Annual Statements Open main menu

ENTERGY NEW ORLEANS, LLC - Quarter Report: 2010 September (Form 10-Q)

a10q.htm

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

FORM 10-Q

(Mark One)
 
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the Quarterly Period Ended September 30, 2010
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from ____________ to ____________

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

__________________________________________________________________________________________

 
 

 

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

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

Indicate by check mark whether Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy Resources have submitted electronically and posted on Entergy's corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).  Yes o No o

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

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

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

Common Stock Outstanding
 
Outstanding at October 29, 2010
Entergy Corporation
($0.01 par value)
180,915,164

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q.  Information contained herein relating to any individual company is filed by such company on its own behalf.  Each company reports herein only as to itself and makes no other representations whatsoever as to any other company.  This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2009 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010, filed by the individual registrants with the SEC, and should be read in conjunction therewith.


 
 

 

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2010

 
Page Number
   
Forward-looking information
iv
Definitions
vi
Entergy Corporation and Subsidiaries
 
Management's Financial Discussion and Analysis
 
Plan to Pursue Separation of Non-Utility Nuclear
1
Results of Operations
2
Liquidity and Capital Resources
10
Rate, Cost-recovery, and Other Regulation
15
Market and Credit Risk Sensitive Instruments
19
Critical Accounting Estimates
21
Consolidated Statements of Income
23
Consolidated Statements of Cash Flows
24
Consolidated Balance Sheets
26
Consolidated Statements of Changes in Equity and Comprehensive Income
28
Selected Operating Results
29
Notes to Financial Statements
30
Part 1. Item 4.  Controls and Procedures
80
Entergy Arkansas, Inc. and Subsidiaries
 
Management's Financial Discussion and Analysis
 
Results of Operations
81
Liquidity and Capital Resources
84
State and Local Rate Regulation
87
Federal Regulation
88
Nuclear Matters
88
Environmental Risks
88
Critical Accounting Estimates
88
Consolidated Income Statements
89
Consolidated Statements of Cash Flows
91
Consolidated Balance Sheets
92
Consolidated Statements of Changes in Equity
94
Selected Operating Results
95
Entergy Gulf States Louisiana, L.L.C.
 
Management's Financial Discussion and Analysis
 
Results of Operations
96
Liquidity and Capital Resources
99
State and Local Rate Regulation
102
Federal Regulation
103
Nuclear Matters
103
Environmental Risks
103
Critical Accounting Estimates
104
Income Statements
105
Statements of Cash Flows
107
Balance Sheets
108
Statements of Changes in Equity and Comprehensive Income
110
Selected Operating Results
111
   

 
 i

 

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2010

 
Page Number
   
Entergy Louisiana, LLC
 
Management's Financial Discussion and Analysis
 
Results of Operations
112
Liquidity and Capital Resources
115
State and Local Rate Regulation
119
Federal Regulation
120
Nuclear Matters
120
Environmental Risks
120
Critical Accounting Estimates
120
Income Statements
121
Statements of Cash Flows
123
Balance Sheets
124
Statements of Changes in Equity and Comprehensive Income
126
Selected Operating Results
127
Entergy Mississippi, Inc.
 
Management's Financial Discussion and Analysis
 
Results of Operations
128
Liquidity and Capital Resources
130
State and Local Rate Regulation
132
Federal Regulation
133
Critical Accounting Estimates
133
Income Statements
134
Statements of Cash Flows
135
Balance Sheets
136
Statements of Changes in Equity
138
Selected Operating Results
139
Entergy New Orleans, Inc.
 
Management's Financial Discussion and Analysis
 
Results of Operations
140
Liquidity and Capital Resources
142
State and Local Rate Regulation
144
Federal Regulation
144
Environmental Risks
145
Critical Accounting Estimates
145
Income Statements
146
Statements of Cash Flows
147
Balance Sheets
148
Statements of Changes in Equity
150
Selected Operating Results
151
   

 
ii 

 

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2010

 
Page Number
   
Entergy Texas, Inc. and Subsidiaries
 
Management's Financial Discussion and Analysis
 
Results of Operations
152
Liquidity and Capital Resources
155
State and Local Rate Regulation
157
Federal Regulation
158
Environmental Risks
159
Critical Accounting Estimates
159
Consolidated Income Statements
160
Consolidated Statements of Cash Flows
161
Consolidated Balance Sheets
162
Consolidated Statements of Changes in Equity
164
Selected Operating Results
165
System Energy Resources, Inc.
 
Management's Financial Discussion and Analysis
 
Results of Operations
166
Liquidity and Capital Resources
166
Nuclear Matters
168
Environmental Risks
168
Critical Accounting Estimates
168
Income Statements
169
Statements of Cash Flows
171
Balance Sheets
172
Statements of Changes in Equity
174
Part II.  Other Information
 
Item 1.    Legal Proceedings
175
Item 1A.  Risk Factors
175
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
176
Item 5.    Other Information
176
Item 6.    Exhibits
183
Signature
186



 
iii 

 

FORWARD-LOOKING INFORMATION

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

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

·  
resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, and other regulatory proceedings, including those related to Entergy's System Agreement, Entergy's utility supply plan, recovery of storm costs, and recovery of fuel and purchased power costs
·  
changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, the operations of the independent coordinator of transmission for Entergy's utility service territory, and the application of more stringent transmission reliability requirements or market power criteria by the FERC
·  
changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of nuclear generating facilities, particularly those owned or operated by the Non-Utility Nuclear business
·  
resolution of pending or future applications for license renewals or modifications of nuclear generating facilities
·  
the performance of and deliverability of power from Entergy's generation resources, including the capacity factors at its nuclear generating facilities
·  
Entergy's ability to develop and execute on a point of view regarding future prices of electricity, natural gas, and other energy-related commodities
·  
prices for power generated by Entergy's merchant generating facilities, 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
·  
volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
·  
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation
·  
changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances, and changes in costs of compliance with environmental and other laws and regulations
·  
uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel and nuclear waste storage and disposal



 
  iv

 


FORWARD-LOOKING INFORMATION (Concluded)

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


 

 

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 (nuclear), owned by Entergy Arkansas
APSC
Arkansas Public Service Commission
ASC
FASB Accounting Standards Codification
ASU
FASB Accounting Standards Update
Board
Board of Directors of Entergy Corporation
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
Entergy
Entergy Corporation and its direct and indirect subsidiaries
Entergy Corporation
Entergy Corporation, a Delaware corporation
Entergy Gulf States, Inc.
Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas
Entergy Gulf States Louisiana
Entergy Gulf States Louisiana, L.L.C., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes.  The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Texas
Entergy Texas, Inc., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc.  The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.
EPA
United States Environmental Protection Agency
ERCOT
Electric Reliability Council of Texas
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission
FitzPatrick
James A. FitzPatrick Nuclear Power Plant (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
Form 10-K
Annual Report on Form 10-K for the calendar year ended December 31, 2009 filed with the SEC by Entergy Corporation and its Registrant Subsidiaries
Grand Gulf
Unit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy
GWh
Gigawatt-hour(s), which equals one million kilowatt-hours
Independence
Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power
Indian Point 2
Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
Indian Point 3
Unit 3 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
IRS
Internal Revenue Service
ISO
Independent System Operator
kW
Kilowatt, which equals one thousand watts
kWh
Kilowatt-hour(s)
LPSC
Louisiana Public Service Commission
MMBtu
One million British Thermal Units

 
vi 

 

DEFINITIONS (Continued)

Abbreviation or Acronym
Term
MPSC
Mississippi Public Service Commission
MW
Megawatt(s), which equals one thousand kilowatts
MWh
Megawatt-hour(s)
Net MW in operation
Installed capacity owned or operated
Non-Utility Nuclear
Entergy's business segment that owns and operates six nuclear power plants and sells electric power produced by those plants to wholesale customers
NRC
Nuclear Regulatory Commission
NYPA
New York Power Authority
Palisades
Palisades Power Plant (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
Pilgrim
Pilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
PPA
Purchased power agreement
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
Registrant Subsidiaries
Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc.
River Bend
River Bend Station (nuclear), owned by Entergy Gulf States Louisiana
RTO
Regional transmission organization
SEC
Securities and Exchange Commission
System Agreement
Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources
System Energy
System Energy Resources, Inc.
TWh
Terawatt-hour(s), which equals one billion kilowatt-hours
Unit Power Sales Agreement
Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf
Utility
Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
Utility operating companies
Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Vermont Yankee
Vermont Yankee Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Non-Utility Nuclear segment
Waterford 3
Unit No. 3 (nuclear) of the Waterford Steam Electric Station, 100% owned or leased by Entergy Louisiana
weather-adjusted usage
Electric usage excluding the effects of deviations from normal weather


 
 vii

 

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Entergy operates primarily through its two, reportable, operating segments: Utility and Non-Utility Nuclear.

·  
Utility generates, transmits, distributes, and sells electric power in service territories in four states that include portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
·  
Non-Utility Nuclear owns and operates six nuclear power plants located in the northern 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 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 operating and financial performance for its plants, consistent with Entergy’s market-based point of view.

In June 2010, Entergy announced that it plans to integrate the Non-Utility Nuclear and non-nuclear wholesale assets businesses into a new organization called Entergy Wholesale Commodities.

Plan to Pursue Separation of Non-Utility Nuclear

See the Form 10-K for a discussion of the Board-approved plan to pursue a tax-free spin-off of the Non-Utility Nuclear business to Entergy shareholders.  On March 2, 2010, Entergy proposed conditions for review by the New York Public Service Commission (NYPSC), including an incremental $500 million reduction in Enexus's long-term debt, restrictions on Enexus's ability to make dividend payments and returns of capital to shareholders until certain conditions are met, and the potential for disbursements to New York's energy efficiency funds if power prices exceed certain levels.  At its hearing held on March 4, 2010, the NYPSC discussed Entergy's petition and proposed conditions and, after that meeting, issued a notice soliciting comments "on a set of conditions that could potentially be developed" regarding Entergy's planned spin-off transaction.  At its hearing held on March 25, 2010, the NYPSC voted 5-0 to reject Entergy's planned spin-off transaction.

On April 5, 2010, Entergy announced that, effective immediately, it planned to unwind the business infrastructure associated with the proposed separate Non-Utility Nuclear generation (Enexus) and nuclear services (EquaGen) companies while it evaluates and works to preserve its legal rights.  Entergy also declared its next quarterly dividend on its common shares of $0.83 per share, an increase from the previous $0.75 per share, and announced that it expected to execute on the $750 million share repurchase program authorized by the Board in the fourth quarter 2009.  The amount of repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.  As a result of the plan to unwind the business infrastructure, Entergy recorded expenses for the write-off of certain capitalized costs incurred in connection with the planned spin-off transaction.  These costs are discussed in more detail throughout the "Results of Operations" section below.  Entergy expects that it will incur approximately $15 million, after-tax, in additional expenses in unwinding this business, primarily through the remainder of 2010, including additional write-offs, dis-synergies, and certain other costs.

In June 2010 the Vermont Public Service Board denied Entergy's spin-off transaction petition.

In July 2010, Entergy withdrew its spin-off transaction petition that was filed with the NYPSC.  In August 2010 the NYPSC issued an order closing the proceeding.  In the order, the NYPSC also instituted a new proceeding directing Entergy and its subsidiaries with New York nuclear operations (Entergy Corporation, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy

 
1

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Nuclear Operations, Inc., together, the "Entergy Owners") to show cause why they should not be required to give notice to the NYPSC at least 60 days prior to "any contemplated transactions which could jeopardize the financial strength of any or all of the Entergy New York nuclear subsidiaries."  The facilities to which the order relates are the James A. FitzPatrick Nuclear Station and the Indian Point Energy Center (New York facilities).

The order states that the intent of the NYPSC is not to impose "an overly broad application" of this notice requirement, and that the NYPSC is "not concerned about transactions that would not jeopardize the financial integrity of New York entities."  By way of example, the order states that the NYPSC is not suggesting that notice be provided "whenever Entergy or an intermediate parent of the New York facilities issues debt, as is often the case, without restrictions being placed on the financial capacity of its New York subsidiaries to borrow or to support debt needed to finance capital projects at the New York facilities."  The order states, however, that the NYPSC may consider an advance notice requirement for any transaction "that would reduce the credit quality of the Entergy Owners below a credit rating of 'BBB-' or the equivalent or, in connection with the transaction and in order to provide credit support to a corporate parent, that would restrict a New York facility from issuing its own debt or otherwise require the facility to provide dividend income to its parent, when, in light of the facility's capital needs, the issuance of such dividends would be inappropriate."

In September 2010, Entergy filed a response to the NYPSC's order, which raised a number of concerns with regard to the NYPSC's jurisdiction to impose the proposed notice requirement and the practical difficulties with implementing such a requirement.  In October 2010 the New York Attorney General's Office filed a response to Entergy's filing addressing the NYPSC's jurisdiction to impose the proposed notice requirement, to which Entergy filed a reply. 

Results of Operations

Third Quarter 2010 Compared to Third Quarter 2009

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

   
 
Utility
 
Non-Utility
Nuclear
 
Parent &
Other (1)
 
 
Entergy
   
(In Thousands)
                 
3rd Qtr 2009 Consolidated Net Income
 
$299,090 
 
$200,432 
 
($39,355)
 
$460,167 
                 
Net revenue (operating revenue less fuel
  expense, purchased power, and other
  regulatory charges/credits)
 
 
 
146,810 
 
 
 
(63,306)
 
 
 
14,047 
 
 
 
97,551 
Other operation and maintenance expenses
 
58,417 
 
70,301 
 
(1,606)
 
127,112 
Taxes other than income taxes
 
8,973 
 
2,056 
 
(1,663)
 
9,366 
Depreciation and amortization
 
(19,216)
 
2,732 
 
464 
 
(16,020)
Other income
 
(21,901)
 
(5,823)
 
(18,037)
 
(45,761)
Interest charges
 
(694)
 
(12,445)
 
(4,240)
 
(17,379)
Other expenses
 
2,042 
 
4,712 
 
 
6,755 
Income taxes
 
36,536 
 
(69,916)
 
(62,398)
 
(95,778)
                 
3rd Qtr 2010 Consolidated Net Income
 
$337,941 
 
$133,863 
 
$26,097 
 
$497,901 

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

 
 
2

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


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

Utility

Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

  
 
Amount
  
 
(In Millions)
     
2009 net revenue
 
$1,376 
Volume/weather
 
99 
Retail electric price
 
56 
Other
 
(9)
2010 net revenue
 
$1,522 

The volume/weather variance is primarily due to an increase of 2,502 GWh, or 8%, in billed electricity usage in all sectors.  The effect of warmer-than-normal weather was the primary driver of the increase in residential and commercial sales.  The industrial sector reflected strong sales growth on continuing signs of economic recovery.  The improvement in this sector was primarily driven by inventory restocking and strong exports with the chemicals, refining, and miscellaneous manufacturing sectors leading the improvement.

The retail electric price variance is primarily due to:

·  
increases in the formula rate plan riders at Entergy Gulf States Louisiana effective January 2010 and November 2009 and at Entergy Louisiana effective November 2009;
·  
a base rate increase at Entergy Arkansas effective July 2010;
·  
rate actions at Entergy Texas, including a base rate increase effective August 2010;
·  
a formula rate plan provision of $16.6 million recorded in the third quarter 2009 for refunds that were made to customers in accordance with settlements approved by the LPSC; and
·  
the recovery in 2009 by Entergy Arkansas of 2008 extraordinary storm costs, as approved by the APSC, which ceased in January 2010.  The recovery of storm costs is offset in other operation and maintenance expenses.

See Note 2 to the financial statements herein and in the Form 10-K for further discussion of the proceedings referred to above.

Non-Utility Nuclear

Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

  
 
Amount
  
 
(In Millions)
     
2009 net revenue
 
$622 
Volume
 
(55)
Realized price changes
 
(10)
Other
 
2010 net revenue
 
$558 
 
 
3

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



As shown in the table above, net revenue for Non-Utility Nuclear decreased by $64 million, or 10%, in the third quarter 2010 compared to the third quarter 2009 primarily due to lower volume resulting from more refueling and unplanned outage days in 2010 and lower pricing in its contracts to sell power.  Included in net revenue is $12 million and $13 million of amortization of the Palisades purchased power agreement in the third quarters 2010 and 2009, respectively, which is non-cash revenue and is discussed in Note 15 to the financial statements in the Form 10-K.  Following are key performance measures for Non-Utility Nuclear for the third quarter 2010 and 2009:

   
2010
 
2009
         
Net MW in operation at September 30
 
4,998
 
4,998
Average realized price per MWh
 
$61.41
 
$61.70
GWh billed
 
9,888
 
10,876
Capacity factor
 
91%
 
100%
Refueling Outage Days:
       
FitzPatrick
 
18
 
-

The FitzPatrick refueling outage continued for 17 days into the fourth quarter 2010.

Realized Price per MWh

See the Form 10-K for a discussion of Non-Utility Nuclear's realized price per MWh, including the factors that influence it and the increase in the annual average realized price per MWh from $39.40 for 2003 to $61.07 for 2009.  Non-Utility Nuclear is almost certain to experience a decrease in realized price per MWh in 2010 and then again in 2011, however, because the realized price for the first nine months of 2010 was $59.27 and, as shown in the contracted sale of energy table in "Market and Credit Risk Sensitive Instruments," Non-Utility Nuclear has sold forward 90% of its planned energy output for the remainder of 2010 for an average contracted energy price of $57 per MWh and has sold forward 95% of its planned energy output for 2011 for an average contracted energy price of $53 per MWh.

Other Income Statement Items

Utility

Other operation and maintenance expenses increased from $457 million for the third quarter 2009 to $516 million for the third quarter 2010 primarily due to an increase of $41 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.  Also contributing to the increase was an increase of $8 million in fossil expenses resulting from higher outage costs.

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

Other income decreased primarily due to carrying charges of $18 million recorded in 2009 on Hurricane Gustav and Hurricane Ike storm restoration costs and a gain of $16 million recorded in 2009 on the sale of undeveloped real estate by Entergy Louisiana Properties, LLC.  The decrease was partially offset by an increase of distributions of $7 million earned by Entergy Louisiana and $4 million earned by Entergy Gulf States Louisiana on investments in preferred membership interests of Entergy Holdings Company.  The distributions on preferred membership interests are eliminated in consolidation and have no effect on net income because the investment is in another Entergy subsidiary.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Hurricane Gustav and Hurricane Ike" for discussion of these investments in preferred membership interests.

 
4

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Non-Utility Nuclear

           Other operation and maintenance expenses increased from $212 million for the third quarter 2009 to $282 million for the third quarter 2010 primarily due to:

·  
the write-off of $25 million of capital costs, primarily for software that will not be utilized, and $11 million of additional costs incurred in connection with Entergy's decision to unwind the infrastructure created for the planned Non-Utility Nuclear spin-off transaction;
·  
an increase of $23 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
·  
the write-off of $10 million of capitalized engineering costs associated with a potential uprate project; and
·  
spending of $3 million related to tritium remediation work at the Vermont Yankee site.

Parent & Other

Other income decreased primarily due to:

·  
increases in the elimination for consolidation purposes of distributions earned of $7 million by Entergy Louisiana and $4 million by Entergy Gulf States Louisiana on investments in preferred membership interests of Entergy Holdings Company, as discussed above; and
·  
an increase in the elimination for consolidation purposes of $6 million of interest income from Entergy subsidiaries.

Income Taxes

The effective income tax rate for the third quarter 2010 was 27.1%.  The difference in the effective income tax rate versus the statutory rate of 35% for the third quarter 2010 was primarily due to:

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

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

The effective income tax rate for the third quarter 2009 was 37.9%.  The difference in the effective income tax rate versus the statutory rate of 35% for the third quarter 2009 was primarily due to state income taxes and certain book and tax differences for utility plant items.


 
5

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Following are income statement variances for Utility, Non-Utility Nuclear, Parent & Other, and Entergy comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009 showing how much the line item increased or (decreased) in comparison to the prior period:

   
 
Utility
 
Non-Utility
Nuclear
 
Parent &
Other (1)
 
 
Entergy
   
(In Thousands)
                 
2009 Consolidated Net Income
 
$566,634 
 
$461,524 
 
($95,848)
 
$932,310 
                 
Net revenue (operating revenue less fuel
  expense, purchased power, and other
  regulatory charges/credits)
 
 
 
369,384 
 
 
 
(78,644)
 
 
 
18,854 
 
 
 
309,594 
Other operation and maintenance expenses
 
60,056 
 
148,156 
 
(18,292)
 
189,920 
Taxes other than income taxes
 
15,296 
 
922 
 
(1,270)
 
14,948 
Depreciation and amortization
 
(17,620)
 
7,098 
 
731 
 
(9,791)
Other income
 
(39,239)
 
91,421 
 
(27,573)
 
24,609 
Interest charges
 
31,316 
 
5,815 
 
(27,065)
 
10,066 
Other expenses
 
7,257 
 
14,984 
 
 
22,245 
Income taxes
 
89,389 
 
(50,263)
 
(37,000)
 
2,126 
                 
2010 Consolidated Net Income
 
$711,085 
 
$347,589 
 
($21,675)
 
$1,036,999 

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

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

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

  
 
Amount
  
 
(In Millions)
     
2009 net revenue
 
$3,576 
Volume/weather
 
222 
Retail electric price
 
111 
Other
 
36 
2010 net revenue
 
$3,945 

The volume/weather variance is primarily due to an increase of 7,123 GWh, or 9%, in billed electricity usage in all sectors, including the effect on the residential sector of colder-than-normal weather in the first quarter 2010 and warmer-than-normal weather in the second and third quarters 2010.  The industrial sector reflected strong sales growth on continuing signs of economic recovery.  The improvement in this sector was primarily driven by inventory restocking and strong exports with the chemicals, refining, and miscellaneous manufacturing sectors leading the improvement.
 
 
6

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



The retail electric price variance is primarily due to:

·  
increases in the formula rate plan riders at Entergy Gulf States Louisiana effective January 2010 and November 2009, at Entergy Louisiana effective November 2009, and at Entergy Mississippi effective July 2009;
·  
a base rate increase at Entergy Arkansas effective July 2010;
·  
rate actions at Entergy Texas, including a base rate increase effective August 2010;
·  
a formula rate plan provision of $16.6 million recorded in the third quarter 2009 for refunds that were made to customers in accordance with settlements approved by the LPSC;
·  
the recovery in 2009 by Entergy Arkansas of 2008 extraordinary storm costs, as approved by the APSC, which ceased in January 2010.  The recovery of storm costs is offset in other operation and maintenance expenses; and
·  
a base rate decrease at Entergy New Orleans effective June 2009.

See Note 2 to the financial statements herein and in the Form 10-K for further discussion of the proceedings referred to above.

Non-Utility Nuclear

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

  
 
Amount
  
 
(In Millions)
     
2009 net revenue
 
$1,716 
Realized price changes
 
(87)
Volume
 
20 
Other
 
(11)
2010 net revenue
 
$1,638 

As shown in the table above, net revenue for Non-Utility Nuclear decreased by $78 million, or 5%, in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to lower pricing in its contracts to sell power, partially offset by higher volume resulting from more refueling outage days in 2009.  Included in net revenue is $35 million and $39 million of amortization of the Palisades purchased power agreement in the nine months ended September 30, 2010 and 2009, respectively, which is non-cash revenue and is discussed in Note 15 to the financial statements in the Form 10-K.  Following are key performance measures for Non-Utility Nuclear for the nine months ended September 30, 2010 and 2009:

 
7

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis




   
2010
 
2009
         
Net MW in operation at September 30
 
4,998
 
4,998
Average realized price per MWh
 
$59.27
 
$61.68
GWh billed
 
30,011
 
29,929
Capacity factor
 
92%
 
91%
Refueling Outage Days:
       
FitzPatrick
 
18
 
-
Indian Point 2
 
33
 
-
Indian Point 3
 
-
 
36
Palisades
 
-
 
41
Pilgrim
 
-
 
31
Vermont Yankee
 
29
 
-

The FitzPatrick refueling outage continued for 17 days into the fourth quarter 2010.

Other Income Statement Items

Utility

Other operation and maintenance expenses increased from $1,361 million for the nine months ended September 30, 2009 to $1,422 million for the nine months ended September 30, 2010 primarily due to:

·  
an increase of $56 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
·  
an increase of $15 million in fossil expenses resulting from higher outage costs; and
·  
an increase of $12.5 million due to the capitalization in 2009 of Ouachita Plant service charges previously expensed.

The increase was partially offset by decreases of $14 million due to higher write-offs of uncollectible customer accounts in 2009 and $10 million due to 2008 storm costs at Entergy Arkansas which were deferred per an APSC order and were recovered through revenues in 2009.

Other income decreased primarily due to a decrease of $42 million in carrying charges on storm restoration costs and a gain of $16 million recorded in 2009 on the sale of undeveloped real estate by Entergy Louisiana Properties, LLC.  The decrease was partially offset by an increase of $13 million resulting from higher earnings on decommissioning trust funds and an increase of distributions of $7 million earned by Entergy Louisiana and $4 million earned by Entergy Gulf States Louisiana on investments in preferred membership interests of Entergy Holdings Company.  The distributions on preferred membership interests are eliminated in consolidation and have no effect on net income because the investment is in another Entergy subsidiary.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Hurricane Gustav and Hurricane Ike " for discussion of these investments in preferred membership interests.

Interest charges increased primarily due to an increase in long-term debt outstanding resulting from net debt issuances by certain of the Utility operating companies in the second half of 2009 and in 2010.

 
8

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Non-Utility Nuclear

Other operation and maintenance expenses increased from $615 million for the nine months ended September 30, 2009 to $763 million for the nine months ended September 30, 2010 primarily due to:

·  
the write-off of $58 million of capital costs, primarily for software that will not be utilized, and $12 million of additional costs incurred in connection with Entergy's decision to unwind the infrastructure created for the planned Non-Utility Nuclear spin-off transaction;
·  
an increase of $39 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
·  
spending of $14 million related to tritium remediation work at the Vermont Yankee site; and
·  
the write-off of $10 million of capitalized engineering costs associated with a potential uprate project.

Other income increased primarily due to $85 million in charges in 2009 resulting from the recognition of impairments that are not considered temporary of certain equity securities held in Non-Utility Nuclear's decommissioning trust funds, increases in realized earnings on the decommissioning trust funds, and interest income from loans to Entergy subsidiaries.

Interest charges increased primarily due to the write-off of $39 million of debt financing costs, primarily incurred for Enexus's $1.2 billion credit facility, in connection with Entergy's decision to unwind the infrastructure created for the planned Non-Utility Nuclear spin-off transaction.  Partially offsetting the increase was a decrease in fees paid to Entergy Corporation for providing collateral in the form of guarantees in connection with some of Non-Utility Nuclear's agreements to sell power.  The guarantee fees paid are intercompany transactions and are eliminated in consolidation.

Parent & Other

Other income decreased primarily due to:

·  
an increase in the elimination for consolidation purposes of $17 million of interest income from Entergy subsidiaries; and
·  
increases in the elimination for consolidation purposes of distributions earned of $7 million by Entergy Louisiana and $4 million by Entergy Gulf States Louisiana on investments in preferred membership interests of Entergy Holdings Company, as discussed above.

Interest charges decreased primarily due to lower borrowings, including the redemption of $267 million of notes payable in December 2009, as well as lower interest rates on borrowings under Entergy Corporation's revolving credit facility.

Income Taxes

The effective income tax rate for the nine months ended September 30, 2010 was 34.1%.  The difference in the effective income tax rate versus the statutory rate of 35% for the nine months ended September 30, 2010 was primarily due to:

·  
a favorable Tax Court decision holding that the U.K. Windfall Tax can be used as a credit for purposes of computing the U.S. foreign tax credit, which allows Entergy to reverse a previously established partial tax reserve of $43 million, included in Parent and Other, on the issue.  See Note 3 to the financial statements in the Form 10-K and Note 10 to the financial statements herein for further discussion of this tax litigation;
 
 
9

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


·  
a $19 million tax benefit recorded in connection with Entergy's decision to unwind the infrastructure created for the planned Non-Utility Nuclear spin-off transaction resulting from implementation expenses that previously were not deductible for tax purposes;
·  
the recognition of a $14 million Louisiana state income tax benefit related to storm cost financing; and
·  
the reversal of a reserve of $13 million with respect to restructuring of business operations within the Non-Utility Nuclear segment.
 
Partially offsetting the decreased effective income tax rate was a charge of $16 million resulting from a change in tax law associated with the recently enacted federal healthcare legislation, as discussed below in "Critical Accounting Estimates" and state income taxes and certain book and tax differences for Utility plant items.

The effective income tax rate for the nine months ended September 30, 2009 was 36.4%.  The difference in the effective income tax rate versus the statutory rate of 35% for the nine months ended September 30, 2009 was primarily due to increases related to state income taxes at the Utility operating companies and book and tax differences for utility plant items.  These increases were partially offset by reductions related to:

·  
an adjustment to state income taxes for Non-Utility Nuclear to reflect the effect of a change in the methodology of computing Massachusetts state income taxes as required by that state's taxing authority;
·  
the recognition of state loss carryovers by the parent company, Entergy Corporation, that had been subject to a valuation allowance;
·  
the recognition of a federal capital loss carryover by Entergy Asset Management, Inc. that had been subject to a valuation allowance; and
·  
an additional deferred tax benefit associated with writedowns on nuclear decommissioning qualified trust securities.

Liquidity and Capital Resources

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

Capital Structure

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

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
57.5%
 
57.4%
Effect of excluding the Arkansas and Texas securitization bonds
 
(1.9)%
 
(1.8)%
Debt to capital, excluding the securitization bonds (1)
 
55.6%
 
55.6%
Effect of subtracting cash from debt
 
(4.7)%
 
(4.1)%
Net debt to net capital, excluding the securitization bonds (1)
 
50.9%
 
51.5%

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

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, common shareholders' equity, and subsidiaries' preferred stock without sinking fund.  Net capital consists of capital less cash and cash equivalents. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.
 
 
10

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



As discussed in the Form 10-K, Entergy Corporation has in place a revolving credit facility that expires in August 2012.  Entergy Corporation has the ability to issue letters of credit against the total borrowing capacity of the facility.  As of September 30, 2010, the capacity and amounts outstanding under the credit facility are:
 

 
 
Capacity
 
 
Borrowings
 
Letters
of Credit
 
Capacity
Available
(In Millions)
             
$3,472 
 
$1,775 
 
$25 
 
$1,672

Entergy Corporation's credit facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization.  The calculation of this debt ratio under Entergy Corporation's credit facility and in the indenture governing the Entergy Corporation senior notes is different than the calculation of the debt to capital ratio above.  Entergy is currently in compliance with this covenant.  If Entergy fails to meet this ratio, or if Entergy Corporation or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility's maturity date may occur, and there may be an acceleration of amounts due under Entergy Corporation's senior notes.

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

Capital Expenditure Plans and Other Uses of Capital

See the table and discussion in the Form 10-K under "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," that sets forth the amounts of planned construction and other capital investments by operating segment for 2010 through 2012.  See Part II, Item 5 in this report for an update regarding Entergy Arkansas’s White Bluff project.  Following are additional updates to the discussion in the Form 10-K.

Entergy is developing its capital plan for 2011 through 2013 and currently anticipates that the Utility will make $6.3 billion in capital investments during that period, including approximately $2.7 billion for maintenance of existing assets, and that Entergy Wholesale Commodities, which includes Non-Utility Nuclear, will make $1.1 billion in capital investments during that period, including approximately $0.3 billion for maintenance of existing assets.  The remaining $3.6 billion of Utility investments is associated with specific investments such as the utility's portfolio transformation strategy including the Acadia Unit 2 purchase and three resources identified in the Summer 2009 Request for Proposal, including a self-build option at Entergy Louisiana's Ninemile site, replacement of the Waterford 3 steam generators, environmental compliance spending, an approximate 178 MW uprate project at Grand Gulf, transmission upgrades, and spending to comply with NERC transmission planning rules.  The remaining $0.8 billion of Entergy Wholesale Commodities investments is associated with specific investments such as dry cask storage, nuclear license renewal efforts, component replacement across the fleet, NYPA value sharing, wedgewire screens at Indian Point, and spending in response to the Indian Point Independent Safety Evaluation.

Acadia Unit 2 Purchase Agreement

As discussed more fully in the Form 10-K, in October 2009, Entergy Louisiana announced that it has signed an agreement to acquire Unit 2 of the Acadia Energy Center, a 580 MW generating unit located near Eunice, La., from Acadia Power Partners, LLC, an independent power producer.  Entergy Louisiana and Acadia Power Partners also have entered into two purchase power agreements that are intended to provide access to the capacity and energy output of the unit during the period before the acquisition closes.  The initial purchase power agreement was a call option agreement that commenced on June 1, 2010 and terminated on September 30, 2010.  Beginning October 1, 2010, Entergy Louisiana began purchasing 100 percent of the output of Acadia Unit 2 under a tolling agreement.  The LPSC has approved both purchase power agreements.  Entergy Louisiana's purchase of the plant is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  The parties have agreed to a procedural schedule for review of the acquisition that includes a hearing before the ALJ in December 2010.  Currently the closing is expected to occur in early 2011.
 
 
11

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Little Gypsy Repowering Project

See the Form 10-K for a discussion of the Little Gypsy repowering project.  In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the project and seeking recovery over a five-year period of the project costs.  In June 2010 and August 2010, the LPSC Staff and Intervenors filed testimony.  The LPSC Staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest.  In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it is probable that the Little Gypsy repowering project will be abandoned and accordingly has reclassified $199.8 million of project costs from construction work in progress to a regulatory asset.  This accounting reclassification does not modify Entergy Louisiana’s requested relief pending before the LPSC.  The procedural schedule calls for hearings to begin in November 2010.

There currently is pending before the LPSC an appeal by the LPSC Staff of a decision by the ALJ relating to a dispute between the LPSC Staff and industrial customer intervenors relating to positions regarding the allocation of the project costs among customers.  The LPSC is expected to review this appeal at its November 10, 2010 meeting.  The ALJ has determined that the hearings in the underlying case will begin on the date currently scheduled and that all issues other than cost allocation will be heard at that time.  A status conference will be held on November 12, 2010 to determine the hearing schedule for the cost allocation issue.  The record from the original hearing will be held open until the conclusion of the hearing on cost allocation.

Dividends and Stock Repurchases

In the fourth quarter 2009 the Board granted authority for a $750 million share repurchase program.  As discussed above, at the same time that it announced its plans to unwind the business infrastructure associated with the proposed spin-off of the Non-Utility Nuclear business, Entergy also announced in April 2010 that it expected to execute on the $750 million share repurchase program and also declared that its next quarterly dividend on its common shares would be $0.83 per share, an increase from the previous $0.75 per share.  The amount of repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.  Entergy expects to complete the $750 million share repurchase program by the end of 2010.

In October 2010 the Board granted authority for an additional $500 million share repurchase program.

Sources of Capital

Entergy Arkansas January 2009 Ice Storm

As discussed in the Form 10-K, in January 2009 a severe ice storm caused significant damage to Entergy Arkansas's transmission and distribution lines, equipment, poles, and other facilities.  A law was enacted in April 2009 in Arkansas that authorizes securitization of storm damage restoration costs.  In June 2010 the APSC issued a financing order authorizing the issuance of storm cost recovery bonds, including carrying costs of $11.5 million and $4.6 million of up-front financing costs.  See Note 4 to the financial statements herein for a discussion of the August 2010 issuance of the securitization bonds.

 
12

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


Hurricane Gustav and Hurricane Ike

As discussed in the Form 10-K, in September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy's service territory.  Entergy Gulf States Louisiana and Entergy Louisiana filed their Hurricane Gustav and Hurricane Ike storm cost recovery case with the LPSC in May 2009.  In September 2009, Entergy Gulf States Louisiana and Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55 financings).  Entergy Gulf States Louisiana’s and Entergy Louisiana’s Hurricane Katrina and Hurricane Rita storm costs were financed primarily by Act 55 financings, as discussed in the Form 10-K.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and Act 55 financing savings to customers via a Storm Cost Offset rider.  On December 30, 2009, Entergy Gulf States Louisiana and Entergy Louisiana entered into a stipulation agreement with the LPSC Staff that provides for total recoverable costs of approximately $234 million for Entergy Gulf States Louisiana and $394 million for Entergy Louisiana, including carrying costs.  Under this stipulation, Entergy Gulf States Louisiana agrees not to recover $4.4 million and Entergy Louisiana agrees not to recover $7.2 million of their storm restoration spending.  The stipulation also permits replenishing Entergy Gulf States Louisiana's storm reserve in the amount of $90 million and Entergy Louisiana's storm reserve in the amount of $200 million when the Act 55 financings are accomplished.  In March and April 2010, Entergy Gulf States Louisiana, Entergy Louisiana, and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that includes these terms and also includes Entergy Gulf States Louisiana’s and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $15.5 million and $27.75 million of customer benefits, respectively, through prospective annual rate reductions of $3.1 million and $5.55 million, respectively, for five years.  A stipulation hearing was held before the ALJ on April 13, 2010.  On April 21, 2010, the LPSC approved the settlement and subsequently issued two financing orders and one ratemaking order intended to facilitate the implementation of the Act 55 financings.  In June 2010 the Louisiana State Bond Commission approved the Act 55 financings.

On July 22, 2010, the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $468.9 million in bonds under Act 55.  From the $462.4 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $200 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $262.4 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana used $262.4 million to acquire 2,624,297.11 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit.  The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

On July 22, 2010, the LCDA issued another $244.1 million in bonds under Act 55. From the $240.3 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $90 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $150.3 million directly to Entergy Gulf States Louisiana. From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana used $150.3 million to acquire 1,502,643.04 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit.  The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.
 
 
13

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana do not report the bonds on their balance sheets because the bonds are the obligation of the LCDA, and there is no recourse against Entergy, Entergy Gulf States Louisiana or Entergy Louisiana in the event of a bond default.  To service the bonds, Entergy Gulf States Louisiana and Entergy Louisiana collect a system restoration charge on behalf of the LURC, and remit the collections to the bond indenture trustee.  Entergy Gulf States Louisiana and Entergy Louisiana do not report the collections as revenue because they are merely acting as the billing and collection agents for the state.

Harrison County Plant

Entergy's non-nuclear wholesale assets business intends to sell for $219 million its 60.9% undivided ownership interest in the 550MW Harrison County plant to two Texas electric cooperatives that currently own the minority share of the plant.  The sale is subject to FERC and other regulatory approvals, in addition to certain other conditions.

Cash Flow Activity
As shown in Entergy's Consolidated Statements of Cash Flows, cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Millions)
         
Cash and cash equivalents at beginning of period
 
$1,710 
 
$1,920 
         
Cash flow provided by (used in):
       
Operating activities
 
3,165 
 
2,009 
Investing activities
 
(1,995)
 
(1,447)
Financing activities
 
(949)
 
(1,351)
Net increase (decrease) in cash and cash equivalents
 
221 
 
(789)
         
Cash and cash equivalents at end of period
 
$1,931 
 
$1,131 

Operating Activities

Entergy's cash flow provided by operating activities increased by $1,156 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009, primarily due to the receipt in July 2010 of $703 million from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financings for Hurricane Gustav and Hurricane Ike.  The Act 55 storm cost financings are discussed in more detail above and also in Note 2 to the financial statements herein.  In addition, the absence of the Hurricane Gustav, Hurricane Ike, and Arkansas ice storm restoration spending that occurred in 2009 and an increase in Utility net revenue in 2010 also contributed to the increase.  These increases were partially offset by decreased collection of fuel costs in 2010 due to the increase in the overall fuel and purchased power prices outpacing changes in Entergy's fuel rates, along with an $87.8 million fuel cost refund made by Entergy Texas in the first quarter 2010 that is discussed further in Note 2 to the financial statements in the Form 10-K.  The change in operating cash flow provided by the Non-Utility Nuclear business was relatively flat.

Investing Activities

Net cash used in investing activities increased by $548 million for nine months ended September 30, 2010 compared to the nine months ended September 30, 2009, primarily due to:

·  
an increase in nuclear fuel purchases, which was caused by the consolidation of the nuclear fuel company variable interest entities that is discussed in Note 12 to the financial statements herein;
 
 
 
14

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


·  
the investment of a total of $290 million in Entergy Gulf States Louisiana's and Entergy Louisiana's storm reserve escrow accounts as a result of their Act 55 storm cost financings, which are discussed in Note 2 to the financial statements herein; and
·  
an increase in construction expenditures, primarily in the Non-Utility Nuclear business, as decreases for the Utility resulting from Hurricane Gustav, Hurricane Ike, and Arkansas ice storm restoration spending in 2009 were offset by spending on various projects.  Entergy's construction spending plans for 2010 through 2012 were discussed in the Form 10-K.

The effect of this activity was partially offset by a net amount of $114 million of collateral deposits received from Non-Utility Nuclear counterparties during 2010.  Non-Utility Nuclear's forward sales contracts are discussed in the Market and Credit Risk Sensitive Instruments section below.

Financing Activities

Net cash used in financing activities decreased by $402 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily because long-term debt activity provided approximately $158 million of cash in 2010 and used approximately $303 million of cash in 2009.  For details of Entergy's long-term debt activity in 2010 see Note 4 to the financial statements herein.

Rate, Cost-recovery, and Other Regulation

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

State and Local Rate Regulation and Fuel-Cost Recovery

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

Federal Regulation

See the Form 10-K for a discussion of federal regulatory proceedings.  Following are updates to that discussion.

System Agreement Proceedings

Rough Production Cost Equalization Rates

2010 Rate Filing Based on Calendar Year 2009 Production Costs

In May 2010, Entergy filed with the FERC the 2010 rates in accordance with the FERC's orders in the System Agreement proceeding.  The filing, as supplemented in September 2010, shows the following payments/receipts among the Utility operating companies for 2010, based on calendar year 2009 production costs, commencing for service in June 2010, are necessary to achieve rough production cost equalization under the FERC's orders:
 
 
15

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



 
 Payments or
(Receipts)
 
(In Millions)
Entergy Arkansas
$41.6
Entergy Gulf States Louisiana
$-
Entergy Louisiana
($22.2)
Entergy Mississippi
($19.4)
Entergy New Orleans
$-
Entergy Texas
$-

Several parties intervened in the proceeding at the FERC, including the LPSC and the City Council, which have also filed protests.  In July 2010 the FERC accepted Entergy's proposed rates for filing, effective June 1, 2010, subject to refund, and set the proceeding for hearing and settlement procedures.  Settlement procedures have been terminated, and the ALJ scheduled hearings to begin in March 2011, with an initial decision scheduled for July 2011.

2009 Rate Filing Based on Calendar Year 2008 Production Costs

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

Interruptible Load Proceeding

As discussed in more detail in the Form 10-K, in April 2007 the U.S. Court of Appeals for the D.C. Circuit issued its opinion in the LPSC's appeal of the FERC's March 2004 and April 2005 orders related to the treatment under the System Agreement of the Utility operating companies' interruptible loads.  The D.C. Circuit remanded the matter to the FERC for a more considered determination on the issue of refunds.  The FERC issued its order on remand in September 2007, in which it directed Entergy to make a compliance filing removing all interruptible load from the computation of peak load responsibility commencing April 1, 2004 and to issue any necessary refunds to reflect this change.  In addition, the order directed the Utility operating companies to make refunds for the period May 1995 through July 1996.  In November 2007 the Utility operating companies filed a refund report describing the refunds to be issued pursuant to the FERC's orders.  The LPSC filed a protest to the refund report in December 2007, and the Utility operating companies filed an answer to the protest in January 2008.  The refunds have been made by the Utility operating companies that owed refunds to the Utility operating companies that were due a refund under the decision.

Following the filing of petitioners' initial briefs, the FERC filed a motion requesting the D.C. Circuit hold the appeal of the FERC's decisions ordering refunds in the interruptible load proceeding in abeyance and remand the record to the FERC.  The D.C. Circuit granted the FERC's unopposed motion on June 24, 2009, and directed the FERC to file status reports at 60-day intervals beginning August 24, 2009.  The D.C. Circuit also directed the parties to file motions to govern future proceedings in the case within 30 days of the completion of the FERC proceedings.  In December 2009 the FERC established a paper hearing to determine whether the FERC had the authority and, if so, whether it would be appropriate to order refunds resulting from changes in the treatment of interruptible load in the allocation of capacity costs by the Utility operating companies.  In August 2010 the FERC issued an order stating that it has the authority and refunds are appropriate.  The APSC, MPSC, and Entergy have requested rehearing of the FERC's decision.  In September 2010, the FERC set for hearing and settlement judge procedures the Utility operating companies' calculation of the refunds for the 15-month refund period of May 14, 1995 through August 13, 1996, as contained in the November 2007 refund report.  The purpose of the hearing is to determine whether the refund amounts for such period were calculated in a just and reasonable manner.
 
 
16

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


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

In February 2010 the APSC issued an order announcing a refocus of its ongoing investigation of Entergy Arkansas's post-System Agreement operation.  The order describes the APSC's "stated purpose in opening this inquiry to conduct an investigation regarding the prudence of [Entergy Arkansas] entering into a successor ESA [Entergy System Agreement] as opposed to becoming a stand-alone utility upon its exit from the ESA, and whether [Entergy Arkansas], as a standalone utility, should join the SPP RTO.  It is the [APSC's] intention to render a decision regarding the prudence of [Entergy Arkansas] entering into a successor ESA as opposed to becoming a stand-alone utility upon its exit from the ESA, as well as [Entergy Arkansas'] RTO participation by the end of calendar year 2010.  In parallel with this Docket, the [APSC] will be actively involved and will be closely watching to see if any meaningful enhancement will be made to a new Enhanced Independent Coordinator of Transmission (“E-ICT") Agreement through the efforts of the [Entergy Transmission System] stakeholders, Entergy, and the newly formed and federally-recognized [Entergy Regional State Committee] in 2010."  Later, in April 2010, the APSC issued an order that directs Entergy Arkansas also to consider joining the Midwest ISO RTO as a stand-alone utility.
 
Entergy Arkansas filed testimony and participated in a March 2010 evidentiary hearing in the proceeding.  Entergy Arkansas noted in its testimony that it is not reasonable to complete a comprehensive evaluation of strategic options by the end of 2010 and that forcing a decision would place parties in the untenable position of making critical decisions based on insufficient information.  Entergy Arkansas outlined three options for post-System Agreement operation of its electrical system:  1) Entergy Arkansas self providing its generation planning and operating functions as a stand-alone company; 2) Entergy Arkansas plus new coordination agreements with third parties in which Entergy Arkansas self provides some planning and operations functions, but also enters into one or more coordinating or pooling agreements with third parties; and 3) Successor Arrangements under which Entergy Arkansas plans for its own generation resources but enters into a new generation commitment and dispatch agreement with other Utility operating companies under a successor agreement intended to avoid the litigation previously experienced.  Entergy Arkansas’s plan is expected to lead to a decision in late 2011 regarding which option to implement; however, Entergy Arkansas anticipates pursuing in 2010-2011 several elements that are common to all options.  In an attempt to reach understanding of complex issues, Entergy Arkansas proposed to hold a series of technical conferences targeting specific subjects.  The first three technical conferences were held in May, July, and September 2010.  Another evidentiary hearing in the proceeding was held in August 2010 during which the APSC directed the parties to work together to reach an agreement on a proposed procedural schedule for the proceeding.

On August 31, 2010, the APSC issued an order rejecting the procedural schedule agreed upon by the parties and substituting a procedural schedule that, among other things: (1) requires Entergy Arkansas to file its final assessment and recommendations regarding each of the viable strategic reorganization options by April 22, 2011; and (2) would result in a final order issued by the APSC resolving all issues raised by the parties on or about October 7, 2011.  Entergy Arkansas has sought clarification of certain aspects of the order.  Since issuance of the order, Entergy Arkansas provided the APSC with an initial draft of successor arrangements on September 16, 2010.  Additional technical conferences are scheduled in November 2010 and January 2011, and a hearing is scheduled to commence in August 2011.

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

The Utility operating companies continue to meet with various interested parties to discuss a proposed framework for successor arrangements to the current System Agreement, which is being pursued in parallel with evaluation by the Entergy Regional State Committee of the Southwest Power Pool RTO, Midwest ISO RTO, and modified ICT alternatives, which are discussed below.  An initial draft of the successor arrangements was provided to state regulators on September 16, 2010.
 
 
17

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



June 2009 LPSC Complaint Proceeding

See the Form 10-K for a discussion of the complaint that the LPSC filed in June 2009 requesting that the FERC determine that certain of Entergy Arkansas's sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocate the energy generated by Entergy System resources, (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity, and (c) violated the provision of the System Agreement that prohibits sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.  In April 2010 the LPSC filed direct testimony in the proceeding alleging, among other things, (1) that Entergy violated the System Agreement by permitting Entergy Arkansas to make non-requirements sales to non-affiliated third parties rather than making such energy available to the other Utility operating companies’ customers; and (2) that over the period 2000 – 2009, these non-requirements sales caused harm to the Utility operating companies’ customers of $144.4 million and these customers should be compensated for this harm by Entergy’s shareholders.  The Utility operating companies believe the LPSC's allegations are without merit.  A hearing in the matter was held in August 2010.

Independent Coordinator of Transmission (ICT)

See the Form 10-K for a discussion of Entergy's ICT and transmission issues.  As discussed in the Form 10-K, the Entergy Regional State Committee (E-RSC), which is comprised of representatives from all of the Utility operating companies' retail regulators, has been formed to consider several of these issues related to Entergy's transmission system.  Among other things, the E-RSC in concert with the FERC plan to conduct a cost/benefit analysis comparing the ICT arrangement and a proposal under which Entergy would join the Southwest Power Pool RTO.  The scope of the study was expanded in July 2010 to consider Entergy joining the Midwest ISO RTO as another alternative.  The E-RSC is also considering proposed modifications to the ICT arrangement that could be implemented commencing November 2010, when the initial term of the ICT ends.

In September 2010, as modified in October 2010, the Utility operating companies filed a request for a two-year interim extension, with certain modifications, of the ICT arrangement, which currently expires on November 17, 2010.  The filing stated that, if approved by the E-RSC during its October 20-21, 2010 meeting, the Utility operating companies will make a subsequent filing with the FERC to provide the E-RSC with the authority to, upon unanimous approval of all E-RSC members, (1) propose modifications to cost allocation methodology for transmission projects and (2) add transmission projects to the construction plan.  On October 13, 2010, the LPSC issued an order approving proposals filed by Entergy Louisiana and Entergy Gulf States Louisiana to modify the current ICT arrangement and to give the E-RSC authority in the two areas as described above.  On October 20, 2010, the E-RSC unanimously voted in favor of the proposal granting the E-RSC authority in the two areas described above.  The Utility operating companies have filed the necessary revisions to the Entergy OATT to implement the E-RSC's new authority.

On September 30, 2010, the consultant presented its cost/benefit analysis of the Entergy and Cleco regions joining the SPP RTO.  The cost/benefit analysis indicates that the Entergy region, including entities beyond the Utility operating companies, would realize a net cost of $438 million to a net benefit of $387 million, primarily depending upon transmission cost allocation issues.  Addendum studies, including studies related to Entergy Arkansas and the Utility operating companies joining the Midwest ISO, are due to be completed by the end of first quarter 2011.

FERC Audit

The Division of Audits in the Office of Enforcement and the Division of Compliance in the Office of Reliability of the FERC jointly commenced an audit of Entergy Services, Inc. on October 1, 2009.  The audit evaluated Entergy Services':  (1) practices related to Bulk Electric System planning and operations; (2) compliance with the requirements contained within its Open Access Transmission Tariff; and (3) other obligations and responsibilities as
 
 
 
 
18

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


approved by the FERC.  The audit covered the period from April 1, 2006 to July 19, 2010.  The FERC Division of Audits issued its audit report on October 29, 2010, in which it finds instances of non-compliance primarily related to the use of secondary network service and reporting requirements applicable to available flowgate capacity errors.  Although Entergy Services does not agree with a number of the report's factual findings, Entergy Services and the FERC audit staff reached agreement on the recommendations in the audit report and Entergy Services will work to implement them.  The Energy Policy Act of 2005 provides the FERC with authority to impose civil penalties for violations of the Federal Power Act and FERC regulations, but the audit report did not recommend the imposition of civil penalties.

U.S. Department of Justice Investigation

Entergy is cooperating with the U.S. Department of Justice on a civil investigation of competitive issues concerning certain practices and policies of the Utility operating companies.  Entergy became aware of the investigation during the required Hart-Scott-Rodino antitrust review of Entergy Louisiana's pending purchase of Unit 2 of the Acadia Energy Center.  Although the U.S. Department of Justice recently informed Entergy Louisiana that it will allow the relevant Hart-Scott-Rodino waiting period to expire without action (and that period has since expired), the U.S. Department of Justice also informed Entergy that it has opened a civil investigation of competitive issues concerning certain generation procurement, dispatch, and transmission system practices and policies of the Utility operating companies.  The U.S. Department of Justice's present inquiry has no effect on the Hart-Scott-Rodino clearance of the Acadia acquisition.

Market and Credit Risk Sensitive Instruments

Commodity Price Risk

Power Generation

As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business, unless otherwise contracted, is subject to the fluctuation of market power prices.  Following is an updated summary of the amount of the Non-Utility Nuclear business's output that is currently sold forward under physical or financial contracts (2010 represents the remainder of the year):

   
2010
 
2011
 
2012
 
2013
 
2014
 
2015
Non-Utility Nuclear:
                       
Percent of planned generation sold forward:
                       
Unit-contingent (1)
 
57%
 
78%
 
50%
 
25%
 
14%
 
12%
     Unit-contingent with availability guarantees (2)
 
33%
 
17%
 
14%
 
 6%
 
 3%
 
 3%
Firm LD (3)
 
0%
 
3%
 
14%
 
0%
 
8%
 
0%
Offsetting positions (4)
 
0%
 
(3)%
 
(2)%
 
0%
 
0%
 
0%
Total (net)
 
90%
 
95%
 
76%
 
31%
 
25%
 
15%
Planned generation (TWh) (5)
 
10
 
41
 
41
 
40
 
41
 
41
Average contracted price per MWh (6)
 
$57
 
$53
 
$50
 
$49
 
$51
 
$51

(1)
Unit-contingent is a transaction under which power is supplied from a specific generation asset; if the asset is not operating, seller is generally not liable to buyer for any damages.
(2)
Unit-contingent with availability guarantees is a transaction under which power is supplied from a specific generation asset; if the asset is not operating, seller is generally not liable to buyer for any damages, unless the actual availability over a specified period of time is below an availability threshold specified in the contract.
 
 
19

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis


 
(3)
Firm LD is a transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset) or settles financially on notional quantities; if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract.
(4)
Offsetting positions are transactions for the purchase of energy, generally to offset a Firm LD transaction that was used as a placeholder until a unit-contingent transaction could be originated and executed.
(5)
Assumes successful license renewal for all plants.
(6)
The Vermont Yankee acquisition included a PPA under which the former owners will buy most of the power produced by the plant 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 if twelve month rolling average power market prices drop below prices specified in the PPA, which has not happened thus far.


Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements.  The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Non-Utility Nuclear sells power.  The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At September 30, 2010, based on power prices at that time, Entergy had credit exposure of $1 million under the guarantees in place supporting Entergy Nuclear Power Marketing (a Non-Utility Nuclear subsidiary) transactions, $20 million of guarantees that support letters of credit, and $3 million of posted cash collateral.  As of September 30, 2010, the credit exposure associated with Non-Utility Nuclear assurance requirements would increase by $17 million for a $1 per MMBtu increase in gas prices in both the short-and long-term markets.   In the event of a decrease in Entergy Corporation's credit rating to below investment grade, based on power prices as of September 30, 2010, Entergy would have been required to provide approximately $65 million of additional cash or letters of credit under some of the agreements.

As of September 30, 2010, the counterparties or their guarantors for 99.6% of the planned energy output under contract for Non-Utility Nuclear through 2014 have public investment grade credit ratings and 0.4% is with load-serving entities without public credit ratings.

In addition to selling the power produced by its plants, Non-Utility Nuclear sells unforced capacity that is used to meet requirements placed on load-serving distribution companies by the ISO in their area.  Following is a summary of the amount of Non-Utility Nuclear's unforced capacity that is currently sold forward, and the blended amount of Non-Utility Nuclear's planned generation output and unforced capacity that is currently sold forward (2010 represents the remainder of the year):

   
2010
 
2011
 
2012
 
2013
 
2014
 
2015
Non-Utility Nuclear:
                       
Percent of capacity sold forward (net):
                       
Bundled capacity and energy contracts
 
27%
 
26%
 
18%
 
16%
 
16%
 
16%
Capacity contracts
 
57%
 
31%
 
29%
 
26%
 
 10%
 
 0%
Total
 
84%
 
57%
 
47%
 
42%
 
26%
 
16%
Planned net MW in operation
 
4,998
 
4,998
 
4,998
 
4,998
 
4,998
 
4,998
Average capacity contract price per kW per month
 
$2.4
 
$3.0
 
$3.0
 
$2.8
 
$2.7
 
$-
Blended Capacity and Energy (based on revenues)
                       
% of planned generation and capacity sold forward
 
93%
 
95%
 
77%
 
33%
 
26%
 
14%
Average contract revenue per MWh
 
$59
 
$55
 
$52
 
$52
 
$53
 
$51

 
 
20

 
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis



Critical Accounting Estimates

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

Federal Healthcare Legislation

The Patient Protection and Affordable Care Act (PPACA) became federal law on March 23, 2010, and, on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 became federal law and amended certain provisions of the PPACA.  These new federal laws change the law governing employer-sponsored group health plans, like Entergy's plans.  All of the effects of these changes are not yet determinable because technical guidance regarding application must still be issued, and Entergy will monitor these developments.

One provision of the new law that is effective in 2013 eliminates the federal income tax deduction for prescription drug expenses of Medicare beneficiaries for which the plan sponsor also receives the retiree drug subsidy under Part D.  Entergy receives subsidy payments under the Medicare Part D plan and therefore in the first quarter 2010 recorded a reduction to the deferred tax asset related to the unfunded other postretirement benefit obligation.  The offset was recorded as a $16 million charge to income tax expense or, for the Utility, including each Registrant Subsidiary, as a regulatory asset, as detailed in Note 2 to the financial statements herein.

 
 
21

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)

 
22

 

ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
      (In Thousands, Except Share Data)  
                         
OPERATING REVENUES
                       
Electric
  $ 2,638,752     $ 2,195,461     $ 6,859,791     $ 6,140,823  
Natural gas
    27,263       24,030       154,426       126,914  
Competitive businesses
    666,161       717,604       1,940,256       1,979,259  
TOTAL
    3,332,176       2,937,095       8,954,473       8,246,996  
                                 
OPERATING EXPENSES
                               
Operating and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    748,863       559,129       1,939,077       1,927,692  
   Purchased power
    484,694       388,308       1,376,055       1,034,483  
   Nuclear refueling outage expenses
    64,885       61,441       191,395       178,454  
   Other operation and maintenance
    808,688       681,576       2,211,382       2,021,462  
Decommissioning
    53,380       50,069       157,423       148,119  
Taxes other than income taxes
    138,217       128,851       400,597       385,649  
Depreciation and amortization
    264,621       280,641       789,392       799,183  
Other regulatory charges (credits) - net
    (1,814 )     (13,224 )     15,555       (29,371 )
TOTAL
    2,561,534       2,136,791       7,080,876       6,465,671  
                                 
OPERATING INCOME
    770,642       800,304       1,873,597       1,781,325  
                                 
OTHER INCOME (DEDUCTIONS)
                               
Allowance for equity funds used during construction
    15,064       14,770       45,990       47,499  
Interest and dividend income
    38,911       64,730       123,124       170,007  
Other than temporary impairment losses
    (206 )     (457 )     (1,255 )     (85,396 )
Miscellaneous - net
    (14,748 )     5,739       (32,050 )     (20,910 )
TOTAL
    39,021       84,782       135,809       111,200  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    126,078       130,132       420,314       383,255  
Other interest - net
    9,997       22,625       43,140       69,406  
Allowance for borrowed funds used during construction
    (8,949 )     (8,252 )     (27,274 )     (26,547 )
TOTAL
    127,126       144,505       436,180       426,114  
                                 
INCOME BEFORE INCOME TAXES
    682,537       740,581       1,573,226       1,466,411  
                                 
Income taxes
    184,636       280,414       536,227       534,101  
                                 
CONSOLIDATED NET INCOME
    497,901       460,167       1,036,999       932,310  
                                 
Preferred dividend requirements of subsidiaries
    5,015       4,998       15,048       14,993  
                                 
NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION
  $ 492,886     $ 455,169     $ 1,021,951     $ 917,317  
                                 
                                 
Earnings per average common share:
                               
    Basic
  $ 2.65     $ 2.35     $ 5.44     $ 4.73  
    Diluted
  $ 2.62     $ 2.32     $ 5.38     $ 4.66  
Dividends declared per common share
  $ 0.83     $ 0.75     $ 2.41     $ 2.25  
                                 
Basic average number of common shares outstanding
    185,962,431       193,424,904       187,968,582       194,044,214  
Diluted average number of common shares outstanding
    187,777,172       195,875,241       189,914,439       197,382,562  
                                 
See Notes to Financial Statements.
                               
                                 

 
23

 

ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Consolidated net income
  $ 1,036,999     $ 932,310  
Adjustments to reconcile consolidated net income to net cash flow
               
 provided by operating activities:
               
  Reserve for regulatory adjustments
    360       (1,080 )
  Other regulatory charges (credits) - net
    15,555       (29,371 )
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    1,259,543       1,076,115  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    524,359       512,795  
  Changes in working capital:
               
     Receivables
    (243,326 )     14,856  
     Fuel inventory
    3,328       9,830  
     Accounts payable
    44,348       (189,586 )
     Taxes accrued
    -       46,931  
     Interest accrued
    (10,982 )     (12,176 )
     Deferred fuel
    (65,655 )     196,111  
     Other working capital accounts
    (117,086 )     (117,671 )
  Provision for estimated losses and reserves
    258,962       (10,326 )
  Changes in other regulatory assets
    482,960       (332,547 )
  Changes in pensions and other postretirement liabilities
    (142,420 )     (52,714 )
  Other
    118,144       (34,146 )
Net cash flow provided by operating activities
    3,165,089       2,009,331  
                 
  INVESTING ACTIVITIES
               
Construction/capital expenditures
    (1,410,708 )     (1,342,840 )
Allowance for equity funds used during construction
    45,990       47,499  
Nuclear fuel purchases
    (315,780 )     (291,721 )
Proceeds from sale/leaseback of nuclear fuel
    -       197,706  
Proceeds from sale of assets and businesses
    9,675       39,054  
Insurance proceeds received for property damages
    7,894       32,914  
Changes in transition charge account
    (23,182 )     (8,359 )
NYPA value sharing payment
    (72,000 )     (72,000 )
Payments to storm reserve escrow account
    (294,901 )     (5,262 )
Receipts from storm reserve escrow account
    9,925       -  
Decrease in other investments
    117,696       29,567  
Proceeds from nuclear decommissioning trust fund sales
    1,974,008       1,733,370  
Investment in nuclear decommissioning trust funds
    (2,043,361 )     (1,807,589 )
Net cash flow used in investing activities
    (1,994,744 )     (1,447,661 )
                 
See Notes to Financial Statements.
               
                 
 
 
24

 

ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
FINANCING ACTIVITIES
           
Proceeds from the issuance of:
           
  Long-term debt
    2,272,224       781,497  
  Common stock and treasury stock
    45,763       17,215  
Retirement of long-term debt
    (2,113,927 )     (1,084,732 )
Repurchase of common stock
    (665,624 )     (613,125 )
Redemption of preferred stock
    -       (1,847 )
Changes in credit line borrowings - net
    (18,932 )     -  
Dividends paid:
               
  Common stock
    (453,683 )     (435,178 )
  Preferred stock
    (15,048 )     (14,993 )
Net cash flow used in financing activities
    (949,227 )     (1,351,163 )
                 
Effect of exchange rates on cash and cash equivalents
    250       (218 )
                 
Net increase (decrease) in cash and cash equivalents
    221,368       (789,711 )
                 
Cash and cash equivalents at beginning of period
    1,709,551       1,920,491  
                 
Cash and cash equivalents at end of period
  $ 1,930,919     $ 1,130,780  
                 
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
  Cash paid during the period for:
               
    Interest - net of amount capitalized
  $ 426,461     $ 442,345  
    Income taxes
  $ 32,964     $ 18,915  
                 
   Noncash financing activities:
               
     Long-term debt retired (equity unit notes)
    -     $ (500,000 )
     Common stock issued in settlement of equity unit purchase contracts
    -     $ 500,000  
     Proceeds from long-term debt issued for the purpose of refunding prior long-term debt
  $ 150,000       -  
     Long-term debt refunded with proceeds from long-term debt issued in prior period
  $ (150,000 )     -  
                 
See Notes to Financial Statements.
               
                 

 
25

 
 
ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 87,617     $ 85,861  
  Temporary cash investments
    1,843,302       1,623,690  
     Total cash and cash equivalents
    1,930,919       1,709,551  
Securitization recovery trust account
    36,280       13,098  
Accounts receivable:
               
  Customer
    740,212       553,692  
  Allowance for doubtful accounts
    (32,995 )     (27,631 )
  Other
    159,675       152,303  
  Accrued unbilled revenues
    350,313       302,463  
     Total accounts receivable
    1,217,205       980,827  
Deferred fuel costs
    66,071       126,798  
Accumulated deferred income taxes
    4,508       -  
Fuel inventory - at average cost
    193,526       196,855  
Materials and supplies - at average cost
    852,192       825,702  
Deferred nuclear refueling outage costs
    220,496       225,290  
System agreement cost equalization
    25,976       70,000  
Prepayments and other
    500,290       386,040  
TOTAL
    5,047,463       4,534,161  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliates - at equity
    38,058       39,580  
Decommissioning trust funds
    3,421,626       3,211,183  
Non-utility property - at cost (less accumulated depreciation)
    253,290       247,664  
Other
    404,284       120,273  
TOTAL
    4,117,258       3,618,700  
                 
PROPERTY, PLANT AND EQUIPMENT
               
Electric
    36,893,624       36,343,772  
Property under capital lease
    793,241       783,096  
Natural gas
    321,094       314,256  
Construction work in progress
    1,643,580       1,547,319  
Nuclear fuel under capital lease
    -       527,521  
Nuclear fuel
    1,267,551       739,827  
TOTAL PROPERTY, PLANT AND EQUIPMENT
    40,919,090       40,255,791  
Less - accumulated depreciation and amortization
    17,348,634       16,866,389  
PROPERTY, PLANT AND EQUIPMENT - NET
    23,570,456       23,389,402  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    592,355       619,500  
  Other regulatory assets (includes securitization property of
     $895,506 as of September 30, 2010)
    3,688,785       3,647,154  
  Deferred fuel costs
    172,202       172,202  
Goodwill
    377,172       377,172  
Accumulated deferred income taxes
    74,703       -  
Other
    1,027,813       1,006,306  
TOTAL
    5,933,030       5,822,334  
                 
TOTAL ASSETS
  $ 38,668,207     $ 37,364,597  
                 
See Notes to Financial Statements.
               
 
 
26

 

 
ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 588,783     $ 711,957  
Notes payable
    167,915       30,031  
Accounts payable
    1,009,194       998,228  
Customer deposits
    330,293       323,342  
Accumulated deferred income taxes
    86,562       48,584  
Interest accrued
    189,052       192,283  
Deferred fuel costs
    93,257       219,639  
Obligations under capital leases
    3,352       212,496  
Pension and other postretirement liabilities
    41,965       55,031  
System agreement cost equalization
    25,931       187,204  
Other
    377,882       215,202  
TOTAL
    2,914,186       3,193,997  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    8,146,036       7,422,319  
Accumulated deferred investment tax credits
    296,100       308,395  
Obligations under capital leases
    42,873       354,233  
Other regulatory liabilities
    555,240       421,985  
Decommissioning and asset retirement cost liabilities
    3,094,833       2,939,539  
Accumulated provisions
    388,532       141,315  
Pension and other postretirement liabilities
    2,111,685       2,241,039  
Long-term debt (includes securitization bonds
     of $940,153 as of September 30, 2010)
    11,444,513       10,705,738  
Other
    631,721       711,334  
TOTAL
    26,711,533       25,245,897  
                 
Commitments and Contingencies
               
                 
Subsidiaries' preferred stock without sinking fund
    216,736       217,343  
                 
EQUITY
               
Common Shareholders' Equity:
               
Common stock, $.01 par value, authorized 500,000,000 shares;
               
  issued 254,752,788 shares in 2010 and in 2009
    2,548       2,548  
Paid-in capital
    5,367,091       5,370,042  
Retained earnings
    8,611,081       8,043,122  
Accumulated other comprehensive income (loss)
    72,566       (75,185 )
Less - treasury stock, at cost (73,229,902 shares in 2010 and
               
  65,634,580 shares in 2009)
    5,321,534       4,727,167  
Total common shareholders' equity
    8,731,752       8,613,360  
Subsidiaries' preferred stock without sinking fund
    94,000       94,000  
TOTAL
    8,825,752       8,707,360  
                 
TOTAL LIABILITIES AND EQUITY
  $ 38,668,207     $ 37,364,597  
                 
See Notes to Financial Statements.
               

 
27

 
 

ENTERGY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                                           
         
Common Shareholders' Equity
       
   
Subsidiaries' Preferred Stock
   
Common Stock
   
Treasury Stock
   
Paid-in Capital
   
Retained Earnings
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balance at December 31, 2008
  $ 94,000     $ 2,482     $ (4,175,214 )   $ 4,869,303     $ 7,382,719     $ (112,698 )   $ 8,060,592  
                                                         
Consolidated net income (a)
    14,993       -       -       -       917,317       -       932,310  
Other comprehensive income:
                                                       
    Cash flow hedges net unrealized
     gain (net of tax expense of $6,529)
    -       -       -       -       -       4,547       4,547  
    Pension and other postretirement
     liabilities (net of tax benefit of
     $883)
    -       -       -       -       -       558       558  
    Net unrealized investment gains
     (net of tax expense of $95,830)
    -       -       -       -       -       96,179       96,179  
    Foreign currency translation (net
     of tax expense of $117)
    -       -       -       -       -       218       218  
        Total comprehensive income
                                                    1,033,812  
                                                         
Common stock repurchases
    -       -       (613,125 )     -       -       -       (613,125 )
Common stock issuances in
  settlement of equity unit purchase
  contracts
    -       66       -       499,934       -       -       500,000  
Common stock issuances related to
  stock plans
    -       -       46,174       237       -       -       46,411  
Common stock dividends declared
    -       -       -       -       (435,350 )     -       (435,350 )
Preferred dividend requirements of
  subsidiaries (a)
    (14,993 )     -       -       -       -       -       (14,993 )
Adjustment for implementation of
  new accounting pronouncement
    -       -       -       -       6,365       (6,365 )     -  
                                                         
Balance at September 30, 2009
  $ 94,000     $ 2,548     $ (4,742,165 )   $ 5,369,474     $ 7,871,051     $ (17,561 )   $ 8,577,347  
                                                         
                                                         
Balance at December 31, 2009
  $ 94,000     $ 2,548     $ (4,727,167 )   $ 5,370,042     $ 8,043,122     $ (75,185 )   $ 8,707,360  
                                                         
Consolidated net income (a)
    15,048       -       -       -       1,021,951       -       1,036,999  
Other comprehensive income:
                                                       
    Cash flow hedges net unrealized
     gain (net of tax expense of
     $69,053)
    -       -       -       -       -       112,911       112,911  
    Pension and other postretirement
      liabilities (net of tax expense of
      $4,777)
    -       -       -       -       -       6,011       6,011  
    Net unrealized investment gains
      (net of tax expense of $28,421)
    -       -       -       -       -       29,078       29,078  
    Foreign currency translation (net
      of tax benefit of $135)
    -       -       -       -       -       (249 )     (249 )
        Total comprehensive income
                                                    1,184,750  
                                                         
Common stock repurchases
    -       -       (665,624 )     -       -       -       (665,624 )
Common stock issuances related to 
  stock plans
    -       -       71,257       (2,951 )     -       -       68,306  
Common stock dividends declared
    -       -       -       -       (453,992 )     -       (453,992 )
Preferred dividend requirements of
  subsidiaries (a)
    (15,048 )     -       -       -       -       -       (15,048 )
                                                         
Balance at September 30, 2010
  $ 94,000     $ 2,548     $ (5,321,534 )   $ 5,367,091     $ 8,611,081     $ 72,566     $ 8,825,752  
                                                         
See Notes to Financial Statements.
                                                       
                                                         
 
 
(a) Consolidated net income and preferred dividend requirements of subsidiaries for both 2009 and 2010 include $9.2 million of preferred dividends on subsidiaries' preferred stock without sinking fund that is not presented as equity.

 
28

 

 
ENTERGY CORPORATION AND SUBSIDIARIES
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars in Millions)
       
Utility Electric Operating Revenues:
                   
  Residential
  $ 1,149     $ 967     $ 182       19  
  Commercial
    688       597       91       15  
  Industrial
    572       484       88       18  
  Governmental
    61       55       6       11  
    Total retail
    2,470       2,103       367       17  
  Sales for resale
    71       58       13       22  
  Other
    98       34       64       188  
    Total
  $ 2,639     $ 2,195     $ 444       20  
                                 
Utility Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    12,365       11,213       1,152       10  
  Commercial
    8,660       8,131       529       7  
  Industrial
    10,276       9,473       803       8  
  Governmental
    681       663       18       3  
    Total retail
    31,982       29,480       2,502       8  
  Sales for resale
    1,063       1,164       (101 )     (9 )
    Total
    33,045       30,644       2,401       8  
                                 
                                 
Non-Utility Nuclear:
                               
Operating Revenues
  $ 619     $ 684     $ (65 )     (10 )
Billed Electric Energy Sales (GWh)
    9,888       10,876       (988 )     (9 )
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars in Millions)
         
Utility Electric Operating Revenues:
                         
  Residential
  $ 2,691     $ 2,365     $ 326       14  
  Commercial
    1,776       1,677       99       6  
  Industrial
    1,663       1,524       139       9  
  Governmental
    163       156       7       4  
    Total retail
    6,293       5,722       571       10  
  Sales for resale
    216       197       19       10  
  Other
    351       222       129       58  
    Total
  $ 6,860     $ 6,141     $ 719       12  
                                 
Utility Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    29,715       26,206       3,509       13  
  Commercial
    21,935       20,842       1,093       5  
  Industrial
    28,871       26,402       2,469       9  
  Governmental
    1,854       1,802       52       3  
    Total retail
    82,375       75,252       7,123       9  
  Sales for resale
    3,351       3,863       (512 )     (13 )
    Total
    85,726       79,115       6,611       8  
                                 
                                 
Non-Utility Nuclear:
                               
Operating Revenues
  $ 1,813     $ 1,885     $ (72 )     (4 )
Billed Electric Energy Sales (GWh)
    30,011       29,929       82       -  
                                 

 
29

 
 
 

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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

Nuclear Insurance

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

Conventional Property Insurance

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

Employment Litigation

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

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

See Note 8 to the financial statements in the Form 10-K for information regarding asbestos litigation at Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.


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

Regulatory Assets

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

 
30

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Fuel and Purchased Power Cost Recovery

See Entergy Corporation and Subsidiaries' "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - System Agreement Proceedings" for updates to the discussion in the Form 10-K regarding the System Agreement proceedings.

Entergy Arkansas

Energy Cost Recovery Rider - APSC Investigations

Entergy Arkansas' retail rates include an energy cost recovery rider.  In early October 2005, the APSC initiated an investigation into Entergy Arkansas' interim energy cost rate.  The investigation focused on Entergy Arkansas' 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries.  In March 2006, the APSC extended its investigation to cover the costs included in Entergy Arkansas' March 2006 annual energy cost rate filing, and a hearing was held in the APSC energy cost recovery investigation in October 2006.

In January 2007, the APSC issued an order in its review of the energy cost rate.  The APSC found that Entergy Arkansas failed to maintain an adequate coal inventory level going into the summer of 2005 and that Entergy Arkansas should be responsible for any incremental energy costs resulting from two outages caused by employee and contractor error.  The coal plant generation curtailments were caused by railroad delivery problems and Entergy Arkansas has since resolved litigation with the railroad regarding the delivery problems.  The APSC staff was directed to perform an analysis with Entergy Arkansas' assistance to determine the additional fuel and purchased energy costs associated with these findings and file the analysis within 60 days of the order.  After a final determination of the costs is made by the APSC, Entergy Arkansas would be directed to refund that amount with interest to its customers as a credit on the energy cost recovery rider.  Entergy Arkansas requested rehearing of the order.  In March 2007, in order to allow further consideration by the APSC, the APSC granted Entergy Arkansas' petition for rehearing and for stay of the APSC order.

In October 2008, Entergy Arkansas filed a motion to lift the stay and to rescind the APSC's January 2007 order in light of the arguments advanced in Entergy Arkansas' rehearing petition and because the value for Entergy Arkansas' customers obtained through the resolved railroad litigation is significantly greater than the incremental cost of actions identified by the APSC as imprudent.  In December 2008, the APSC denied the motion to lift the stay pending resolution of Entergy Arkansas' rehearing request and of the unresolved issues in the proceeding.  The APSC ordered the parties to submit their unresolved issues list in the pending proceeding, which the parties did.  In February 2010 the APSC denied Entergy Arkansas' request for rehearing, and held a hearing in September 2010 to determine the amount of damages, if any, that should be assessed against Entergy Arkansas.  A decision is pending.  Entergy Arkansas expects the amount of damages, if any, to have an immaterial effect on its results of operations, financial position, or cash flows.

The APSC also established a separate docket to consider the resolved railroad litigation, and in February 2010 it established a procedural schedule that concluded with testimony through September 2010.  In a subsequent order the APSC scheduled a hearing for February 3, 2011.

Entergy Gulf States Louisiana

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates pursuant to a November 1997 LPSC general order.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period January 1995 through December 2002.  In June 2005 the LPSC expanded the audit period to include the years through 2004.  Discovery has largely concluded, but the LPSC Staff has not issued its report.  The LPSC recently directed its staff to issue the report by the end of December 2010.  A procedural schedule will be set to establish a hearing process to address any issues noted in the LPSC Staff report that are contested by Entergy Gulf States Louisiana.  Entergy Gulf States Louisiana has recorded provisions for the estimated effect of this proceeding.
 
 
 
31

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana's purchased gas adjustment clause filings for its gas distribution operations pursuant to a March 1999 LPSC general order.  The audit includes a review of the reasonableness of charges flowed through by Entergy Gulf States Louisiana for the period from January 2003 through December 2008.  Discovery is in progress, but a procedural schedule has not been established.

Entergy Louisiana

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Louisiana's fuel adjustment clause filings pursuant to a November 1997 LPSC general order.  The audit includes a review of the reasonableness of charges flowed through by Entergy Louisiana for the period from January 2005 through December 2009.  Discovery is in progress, but a procedural schedule has not been established.

Entergy Mississippi

In August 2009 the MPSC retained an independent audit firm to audit Entergy Mississippi's fuel adjustment clause submittals for the period October 2007 through September 2009.  The independent audit firm submitted its report to the MPSC in December 2009.  The report does not recommend that any costs be disallowed for recovery.  The report did suggest that some costs, less than one percent of the fuel and purchased power costs recovered during the period, may have been more reasonably charged to customers through base rates rather than through fuel charges, but the report did not suggest that customers should not have paid for those costs.  In November 2009 the MPSC also retained another firm to review processes and practices related to fuel and purchased energy.  The results of that review were filed with the MPSC in March 2010.  In that report, the independent consulting firm found that the practices and procedures in activities that directly affect the costs recovered through Entergy Mississippi's fuel adjustment clause appear reasonable.  Both audit reports were certified by the MPSC to the Mississippi Legislature, as required by Mississippi law.

Entergy Texas

As discussed in the Form 10-K, in January 2008, Entergy Texas made a compliance filing with the PUCT describing how its 2007 rough production cost equalization receipts under the System Agreement were allocated between Entergy Gulf States, Inc.'s Texas and Louisiana jurisdictions.  In December 2008 the PUCT adopted an ALJ proposal for decision recommending an additional $18.6 million allocation to Texas retail customers.  Because the PUCT allocation to Texas retail customers is inconsistent with the LPSC allocation to Louisiana retail customers, the PUCT's decision results in trapped costs between the Texas and Louisiana jurisdictions with no mechanism for recovery.  The PUCT denied Entergy Texas' motion for rehearing and Entergy Texas commenced proceedings in both state and federal district courts seeking to reverse the PUCT's decision.  The federal proceeding had been abated pending appeal of the FERC's order in the proceeding discussed below.

Entergy Texas filed with the FERC a proposed amendment to the System Agreement bandwidth formula to specifically calculate the payments to Entergy Gulf States Louisiana and Entergy Texas of Entergy Gulf States, Inc.'s rough production cost equalization receipts for 2007.  In May 2009 the FERC issued an order rejecting the proposed amendment.  Because of the FERC's order, Entergy Texas recorded the effects of the PUCT's allocation of the additional $18.6 million to Texas retail customers in the second quarter 2009.  On an after-tax basis, the charge to earnings was approximately $13.0 million (including interest).  In May 2010 the FERC rejected Entergy's request for rehearing of the FERC's order.  On July 14, 2010, Entergy appealed the FERC's decision to the U.S. Court of Appeals for the District of Columbia.

In the settlement of Entergy Texas's December 2009 rate case proceeding that is discussed further below, Entergy Texas agreed to credit to customers $18.6 million after the settlement is approved by the PUCT, with the parties agreeing that this amount represents the remaining portion of the 2007 rough production cost equalization payments received by Entergy Texas.  Entergy Texas also agreed to dismiss the state and federal district court proceedings and its appeal of the FERC's decision, all of which were seeking to change the result of the December 2008 PUCT decision.  The settlement of the 2009 rate case is pending before the PUCT.
 
 
32

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


In June 2010, Entergy Texas filed with the PUCT a request to refund approximately $66 million, including interest, of fuel cost recovery over-collections through May 2010.  In September 2010 the PUCT issued an order providing for a $77 million refund for fuel cost recovery over-collections through June 2010.  The refund will be made for most customers over a three-month period beginning with the September 2010 billing cycle.

Storm Cost Recovery

Entergy Arkansas Storm Reserve Accounting

The APSC's June 2007 order in Entergy Arkansas's base rate proceeding eliminated storm reserve accounting for Entergy Arkansas.  In March 2009 a law was enacted in Arkansas that requires the APSC to permit storm reserve accounting for utilities that request it.  Entergy Arkansas filed its request with the APSC, and reinstated storm reserve accounting effective January 1, 2009.  A hearing on Entergy Arkansas's request was held in March 2010, and in April 2010 the ALJ approved Entergy Arkansas’s establishment of a storm cost reserve account.

Entergy Arkansas January 2009 Ice Storm

As discussed in the Form 10-K, in January 2009 a severe ice storm caused significant damage to Entergy Arkansas's transmission and distribution lines, equipment, poles, and other facilities.  A law was enacted in April 2009 in Arkansas that authorizes securitization of storm damage restoration costs.  In June 2010 the APSC issued a financing order authorizing the issuance of approximately $126.3 million in storm cost recovery bonds, which includes carrying costs of $11.5 million and $4.6 million of up-front financing costs.  See Note 4 to the financial statements for a discussion of the August 2010 issuance of the securitization bonds.

Entergy Gulf States Louisiana and Entergy Louisiana Hurricane Gustav and Hurricane Ike Filing

As discussed in the Form 10-K, in September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy's service territory.  Entergy Gulf States Louisiana and Entergy Louisiana filed their Hurricane Gustav and Hurricane Ike storm cost recovery case with the LPSC in May 2009.  In September 2009, Entergy Gulf States Louisiana and Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55 financings).  Entergy Gulf States Louisiana’s and Entergy Louisiana’s Hurricane Katrina and Hurricane Rita storm costs were financed primarily by Act 55 financings, as discussed in the Form 10-K.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and Act 55 financing savings to customers via a Storm Cost Offset rider.  On December 30, 2009, Entergy Gulf States Louisiana and Entergy Louisiana entered into a stipulation agreement with the LPSC Staff that provides for total recoverable costs of approximately $234 million for Entergy Gulf States Louisiana and $394 million for Entergy Louisiana, including carrying costs.  Under this stipulation, Entergy Gulf States Louisiana agrees not to recover $4.4 million and Entergy Louisiana agrees not to recover $7.2 million of their storm restoration spending.  The stipulation also permits replenishing Entergy Gulf States Louisiana's storm reserve in the amount of $90 million and Entergy Louisiana's storm reserve in the amount of $200 million when the Act 55 financings are accomplished.  In March and April 2010, Entergy Gulf States Louisiana, Entergy Louisiana, and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that includes these terms and also includes Entergy Gulf States Louisiana’s and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $15.5 million and $27.75 million of customer benefits, respectively, through prospective annual rate reductions of $3.1 million and $5.55 million for five years.  A stipulation hearing was held before the ALJ on April 13, 2010.  On April 21, 2010, the LPSC approved the settlement and subsequently issued two financing orders and one ratemaking order intended to facilitate the implementation of the Act 55 financings.  In June 2010 the Louisiana State Bond Commission approved the Act 55 financings.
 
 
33

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


On July 22, 2010, the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $468.9 million in bonds under Act 55.  From the $462.4 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $200 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $262.4 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana used $262.4 million to acquire 2,624,297.11 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

On July 22, 2010, the LCDA issued another $244.1 million in bonds under Act 55. From the $240.3 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $90 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $150.3 million directly to Entergy Gulf States Louisiana. From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana used $150.3 million to acquire 1,502,643.04 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana do not report the bonds on their balance sheets because the bonds are the obligation of the LCDA, and there is no recourse against Entergy, Entergy Gulf States Louisiana or Entergy Louisiana in the event of a bond default.  To service the bonds, Entergy Gulf States Louisiana and Entergy Louisiana collect a system restoration charge on behalf of the LURC, and remit the collections to the bond indenture trustee.  Entergy Gulf States Louisiana and Entergy Louisiana do not report the collections as revenue because they are merely acting as the billing and collection agents for the state.

Entergy New Orleans

In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that included Community Development Block Grant (CDBG) funding (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allowed state and local leaders to fund individual recovery priorities.  In March 2007, the City Council certified that Entergy New Orleans incurred $205 million in storm-related costs through December 2006 that are eligible for CDBG funding under the state action plan, and certified Entergy New Orleans' estimated costs of $465 million for its gas system rebuild.  Entergy New Orleans received $180.8 million of CDBG funds in 2007 and $19.2 million in 2010.

Little Gypsy Repowering Project

In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the Little Gypsy repowering project and seeking recovery over a five-year period of the project costs.  In June 2010 and August 2010, the LPSC Staff and Intervenors filed testimony.  The LPSC Staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and
 
 
 
34

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


(5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest.  In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it is probable that the Little Gypsy repowering project will be abandoned and accordingly has reclassified $199.8 million of project costs from construction work in progress to a regulatory asset.  This accounting reclassification does not modify Entergy Louisiana’s requested relief pending before the LPSC.  The procedural schedule calls for hearings to begin in November 2010.

There currently is pending before the LPSC an appeal by the LPSC Staff of a decision by the ALJ relating to a dispute between the LPSC Staff and industrial customer intervenors relating to positions regarding the allocation of the project costs among customers.  The LPSC is expected to review this appeal at its November 10, 2010 meeting.  The ALJ has determined that the hearings in the underlying case will begin on the date currently scheduled and that all issues other than cost allocation will be heard at that time.  A status conference will be held on November 12, 2010 to determine the hearing schedule for the cost allocation issue.  The record from the original hearing will be held open until the conclusion of the hearing on cost allocation.

Federal Healthcare Legislation

The Patient Protection and Affordable Care Act (PPACA) became federal law on March 23, 2010, and, on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 became federal law and amended certain provisions of the PPACA.  These new federal laws change the law governing employer-sponsored group health plans, like Entergy's plans.  All of the effects of these changes are not yet determinable because technical guidance regarding application must still be issued, and Entergy will monitor these developments.

One provision of the new law that is effective in 2013 eliminates the federal income tax deduction for prescription drug expenses of Medicare beneficiaries for which the plan sponsor also receives the retiree drug subsidy under Part D.  Entergy receives subsidy payments under the Medicare Part D plan and therefore in the first quarter 2010 recorded a reduction to the deferred tax asset related to the unfunded other postretirement benefit obligation.  The offset was recorded as a charge to income tax expense or, for the Utility, including each Registrant Subsidiary, as a regulatory asset.  The Utility has a regulatory asset of $99 million recorded for this, including $31 million at Entergy Arkansas, $16 million at Entergy Gulf States Louisiana, $19 million at Entergy Louisiana, $10 million at Entergy Mississippi, $7 million at Entergy New Orleans, $11 million at Entergy Texas, and $5 million at System Energy.

Retail Rate Proceedings

The following chart summarizes the Utility operating companies' current retail base rates:
 
Company
 
Authorized
Return on
Common Equity
   
         
Entergy Arkansas
 
10.2%
 
- Current retail base rates implemented in the July 2010 billing cycle pursuant to a settlement approved by the APSC.
         
Entergy Gulf States Louisiana
 
9.9%-11.4% Electric; 10.0%-11.0% Gas
 
- Current retail electric base rates implemented in the September 2010 billing cycle based on Entergy Gulf States Louisiana's revised 2009 test year formula 
   rate plan filing, subject to refund and final approval by the LPSC.
         
 
 
 
35

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Louisiana
 
9.45%-
11.05%
 
- Current retail base rates implemented in the September 2010 billing cycle based on Entergy Louisiana's revised 2009 test year formula rate plan filing,
   subject to refund and final approval by the LPSC.
         
Entergy Mississippi
 
10.79%-
13.05%
 
- Current retail base rates reflect Entergy Mississippi's latest formula rate plan filing, based on the 2009 test year, and a settlement approved by the MPSC.
         
Entergy New Orleans
 
10.7% - 11.5% Electric; 10.25% - 11.25% Gas
 
- Retail base rates through the September 2010 billing cycle implemented effective June 1, 2009, pursuant to a settlement of Entergy New Orleans's base
   rate case approved by the City Council.  Retail base rates implemented in the October 2010 billing cycle pursuant to Entergy New Orleans's 2009 test
   year formula rate plan filing and a settlement approved by the City Council Utility Committee that is pending consideration by the full City Council.
         
Entergy Texas
 
10.0%
 
- Current retail base rates implemented for usage beginning August 15, 2010, pursuant to a settlement of Entergy Texas's base rate case.  PUCT 
   consideration of the base rate case settlement is pending.

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

Filings with the APSC

As discussed in the Form 10-K, on September 4, 2009, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs.  In June 2010 the APSC approved a settlement and subsequent compliance tariffs that provide for a $63.7 million rate increase, effective for bills rendered for the first billing cycle of July 2010.  The settlement provides for a 10.2% return on common equity.  Entergy Arkansas's proposed formula rate plan mechanism, including a recovery mechanism for APSC-approved costs for additional capacity purchases or construction/acquisition of new transmission or generating facilities, was not adopted under the settlement.

Filings with the LPSC

(Entergy Gulf States Louisiana)

See the Form 10-K for a discussion of Entergy Gulf States Louisiana’s formula rate plan that the LPSC approved for the 2008, 2009, and 2010 test years.  Entergy Gulf States Louisiana, effective with the November 2009 billing cycle, reset its rates to achieve a 10.65% return on equity for the 2008 test year.  The rate reset, a $44.3 million increase that includes a $36.9 million cost of service adjustment, plus $7.4 million net for increased capacity costs and a base rate reclassification, was implemented for the November 2009 billing cycle, and the rate reset was subject to refund pending review of the 2008 test year filing that was made in October 2009.  In January 2010, Entergy Gulf States Louisiana implemented an additional $23.9 million rate increase pursuant to a special rate implementation filing made in December 2009, primarily for incremental capacity costs approved by the LPSC.  In May 2010, Entergy Gulf States Louisiana and the LPSC staff submitted a joint report on the 2008 test year filing and requested that the LPSC accept the report, which will result in a $0.8 million reduction in current rates effective in the June 2010 billing cycle and a $0.5 million refund.  At its May 19, 2010 meeting, the LPSC accepted the joint report.
 
 
36

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



In May 2010, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2009 test year.  The filing reflected a 10.25% return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing does reflect, however, consistent with a December 2009 filing, a revenue requirement increase to provide supplemental funding for the decommissioning trust maintained for the LPSC-regulated 70% share of River Bend, in response to a NRC notification of a projected shortfall of decommissioning funding assurance.  The filing also reflects a rate increase for incremental capacity costs.  In July 2010 the LPSC approved a $7.8 million increase in the revenue requirement for decommissioning, effective September 2010.  In August 2010, Entergy Gulf States Louisiana made a revised 2009 test year filing.  The revised filing reflected a 10.12% earned return on common equity, which is within the allowed earnings bandwidth resulting in no cost of service adjustment.  The revised filing also reflected two increases outside of the formula rate plan sharing mechanism: (1) the previously approved decommissioning revenue requirement, and (2) $25.2 million for capacity costs.  The rates reflected in the revised filing became effective, beginning with the first billing cycle of September 2010, subject to refund and final approval by the LPSC.  The September 2010 rate change contributed approximately $2.8 million to Entergy Gulf States Louisiana's revenues in the third quarter 2010.

In January 2010, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2009.  The filing showed an earned return on common equity of 10.87%, which is within the earnings bandwidth of 10.5% plus or minus fifty basis points, resulting in no rate change.  In April 2010, Entergy Gulf States Louisiana filed a revised evaluation report reflecting changes agreed upon with the LPSC Staff.  The revised evaluation report also results in no rate change.

(Entergy Louisiana)

See the Form 10-K for a discussion of Entergy Louisiana’s formula rate plan that the LPSC approved for the 2008, 2009, and 2010 test years.  Entergy Louisiana, effective with the November 2009 billing cycle, reset its rates to achieve a 10.25% return on equity for the 2008 test year.  The rate reset, a $2.5 million increase that includes a $16.3 million cost of service adjustment less a $13.8 million net reduction for decreased capacity costs and a base rate reclassification, was implemented for the November 2009 billing cycle, and the rate reset was subject to refund pending review of the 2008 test year filing that was made in October 2009.  In April 2010, Entergy Louisiana and the LPSC staff submitted a joint report on the 2008 test year filing and requested that the LPSC accept the report, which will result in a $0.1 million reduction in current rates effective in the May 2010 billing cycle and a $0.1 million refund.  In addition, Entergy Louisiana will move the recovery of approximately $12.5 million of capacity costs from fuel adjustment clause recovery to base rate recovery.  At its April 21, 2010 meeting, the LPSC accepted the joint report.

In May 2010, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2009 test year.  The filing reflected a 10.82% return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing does reflect, however, consistent with a December 2009 filing, a revenue requirement increase to provide supplemental funding for the decommissioning trust maintained for Waterford 3, in response to a NRC notification of a projected shortfall of decommissioning funding assurance.  The filing also reflects a rate change for incremental capacity costs.  In July 2010 the LPSC approved a $3.5 million increase in the retail revenue requirement for decommissioning, effective September 2010.  In August 2010 Entergy Louisiana made a revised 2009 test year formula rate plan filing.  The revised filing reflected a 10.82% earned return on common equity, which is within the allowed earnings bandwidth resulting in no cost of service adjustment.  The filing also reflected two increases outside of the formula rate plan sharing mechanism: (1) the previously approved decommissioning revenue requirement, and (2) $2.2 million for capacity costs.  The rates reflected in the revised filing became effective beginning with the first billing cycle of September 2010, subject to refund and final approval by the LPSC.  The September 2010 rate change contributed approximately $0.5 million to Entergy Louisiana's revenues in the third quarter 2010.

Filings with the MPSC

In September 2009, Entergy Mississippi filed with the MPSC proposed modifications to its formula rate plan rider.  In March 2010 the MPSC issued an order: (1) providing the opportunity for a reset of Entergy Mississippi's return on common equity to a point within the formula rate plan bandwidth and eliminating the 50/50 sharing that had been in the plan, (2) modifying the performance measurement process, and (3) replacing the revenue change limit of two percent of revenues, which was subject to a $14.5 million revenue adjustment cap, with a limit of four percent of revenues, although any adjustment above two percent requires a hearing before the MPSC.  The MPSC did not approve Entergy Mississippi's request to use a projected test year for its annual scheduled formula rate plan filing and, therefore, Entergy Mississippi will continue to use a historical test year for its annual evaluation reports under the plan.
 
 
37

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


As discussed in the Form 10-K, in March 2010, Entergy Mississippi submitted its 2009 test year filing, its first annual filing under the new formula rate plan rider.  In June 2010 the MPSC approved a joint stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provides for no change in rates, but does provide for the deferral as a regulatory asset of $3.9 million of legal expenses associated with certain litigation involving the Mississippi Attorney General, as well as ongoing legal expenses in that litigation until the litigation is resolved.

Filings with the City Council

In May 2010, Entergy New Orleans filed its electric and gas formula rate plan evaluation reports.  The filings requested a $12.8 million electric base revenue decrease and a $2.4 million gas base revenue increase.  Entergy New Orleans and the City Council's Advisors have reached a settlement that would result in an $18.0 million electric base revenue decrease and zero gas base revenue change effective with the October 2010 billing cycle.  The proposed settlement received unanimous City Council Utility Committee approval on October 19, 2010 and full City Council consideration of the settlement is pending.

Filings with the PUCT and Texas Cities

As discussed in the Form 10-K, in December 2009, Entergy Texas filed a rate case requesting a $198.7 million increase reflecting an 11.5% return on common equity based on an adjusted June 2009 test year.  The filing includes a proposed cost of service adjustment rider with a three-year term beginning with the 2010 calendar year as the initial evaluation period.  Key provisions include a plus or minus 15 basis point bandwidth, with earnings outside the bandwidth reset to the bottom or top of the band and rates changing prospectively depending upon whether Entergy Texas is under or over-earning.  The annual change in revenue requirement is limited to a percentage change in the Consumer Price Index for urban areas, and the filing includes a provision for extraordinary events greater than $10 million per year that would be considered separately.  The filing also proposes a purchased power recovery rider and a competitive generation service tariff and will establish test year baseline values to be used in the transmission cost recovery factor rider authorized for use by Entergy Texas in the 2009 legislative session.  The rate case also includes a $2.8 million revenue requirement to provide supplemental funding for the decommissioning trust maintained for the 70% share of River Bend for which Entergy Texas retail customers are partially responsible, in response to an NRC notification of a projected shortfall of decommissioning funding assurance.  Beginning in May 2010, Entergy Texas implemented a $17.5 million interim rate increase, subject to refund.  Intervenors and PUCT Staff filed testimony opposing the riders discussed above and recommended adjustments that would result in a maximum rate increase of, based on the PUCT Staff’s testimony, $58 million.  Hearings regarding the merits of the competitive generation service tariff, which was a proposal required by law that would allow eligible customers to obtain alternative generation supply, were held in July 2010.

The parties filed a settlement in August 2010 intended to resolve the other issues in the rate case proceeding. The settlement provides for a $59 million base rate increase for electricity usage beginning August 15, 2010, with an additional increase of $9 million for bills rendered beginning May 2, 2011.  The settlement stipulates an authorized return on equity of 10.125%.  The settlement provides that Entergy Texas's proposed cost of service adjustment rider, purchased power recovery rider, and transmission cost recovery factors will not be approved in the rate case proceeding, although baseline values were established to be used in Entergy Texas's request for a transmission recovery factor that will be made in a separate proceeding.  The settlement states that Entergy Texas's fuel costs for the period April 2007 through June 2009 are reconciled, with $3.25 million of disallowed costs, which were included in
 
 
 
38

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


 
the interim fuel refund discussed above.  The settlement also sets River Bend decommissioning costs at $2.0 million annually.  Consistent with the settlement, in the third quarter 2010, Entergy Texas amortized $11 million of rate case costs.  The May and August 2010 rate changes have contributed approximately $11.8 million to Entergy Texas's revenues in 2010.  In October 2010 the ALJ forwarded the settlement to the PUCT for its consideration and also recommended rejection of the competitive generation service tariff.  The PUCT is scheduled to consider the settlement and ALJ's recommendation in November 2010.


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

Common Stock

Earnings per Share

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

   
For the Three Months Ended September 30,
   
2010
 
2009
   
(In Millions, Except Per Share Data)
                         
Basic earnings per share
 
Income
 
Shares
 
$/share
 
Income
 
Shares
 
$/share
                         
Net income attributable to
  Entergy Corporation
 
 
$492.9
 
 
186.0
 
 
$2.65 
 
 
$455.2
 
 
193.4
 
 
$2.35 
Average dilutive effect of:
                       
Stock options
 
 -
 
1.8
 
(0.03)
 
 -
 
2.5
 
(0.03)
                         
Diluted earnings per share
 
$492.9
 
187.8
 
$2.62 
 
$455.2
 
195.9
 
$2.32 


   
For the Nine Months Ended September 30,
   
2010
 
2009
   
(In Millions, Except Per Share Data)
                         
Basic earnings per share
 
Income
 
Shares
 
$/share
 
Income
 
Shares
 
$/share
                         
Net income attributable to
  Entergy Corporation
 
 
$1,022
 
 
188.0
 
 
$5.44 
 
 
$917.3
 
 
194.0
 
 
$4.73 
Average dilutive effect of:
                       
Stock options
 
 -
 
1.9
 
(0.06)
 
 -
 
2.2
 
(0.06)
Equity units
 
 -
 
 -
 
 - 
 
$ 3.2
 
1.2
 
(0.01)
                         
Diluted earnings per share
 
$1,022
 
189.9
 
$5.38 
 
$920.5
 
197.4
 
$4.66 

Entergy's stock option and other equity compensation plans are discussed in Note 12 to the financial statements in the Form 10-K.

Treasury Stock

During the nine months ended September 30, 2010, Entergy Corporation issued 985,229 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards.  Also during the nine months ended September 30, 2010, Entergy Corporation repurchased 8,580,551 shares of its common stock for a total purchase price of $665.6 million.
 
 
39

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Retained Earnings

On October 29, 2010, Entergy Corporation's Board of Directors declared a common stock dividend of $0.83 per share, payable on December 1, 2010 to holders of record as of November 12, 2010.
 
Comprehensive Income

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

   
 
Entergy
 
Entergy
Gulf States Louisiana
 
Entergy
Louisiana
   
September 30,
2010
 
December 31,
2009
 
September 30,
2010
 
December 31,
2009
 
September 30,
2010
 
December 31,
2009
   
(In Thousands)
                         
Cash flow hedges net
 unrealized gain
 
 
$230,854 
 
 
$117,943 
 
 
$- 
 
 
$- 
 
 
$- 
 
 
$- 
Pension and other
 postretirement liabilities
 
 
(261,928)
 
 
(267,939)
 
 
(40,557)
 
 
(42,171)
 
 
(24,204)
 
 
(25,539)
Net unrealized investment
 gains
 
 
101,240 
 
 
72,162 
 
 
 
 
 
 
 
 
Foreign currency translation
 
2,400 
 
2,649 
 
 
 
 
Total
 
$72,566 
 
($75,185)
 
($40,557)
 
($42,171)
 
($24,204)
 
($25,539)

Other comprehensive income and total comprehensive income for the nine months ended September 30, 2010 and 2009 are presented in Entergy's, Entergy Gulf States Louisiana's, and Entergy Louisiana's Statements of Changes in Equity and Comprehensive Income.  Other comprehensive income and total comprehensive income, for the three months ended September 30, 2010 and 2009, are (all of the components of other comprehensive income are attributable to common equity):

   
Entergy
Three Months Ended September 30,
 
2010
 
2009
   
(In Thousands)
         
Consolidated net income
 
$497,901
 
$460,167 
Other comprehensive income
       
Cash flow hedges net unrealized gain (loss) (a)
 
53,840
 
(59,439)
Pension and other postretirement liabilities (b)
 
1,001
 
1,456 
Net unrealized investment gains (c)
 
48,280
 
51,321 
Foreign currency translation (d)
 
510
 
(285)
Total
 
$601,532
 
$453,220 

 
 (a) Net of tax expense (benefit) of $32,466 and ($36,090), respectively.
 (b)  Net of tax expense (benefit) of $2,236 and ($255), respectively.
 (c)  Net of tax expense (benefit) of $44,499 and $56,880, respectively.
 (d) Net of tax expense (benefit) of $275 and ($153), respectively.
 
      
 
40

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



   
Entergy
Gulf States Louisiana
 
Entergy
Louisiana
Three Months Ended September 30,
 
2010
 
2009
 
2010
 
2009
   
(In Thousands)
                 
Net income
 
$76,939 
 
$46,212 
 
$94,320 
 
$86,969 
Other comprehensive income
               
Cash flow hedges net unrealized loss
 
 
 
 
Pension and other postretirement liabilities (e)
 
516 
 
341 
 
444
 
417 
Net unrealized investment gains
 
 
 
 
Foreign currency translation
 
 
 
 
Total
 
$77,455 
 
$46,553 
 
$94,764 
 
$87,386 
 

 
 (e)  Net of tax expense (benefit) of $508, $308, $378, and $348, respectively.
 
  

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

Entergy Corporation has in place a credit facility that expires in August 2012 and has a borrowing capacity of approximately $3.5 billion.  Entergy Corporation also has the ability to issue letters of credit against the total borrowing capacity of the credit facility.  The facility fee is currently 0.125% of the commitment amount.  Facility fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation.  The weighted average interest rate for the nine months ended September 30, 2010 was 0.771% on the drawn portion of the facility.  Following is a summary of the borrowings outstanding and capacity available under the facility as of September 30, 2010.

 
Capacity
 
 
Borrowings
 
Letters
of Credit
 
Capacity
Available
(In Millions)
             
$3,472 
 
$1,775
 
$25 
 
$1,672

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

 
41

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas each had credit facilities available as of September 30, 2010 as follows:

 
 
 
Company
 



Expiration Date
 
 
 
Amount of
Facility
 
 
 
 
Interest Rate (a)
 
Amount Drawn
as of
September 30,
2010
                 
Entergy Arkansas
 
April 2011
 
$75.125 million (b)
 
2.75%
 
-
Entergy Gulf States Louisiana
 
August 2012
 
$100 million (c)
 
0.67%
 
-
Entergy Louisiana
 
August 2012
 
$200 million (d)
 
0.67%
 
-
Entergy Mississippi
 
May 2011
 
$35 million (e)
 
2.01%
 
-
Entergy Mississippi
 
May 2011
 
$25 million (e)
 
2.01%
 
-
Entergy Mississippi
 
May 2011
 
$10 million (e)
 
2.01%
 
-
Entergy Texas
 
August 2012
 
$100 million (f)
 
0.73%
 
-

(a)
The interest rate is the rate as of September 30, 2010 that would be applied to outstanding borrowings under the facility.
(b)
The credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization.  Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable.
(c)
The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2010, no letters of credit were outstanding.  The credit facility requires Entergy Gulf States Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.  Pursuant to the terms of the credit agreement, the amount of debt assumed by Entergy Texas ($0 as of September 30, 2010 and $168 million as of December 31, 2009) is excluded from debt and capitalization in calculating the debt ratio.
(d)
The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2010, no letters of credit were outstanding.  The credit facility requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.
(e)
Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable.  Entergy Mississippi is required to maintain a consolidated debt ratio of 65% or less of its total capitalization.
(f)
The credit facility allows Entergy Texas to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2010, no letters of credit were outstanding.  The credit facility requires Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization.  Pursuant to the terms of the credit agreement securitization bonds are excluded from debt and capitalization in calculating the debt ratio.

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

The short-term borrowings of the Registrant Subsidiaries are limited to amounts authorized by the FERC.  The current FERC-authorized limits are effective through October 31, 2011 under a FERC order dated October 14, 2009. In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries' dependence on external short-term borrowings.  Borrowings from the money pool and external borrowings combined may not exceed the FERC-authorized limits.  The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings as of September 30, 2010 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:


 
42

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



   
Authorized
 
Borrowings
   
(In Millions)
         
Entergy Arkansas
 
$250
 
-
Entergy Gulf States Louisiana
 
$200
 
-
Entergy Louisiana
 
$250
 
-
Entergy Mississippi
 
$175
 
$22
Entergy New Orleans
 
$100
 
-
Entergy Texas
 
$200
 
-
System Energy
 
$200
 
-

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

See Note 12 to the financial statements for a discussion of the consolidation of the nuclear fuel company variable interest entities (VIE) effective in the first quarter 2010.  The variable interest entities have short-term credit facilities and also issue commercial paper to finance the acquisition and ownership of nuclear fuel as follows as of September 30, 2010:

 
 
 
 
Company
 



Expiration
Date
 
 
 
Amount
of
Facility
 
Weighted Average Interest
Rate on
Borrowings (a)
 
 
Amount
Outstanding
as of September 30, 2010
 
   
(Dollars in Millions)
 
                   
Entergy Arkansas VIE
 
July 2013
 
$85
 
2.36%
 
$14.8
 
Entergy Gulf States Louisiana VIE
 
July 2013
 
$85
 
2.50%
 
27.5
 
Entergy Louisiana VIE
 
July 2013
 
$90
 
2.37%
 
41.1
 
System Energy VIE
 
July 2013
 
$100
 
2.45%
 
56.0
 

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

The amount outstanding on these credit facilities and commercial paper issuances are presented as Notes payable on the balance sheets.  The commitment fees on the credit facilities are 0.20% of the commitment amount.  Each credit facility requires the respective lessee (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, or Entergy Corporation as Guarantor for System Energy) to maintain a consolidated debt ratio of 70% or less of its total capitalization.

 
43

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The variable interest entities had long-term notes payable that are included in long-term debt on the respective balance sheets as of September 30, 2010 as follows:

Company
 
Description
 
Amount
         
Entergy Arkansas VIE
 
5.60% Series G due September 2011
 
$35 million
Entergy Arkansas VIE
 
9% Series H due June 2013
 
$30 million
Entergy Arkansas VIE
 
5.69% Series I due July 2014
 
$70 million
Entergy Gulf States Louisiana VIE
 
5.56% Series N due May 2013
 
$75 million
Entergy Gulf States Louisiana VIE
 
5.41% Series O due July 2012
 
$60 million
Entergy Louisiana VIE
 
5.69% Series E due July 2014
 
$50 million
System Energy VIE
 
6.29% Series F due September 2013
 
$70 million
System Energy VIE
 
5.33% Series G due April 2015
 
$60 million

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

Debt Issuances and Redemptions

(Entergy Arkansas)

On June 1, 2010, Entergy Arkansas paid, at maturity, its $100 million of 4.50% Series first mortgage bonds.

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs.  In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds.  The bonds have a coupon of 2.30% and an expected maturity date of August 2021.  Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amounts of $10.3 million for 2011, $12.2 million for 2012, $12.6 million for 2013, $12.8 million for 2014, and $13.2 million for 2015.  With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds.  The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet.  The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas.  Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

In October 2010, Entergy Arkansas issued $225 million of 5.75% Series first mortgage bonds due November 2040.  In November 2010, Entergy Arkansas intends to use a portion of the proceeds to repay, prior to maturity, its $100 million of 6.70% Series first mortgage bonds due April 2032 and its $100 million of 6.0% Series first mortgage bonds due November 2032.

(Entergy Gulf States Louisiana)

In June 2010, pursuant to the debt assumption agreement with Entergy Texas, $160 million of Entergy Gulf States Louisiana's first mortgage bonds 5.70% Series due June 2015 were repaid prior to maturity.

In July 2010, Entergy Gulf States Louisiana paid, at maturity, its $11.975 million of 5.45% Series Calcasieu Parish governmental bonds.

 
44

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



In October 2010, Entergy Gulf States Louisiana issued $250 million of 3.95% Series first mortgage bonds due October 2020.  In November 2010, Entergy Gulf States Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, (i) its first mortgage bonds, 5.25% Series due August 2015, which had an outstanding aggregate principal amount of $92.12 million; (ii) its first mortgage bonds, 4.875% Series due November 2011, which had an outstanding aggregate principal amount of $200 million; and (iii) its first mortgage bonds, 5.70% Series due June 2015, which had an outstanding aggregate principal amount of $40 million.

In October 2010, Entergy Gulf States Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $83.68 million of 5% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010A due September 2028, which are secured by a series of non-interest bearing first mortgage bonds.

In October 2010, Entergy Gulf States Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $31.955 million of 2.875% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010B due November 2015, which are secured by a series of non-interest bearing first mortgage bonds.

(Entergy Louisiana)

In March 2010, Entergy Louisiana issued $150 million of 6.0% Series first mortgage bonds due March 2040.  Entergy Louisiana used the proceeds in April 2010, together with other available funds, to redeem, prior to maturity, all of its $150 million 7.60% Series first mortgage bonds, due April 2032.  Because the proceeds were deposited directly with a trustee and not held by Entergy Louisiana, the bond issuance and redemption are reported as non-cash financing activity on the cash flow statement.

On June 1, 2010, Entergy Louisiana paid, at maturity, its $55 million of 4.67% Series first mortgage bonds.

In September 2010, Entergy Louisiana issued $250 million of 4.44% Series first mortgage bonds due January 2026.  In October 2010, Entergy Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, all of its $100 million 5.56% Series first mortgage bonds due September 2015 and all of its $100 million Series 5.50% Series first mortgage bonds due April 2019.  In November 2010, Entergy Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, all of its $115 million 5.09% Series first mortgage bonds due November 2014.

In October 2010, Entergy Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $115 million of 5% Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 due June 2030, which are secured by a series of non-interest bearing first mortgage bonds.

In November 2010, Entergy Louisiana paid, at maturity, its $150 million of 5.83% Series first mortgage bonds.

(Entergy Mississippi)

In April 2010, Entergy Mississippi issued $80 million of 6.20% Series first mortgage bonds due April 2040. Entergy Mississippi used the proceeds in May 2010, together with other available funds, to redeem, prior to maturity, all of its $100 million 7.25% Series first mortgage bonds due December 2032.

(Entergy New Orleans)

Pursuant to its plan of reorganization, in May 2007, Entergy New Orleans issued notes due in three years in satisfaction of its affiliate prepetition accounts payable (approximately $74 million, including interest), including its indebtedness to the Entergy System money pool.  In May 2010, Entergy New Orleans repaid, at maturity, the notes payable.

On July 1, 2010, Entergy New Orleans paid, at maturity, its $30 million of 4.98% Series first mortgage bonds.
 
 
45

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


(Entergy Texas)

In May 2010, Entergy Texas issued $200 million of 3.60% Series mortgage bonds due June 2015.  Entergy Texas used a portion of the proceeds to pay prior to maturity Entergy Texas's remaining obligations (with interest rates ranging from 4.875% to 6.18% per annum and maturities ranging from November 1, 2011 to March 1, 2035) pursuant to the debt assumption agreement with Entergy Gulf States Louisiana.

(Entergy Corporation)

In May 2010, Entergy Corporation repaid, at maturity, its $75 million 6.58% notes payable.

In June 2010, Entergy Corporation repaid, at maturity, its $60 million bank term loan.

In September 2010, Entergy Corporation issued $550 million of 3.625% Series senior notes due September 2015.  Entergy Corporation used the proceeds to pay down borrowings outstanding under the Entergy Corporation credit facility.

In September 2010, Entergy Corporation issued $450 million of 5.125% Series senior notes due September 2020.  Entergy Corporation used the proceeds to pay down borrowings outstanding under the Entergy Corporation credit facility.

The interest rates on each of the 3.625% Series and the 5.125% Series senior notes can increase by as much as 2.0% if the credit rating assigned to the notes in the series is downgraded.

Fair Value

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of September 30, 2010 are as follows:

   
Book Value
of Long-Term Debt (a)
 
Fair Value
of Long-Term Debt (a) (b)
   
(In Thousands)
         
Entergy
 
$11,236,169
 
$11,822,959
Entergy Arkansas
 
$1,597,057
 
$1,673,620
Entergy Gulf States Louisiana
 
$1,580,391
 
$1,690,930
Entergy Louisiana
 
$1,783,260
 
$1,921,679
Entergy Mississippi
 
$825,359
 
$827,302
Entergy New Orleans
 
$167,266
 
$172,551
Entergy Texas
 
$1,668,151
 
$1,907,305
System Energy
 
$608,169
 
$621,266

(a)
The values exclude lease obligations of $224 million at Entergy Louisiana and $222 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $170 million at Entergy, and include debt due within one year.
(b)
The fair value is determined by nationally recognized investment banking firms.



 
46

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


NOTE 5.  STOCK-BASED COMPENSATION (Entergy Corporation)

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

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

 
2010
 
2009
 
(In Millions)
       
Compensation expense included in Entergy's net income for the third quarter
$3.7
 
$4.2
Tax benefit recognized in Entergy's net income for the third quarter
$1.4
 
$1.6
       
Compensation expense included in Entergy's net income for the nine months ended September 30,
 
$11.3
 
 
$12.7
Tax benefit recognized in Entergy's net income for the nine months ended September 30,
$4.4
 
$4.9
Compensation cost capitalized as part of fixed assets and inventory as of September 30,
$2.2
 
$2.4

Entergy granted 1,407,900 stock options during the first quarter 2010 with a weighted-average fair value of $13.18.  At September 30, 2010, there were 11,470,073 stock options outstanding with a weighted-average exercise price of $72.19.  The aggregate intrinsic value of the stock options outstanding at September 30, 2010 was $49.8 million.


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

Components of Net Pension Cost

Entergy's qualified pension cost, including amounts capitalized, for the third quarters of 2010 and 2009, included the following components:

   
2010
 
2009
   
(In Thousands)
         
Service cost - benefits earned during the period
 
$26,239 
 
$22,412 
Interest cost on projected benefit obligation
 
57,802 
 
54,543 
Expected return on assets
 
(64,902)
 
(62,305)
Amortization of prior service cost
 
1,164 
 
1,249 
Amortization of loss
 
16,475 
 
5,600 
Net pension costs
 
$36,778 
 
$21,499 

 
 
47

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy's qualified pension cost, including amounts capitalized, for the nine months ended September 30, 2010 and 2009, included the following components:

   
2010
 
2009
   
(In Thousands)
         
Service cost - benefits earned during the period
 
$78,717 
 
$67,236 
Interest cost on projected benefit obligation
 
173,406 
 
163,629 
Expected return on assets
 
(194,706)
 
(186,915)
Amortization of prior service cost
 
3,492 
 
3,747 
Amortization of loss
 
49,425 
 
16,800 
Net pension costs
 
$110,334 
 
$64,497 

The Registrant Subsidiaries' qualified pension cost, including amounts capitalized, for the third quarters of 2010 and 2009, included the following components:

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

 
 
2009
 
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Service cost - benefits earned
                           
  during the period
 
$3,400 
 
$1,748 
 
$1,974 
 
$995 
 
$425 
 
$917 
 
$880 
Interest cost on projected
                           
  benefit obligation
 
11,761 
 
5,279 
 
6,940 
 
3,676 
 
1,470
 
3,935 
 
2,139 
Expected return on assets
 
(12,187)
 
(7,516)
 
(8,197)
 
(4,236)
 
(1,815)
 
(5,185)
 
(2,766)
Amortization of prior service
                           
  cost
 
212 
 
110 
 
119 
 
85 
 
52 
 
80 
 
Amortization of loss
 
1,764 
 
79 
 
703 
 
324 
 
305 
 
43 
 
109 
Net pension cost/(income)
 
$4,950 
 
($300)
 
$1,539 
 
$844 
 
$437 
 
($210)
 
$371 


 
48

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The Registrant Subsidiaries' qualified pension cost, including amounts capitalized, for the nine months ended September 30, 2010 and 2009, included the following components:

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

 
 
2009
 
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Service cost - benefits earned
                           
  during the period
 
$10,200 
 
$5,244 
 
$5,922 
 
$2,985 
 
$1,275 
 
$2,751 
 
$2,640 
Interest cost on projected
                           
  benefit obligation
 
35,283 
 
15,837 
 
20,820 
 
11,028 
 
4,410 
 
11,805 
 
6,417 
Expected return on assets
 
(36,561)
 
(22,548)
 
(24,591)
 
(12,708)
 
(5,445)
 
(15,555)
 
(8,298)
Amortization of prior service
                           
  cost
 
636 
 
330 
 
357 
 
255 
 
156 
 
240 
 
27 
Amortization of loss
 
5,292 
 
237 
 
2,109 
 
972 
 
915 
 
129 
 
327 
Net pension cost/(income)
 
$14,850 
 
($900)
 
$4,617 
 
$2,532 
 
$1,311 
 
($630)
 
$1,113 

Entergy recognized $4.7 million and $10.4 million in pension cost for its non-qualified pension plans in the third quarters of 2010 and 2009, respectively.  In the third quarters 2010 and 2009, Entergy recognized a $0.4 million and a $6.2 million settlement charge, respectively, related to the payment of lump sum benefits out of the plan that is included in the non-qualified pension plan cost above.  Entergy recognized $20.9 million and $19.3 million in pension cost for its non-qualified pension plans for the nine months ended September 30, 2010 and 2009, respectively, including $7.3 million and $6.2 million in settlement charges recognized in the second and third quarters of 2010 and the third quarter of 2009, respectively.
 
 
49

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


        The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans in the third quarters of 2010 and 2009:
 
   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
   
(In Thousands)
Non-qualified pension cost
  third quarter 2010
 
 
$105 
 
 
$41 
 
 
$6 
 
 
$52 
 
 
$6 
 
 
$169 
Non-qualified pension cost
  third quarter 2009
 
 
$99 
 
 
$1,021 
 
 
$14 
 
 
$43 
 
 
$21 
 
 
$186 
Settlement charge recognized
  in the third quarter 2009
  included in cost above
 
 
 
$  - 
 
 
 
$947 
 
 
 
$9 
 
 
 
$  - 
 
 
 
$  - 
 
 
 
$  - 

The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans for the nine months ended September 30, 2010 and 2009:
 
   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
   
(In Thousands)
                         
Non-qualified pension cost nine
  months ended September 30,
  2010
 
 
 
$395 
 
 
 
$122 
 
 
 
$17 
 
 
 
$153 
 
 
 
$19 
 
 
 
$515 
Settlement charge recognized
  in the nine months ended
  September 30, 2010 included
  in cost above
 
 
 
 
$86 
 
 
 
 
$  - 
 
 
 
 
$  - 
 
 
 
 
$  - 
 
 
 
 
$  - 
 
 
 
 
$5 
Non-qualified pension cost nine
  months ended September 30,
  2009
 
 
 
$297 
 
 
 
$1,215 
 
 
 
$26 
 
 
 
$129 
 
 
 
$61 
 
 
 
$556 
Settlement charge recognized
  in the nine months ended
  September 30, 2009 included
  in cost above
 
 
 
 
$  - 
 
 
 
 
$947 
 
 
 
 
$9 
 
 
 
 
$  - 
 
 
 
 
$  - 
 
 
 
 
$  - 

Components of Net Other Postretirement Benefit Cost

Entergy's other postretirement benefit cost, including amounts capitalized, for the third quarters of 2010 and 2009, included the following components:

   
2010
 
2009
   
(In Thousands)
         
Service cost - benefits earned during the period
 
$13,078 
 
$11,691 
Interest cost on APBO
 
19,020 
 
18,816 
Expected return on assets
 
(6,553)
 
(5,871)
Amortization of transition obligation
 
932 
 
933 
Amortization of prior service cost
 
(3,015)
 
(4,024)
Amortization of loss
 
4,317 
 
4,743 
Net other postretirement benefit cost
 
$27,779 
 
$26,288 


 
50

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy's other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2010 and 2009, included the following components:

   
2010
 
2009
   
(In Thousands)
         
Service cost - benefits earned during the period
 
$39,234 
 
$35,073 
Interest cost on APBO
 
57,060 
 
56,448 
Expected return on assets
 
(19,659)
 
(17,613)
Amortization of transition obligation
 
2,796 
 
2,799 
Amortization of prior service cost
 
(9,045)
 
(12,072)
Amortization of loss
 
12,951 
 
14,229 
Net other postretirement benefit cost
 
$83,337 
 
$78,864 

The Registrant Subsidiaries' other postretirement benefit cost, including amounts capitalized, for the third quarters of 2010 and 2009, included the following components:

 
 
2010
 
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Service cost - benefits earned
                           
  during the period
 
$1,843 
 
$1,370 
 
$1,371 
 
$550 
 
$347 
 
$697 
 
$563 
Interest cost on APBO
 
3,629 
 
2,144 
 
2,269 
 
1,093 
 
900 
 
1,582 
 
641 
Expected return on assets
 
(2,445)
 
 
 
(888)
 
(725)
 
(1,718)
 
(468)
Amortization of transition
                           
  obligation
 
205 
 
60 
 
96 
 
88 
 
415 
 
66 
 
Amortization of prior service
                           
  cost
 
(197)
 
(77)
 
117 
 
(62)
 
90 
 
19 
 
(191)
Amortization of loss
 
1,690 
 
663 
 
609 
 
476 
 
274 
 
752 
 
325 
Net other postretirement
                           
  benefit cost
 
$4,725 
 
$4,160 
 
$4,462 
 
$1,257 
 
$1,301 
 
$1,398 
 
$872 
                             
 
 
 
2009
 
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Service cost - benefits earned
                           
  during the period
 
$1,765 
 
$1,196 
 
$1,147 
 
$530 
 
$311 
 
$619 
 
$513 
Interest cost on APBO
 
3,759 
 
2,005 
 
2,297 
 
1,173 
 
967 
 
1,490 
 
605 
Expected return on assets
 
(2,143)
 
 
 
(757)
 
(684)
 
(1,556)
 
(414)
Amortization of transition
                           
  obligation
 
205 
 
60 
 
96 
 
88 
 
416 
 
66 
 
Amortization of prior service
                           
  cost
 
(197)
 
(77)
 
117 
 
(62)
 
90 
 
19 
 
(245)
Amortization of loss
 
2,087 
 
494 
 
553 
 
657 
 
381 
 
799 
 
320 
Net other postretirement
                           
  benefit cost
 
$5,476 
 
$3,678 
 
$4,210 
 
$1,629 
 
$1,481 
 
$1,437 
 
$781 
 
 

 
51

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The Registrant Subsidiaries' other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2010 and 2009, included the following components:

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


 
 
2009
 
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Service cost - benefits earned
                           
  during the period
 
$5,295 
 
$3,588 
 
$3,441 
 
$1,590 
 
$933 
 
$1,857 
 
$1,539 
Interest cost on APBO
 
11,277 
 
6,015 
 
6,891 
 
3,519 
 
2,901 
 
4,470 
 
1,815 
Expected return on assets
 
(6,429)
 
 
 
(2,271)
 
(2,052)
 
(4,668)
 
(1,242)
Amortization of transition
                           
  obligation
 
615 
 
180 
 
288 
 
264 
 
1,248 
 
198 
 
Amortization of prior service
                           
  cost
 
(591)
 
(231)
 
351 
 
(186)
 
270 
 
57 
 
(735)
Amortization of loss
 
6,261 
 
1,482 
 
1,659 
 
1,971 
 
1,143 
 
2,397 
 
960 
Net other postretirement
                           
  benefit cost
 
$16,428 
 
$11,034 
 
$12,630
 
$4,887 
 
$4,443 
 
$4,311 
 
$2,343 

Employer Contributions

As of the end of October 2010, Entergy contributed $254 million to its pension plans in 2010.  Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2009 plan year and beyond, may affect the level of Entergy's pension contributions in the future.


 
52

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The Registrant Subsidiaries contributed the following to qualified pension plans through October 2010:

   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Pension contributions made
  through October 2010
 
 
$71,177
 
 
$18,858
 
 
$35,909
 
 
$17,792
 
 
$6,961
 
 
$10,635
 
 
$16,094

Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act)

Based on actuarial analysis, the estimated effect of future Medicare subsidies reduced the December 31, 2009 Accumulated Postretirement Benefit Obligation (APBO) by $215 million, and reduced the third quarter 2010 and 2009 other postretirement benefit cost by $6.6 million and $6.0 million, respectively.  It reduced the nine months ended September 30, 2010 and 2009 other postretirement benefit cost by $19.9 million and $18.0 million, respectively.  In the third quarter 2010, Entergy received $2.2 million in Medicare subsidies for prescription drug claims.  In the nine months ended September 30, 2010, Entergy received $4 million in Medicare subsidies for prescription drug claims.

Based on actuarial analysis, the estimated effect of future Medicare subsidies reduced the December 31, 2009 APBO and the third quarters 2010 and 2009 other postretirement benefit cost and the nine months ended September 30, 2010 and 2009 other postretirement benefit cost for the Registrant Subsidiaries as follows:

   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
Entergy
New
Orleans
 
 
Entergy
Texas
 
 
System
Energy
   
(In Thousands)
Reduction in 12/31/2009 APBO
 
($45,809)
 
($22,227)
 
($25,443)
 
($14,824)
 
($9,798)
 
($16,652)
 
($7,965)
Reduction in third quarter 2010
                           
  other postretirement benefit cost
 
($1,314)
 
($850)
 
($786)
 
($412)
 
($268)
 
($277)
 
($267)
Reduction in third quarter 2009
                           
  other postretirement benefit cost
 
($1,235)
 
($814)
 
($695)
 
($391)
 
($261)
 
($240)
 
($231)
Reduction in nine months ended
                           
  September 30, 2010 other
                           
  postretirement benefit cost
 
($3,942)
 
($2,550)
 
($2,358)
 
($1,236)
 
($804)
 
($831)
 
($801)
Reduction in nine months ended
                           
  September 30, 2009 other
                           
  postretirement benefit cost
 
($3,705)
 
($2,442)
 
($2,085)
 
($1,173)
 
($783)
 
($720)
 
($693)
Medicare subsidies received in the
                           
  third quarter 2010
 
$502 
 
$293 
 
$332 
 
$170 
 
$179 
 
$254 
 
$56 
Medicare subsidies received in the
                           
  nine months ended September 30,
                           
  2010
 
$907 
 
$525 
 
$593 
 
$309 
 
$316 
 
$456 
 
$100 

For further information on the Medicare Act refer to Note 11 to the financial statements in the Form 10-K.


 
53

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



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

Entergy Corporation

Entergy's reportable segments as of September 30, 2010 are Utility and Non-Utility Nuclear.  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 six 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 non-nuclear wholesale assets business, and earnings on the proceeds of sales of previously-owned businesses.

Entergy's segment financial information for the third quarters of 2010 and 2009 is as follows:

 
 
Utility
 
Non-Utility
Nuclear*
 
 
All Other*
 
 
Eliminations
 
 
Consolidated
 
(In Thousands)
2010
                 
Operating revenues
$2,666,727 
 
$618,811
 
$54,087 
 
($7,449)
 
$3,332,176 
Income taxes (benefit)
$216,590 
 
$44,129
 
($76,083)
 
$- 
 
$184,636 
Consolidated net income
$337,941 
 
$133,863
 
$55,290 
 
($29,193)
 
$497,901 
                   
2009
                 
Operating revenues
$2,220,285 
 
$684,214
 
$39,568 
 
($6,972)
 
$2,937,095 
Income taxes (benefit)
$180,054 
 
$114,045
 
($13,685)
 
$- 
 
$280,414 
Consolidated net income (loss)
$299,090 
 
$200,432
 
($20,996)
 
($18,359)
 
$460,167 

Entergy's segment financial information for the nine months ended September 30, 2010 and 2009 is as follows:

 
 
Utility
 
Non-Utility
Nuclear*
 
 
All Other*
 
 
Eliminations
 
 
Consolidated
 
(In Thousands)
2010
                 
Operating revenues
$7,016,664 
 
$1,813,438
 
$145,952 
 
($21,581)
 
$8,954,473 
Income taxes (benefit)
$447,607 
 
$201,818
 
($113,198)
 
$- 
 
$536,227 
Consolidated net income
$711,085 
 
$347,589
 
$44,236 
 
($65,911)
 
$1,036,999 
Total assets
$30,373,464 
 
$8,256,579
 
$2,095,923 
 
($2,057,759)
 
$38,668,207 
                   
2009
                 
Operating revenues
$6,270,322 
 
$1,885,330
 
$111,899 
 
($20,555)
 
$8,246,996 
Income taxes (benefit)
$358,218 
 
$252,081
 
($76,198)
 
$- 
 
$534,101 
Consolidated net income (loss)
$566,634 
 
$461,524
 
($40,770)
 
($55,078)
 
$932,310 
Total assets
$29,033,139 
 
$8,584,590
 
$988,402 
 
($2,435,796)
 
$36,170,335 

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.  Almost all of Entergy's goodwill is related to the Utility segment.



 
54

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


On April 5, 2010, Entergy announced that, effective immediately, it plans to unwind the business infrastructure associated with its proposed plan to spin-off its Non-Utility Nuclear business.  As a result of the plan to unwind the business infrastructure, Entergy has recorded expenses in the Non-Utility Nuclear segment, including $25 million in the third quarter 2010, for the write-off of certain capitalized costs incurred in connection with the planned spin-off transaction.  Other operation and maintenance expenses for the nine months ended September 30, 2010 include the write-off of $58 million of capital costs, primarily for software that will not be utilized.  Interest charges include the write-off in the first quarter 2010 of $39 million of debt financing costs, primarily incurred for Enexus's $1.2 billion credit facility. Approximately $12 million of other costs have been incurred in connection with unwinding the planned Non-Utility Nuclear spin-off transaction, almost entirely in the third quarter 2010.  Entergy expects that it will incur approximately $15 million, after-tax, in additional expenses in unwinding this business, primarily through the remainder of 2010, including additional write-offs, dis-synergies, and certain other costs.

Registrant Subsidiaries

The Registrant Subsidiaries have one reportable segment, which is an integrated utility business, except for System Energy, which is an electricity generation business.  The Registrant Subsidiaries' operations are managed on an integrated basis because of the substantial effect of cost-based rates and regulatory oversight on the business process, cost structures, and operating results.


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

Market and Commodity Risks

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

Type of Risk
 
Affected Businesses
     
Power price risk
 
Utility, Non-Utility Nuclear, Non-nuclear wholesale assets
Fuel price risk
 
Utility, Non-Utility Nuclear, Non-nuclear wholesale assets
Foreign currency exchange rate risk
 
Utility, Non-Utility Nuclear, Non-nuclear wholesale assets
Equity price and interest rate risk - investments
 
Utility, Non-Utility Nuclear

Entergy manages a portion of these risks using derivative instruments, some of which are classified as cash flow hedges due to their financial settlement provisions while others are classified as normal purchase/normal sales transactions due to their physical settlement provisions.  Normal purchase/normal sale risk management tools include power purchase and sales agreements and fuel purchase agreements, capacity contracts, and tolling agreements.  Financially-settled cash flow hedges can include natural gas and electricity futures, forwards, swaps, and options; foreign currency forwards; and interest rate swaps.  Entergy enters into derivatives only to manage natural risks inherent in its physical or financial assets or liabilities.

Entergy manages fuel price volatility for its Louisiana jurisdictions (Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans) and Entergy Mississippi primarily through the purchase of short-term natural gas swaps.  These swaps are marked-to-market with offsetting regulatory assets or liabilities.  The notional volumes of these swaps are based on a portion of projected annual exposure to gas for electric generation and projected winter purchases for gas distribution at Entergy Gulf States Louisiana and Entergy New Orleans.
 
 
55

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


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

Derivatives

The fair values of Entergy's derivative instruments in the consolidated balance sheet as of September 30, 2010 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value
 
Business
             
Derivatives designated as hedging instruments
           
             
Assets:
           
Electricity futures, forwards, and swaps
 
Prepayments and other
(current portion)
 
 
$240 million
 
 
Non-Utility Nuclear
             
Electricity futures, forwards, and swaps
 
Other deferred debits and other assets
(non-current portion)
 
 
$145 million
 
 
Non-Utility Nuclear
             
Liabilities:
           
Electricity futures, forwards, and swaps
 
Other non-current liabilities
(non-current portion)
 
 
$1 million
 
 
Non-Utility Nuclear
             
Derivatives not designated as hedging instruments
           
             
Liabilities:
           
Natural gas swaps
 
Other current liabilities
 
$21 million
 
Utility




 
56

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair values of Entergy's derivative instruments in the consolidated balance sheet as of December 31, 2009 are as follows:
 
Instrument
 
Balance Sheet Location
 
Fair Value
 
Business
             
Derivatives designated as hedging instruments
           
             
Assets:
           
Electricity futures, forwards, and swaps
 
Prepayments and other
(current portion)
 
 
$109 million
 
 
Non-Utility Nuclear
             
Electricity futures, forwards, and swaps
 
Other deferred debits and other assets
(non-current portion)
 
 
$91 million
 
 
Non-Utility Nuclear
             
Derivatives not designated as hedging instruments
           
             
Assets:
           
Natural gas swaps
 
Prepayments and other
 
$8 million
 
Utility

The effect of Entergy's derivative instruments designated as cash flow hedges on the consolidated statements of income for the three months ended September 30, 2010 and 2009 is as follows:
 
 
 
 
Instrument
 
 
Amount of gain (loss)
recognized in OCI
(effective portion)
 
 
 
 
Statement of Income location
 
Amount of gain (loss)
 reclassified from
accumulated OCI into
income (effective portion)
             
2010
           
             
Electricity futures, forwards,
and swaps
 
$118 million
 
Competitive businesses operating revenues
 
$43 million
             
2009
           
             
Electricity futures, forwards,
and swaps
 
$9 million
 
Competitive businesses operating revenues
 
$106 million


 
57

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



The effect of Entergy's derivative instruments designated as cash flow hedges on the consolidated statements of income for the nine months ended September 30, 2010 and 2009 is as follows:

 
 
 
Instrument
 
 
Amount of gain (loss)
recognized in OCI
(effective portion)
 
 
 
 
Statement of Income location
 
Amount of gain (loss)
reclassified from
accumulated OCI into
income (effective portion)
             
2010
           
             
Electricity futures, forwards,
and swaps
 
$315 million
 
Competitive businesses operating revenues
 
$146 million
             
2009
           
             
Electricity futures, forwards,
and swaps
 
$248 million
 
Competitive businesses operating revenues
 
$239 million

Electricity over-the-counter swaps that financially settle against day-ahead power pool prices are used to manage price exposure for Non-Utility Nuclear generation.  Based on market prices as of September 30, 2010, cash flow hedges relating to power sales totaled $384 million of net gains, of which approximately $240 million are expected to be reclassified from accumulated other comprehensive income (OCI) to operating revenues in the next twelve months.  The actual amount reclassified from accumulated OCI, however, could vary due to future changes in market prices.  Gains totaling approximately $43 million and $146 million were realized on the maturity of cash flow hedges for the three months ended September 30, 2010 and for the nine months ended September 30, 2010, respectively. Unrealized gains or losses recorded in OCI result from hedging power output at the Non-Utility Nuclear power plants.  The related gains or losses from hedging power are included in operating revenues when realized.  The maximum length of time over which Entergy is currently hedging the variability in future cash flows for forecasted power transactions at September 30, 2010 is approximately four years.  Planned generation currently sold forward from Non-Utility Nuclear power plants is 90% for the remaining one quarter of 2010 of which approximately 42% is sold under financial derivatives and the remainder under normal purchase/sale contracts.  The ineffective portion of the change in the value of Entergy's cash flow hedges during the three and nine months ended September 30, 2010 and 2009 was insignificant.  Certain of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations when the current market prices exceed the contracted power prices.   The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  As of September 30, 2010, a hedge contract with one counterparty was in a liability position (approximately $1 million total), but was significantly below the amount of the guarantee provided under the contract and no cash collateral was required.  If the Entergy Corporation credit rating falls below investment grade, the impact of the corporate guarantee is ignored and Entergy would have to post collateral equal to the estimated outstanding liability under the contract at the applicable date.  From time to time, Entergy may effectively liquidate a cash flow hedge instrument by entering into a contract offsetting the original hedge, and then de-designating the original hedge.  Gains or losses accumulated in OCI prior to de-designation continue to be deferred in OCI until they are included in income as the original hedged transaction occurs.  From the point of de-designation, the gains or losses on the original hedge and the offsetting contract are recorded as assets or liabilities on the balance sheet and offset as they flow through to earnings.

           Natural gas over-the-counter swaps that financially settle against NYMEX futures are used to manage fuel price volatility for the Utility's Louisiana and Mississippi customers.  All benefits or costs of the program are recorded in fuel costs.  The total volume of natural gas swaps outstanding as of September 30, 2010 is 25,880,000 MMBtu for Entergy, 8,490,000 MMBtu for Entergy Gulf States Louisiana, 10,770,000 MMBtu for Entergy Louisiana, and 4,530,000 MMBtu for Entergy Mississippi, and 2,090,000 MMBtu for Entergy New Orleans.  Credit support for these natural gas swaps is covered by master agreements that do not require collateralization based on mark-to-market value, but do carry adequate assurance language that may lead to collateralization requests.
 
 
58

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effect of Entergy's derivative instruments not designated as hedging instruments on the consolidated statements of income for the three months ended September 30, 2010 and 2009 is as follows:

 
 
Instrument
 
Amount of gain (loss)
recognized in OCI
(de-designated hedges)
 
 
Statement of Income
Location
 
 
Amount of gain (loss)
recorded in income
             
2010
           
             
Natural gas swaps
 
$ -
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($28) million
             
Electricity futures, forwards, and swaps de-designated as hedged items
 
$12 million
 
Competitive business operating revenues
 
$ -
             
2009
           
             
Natural gas swaps
 
$ -
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($21) million

The effect of Entergy's derivative instruments not designated as hedging instruments on the consolidated statements of income for the nine months ended September 30, 2010 and 2009 is as follows:

 
 
Instrument
 
Amount of gain (loss)
recognized in OCI
(de-designated hedges)
 
 
Statement of Income
Location
 
 
Amount of gain (loss)
recorded in income
             
2010
           
             
Natural gas swaps
 
$ -
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($91) million
             
Electricity futures, forwards, and swaps de-designated as hedged items
 
$15 million
 
Competitive business operating revenues
 
$ -
             
2009
           
             
Natural gas swaps
 
$ -
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($157) million

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


 
59

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair values of the Registrant Subsidiaries' derivative instruments on their balance sheets as of September 30, 2010 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value
 
Registrant
 
Derivatives not designated as hedging instruments
 
Liabilities:
           
Natural gas swaps
 
Gas hedge contracts
 
$6.7 million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Gas hedge contracts
 
$8.7 million
 
Entergy Louisiana
Natural gas swaps
 
Gas hedge contracts
 
$3.6 million
 
Entergy Mississippi
Natural gas swaps
 
Other current liabilities
 
$1.6 million
 
Entergy New Orleans

The fair values of the Registrant Subsidiaries' derivative instruments on their balance sheets as of December 31, 2009 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value
 
Registrant
 
Derivatives not designated as hedging instruments
 
Assets:
           
Natural gas swaps
 
Prepayments and other
 
$2.1 million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Gas hedge contracts
 
$3.4 million
 
Entergy Louisiana
Natural gas swaps
 
Prepayments and other
 
$2.9 million
 
Entergy Mississippi
             
Liabilities:
           
Natural gas swaps
 
Gas hedge contracts
 
$0.3 million
 
Entergy Gulf States Louisiana

The effects of the Registrant Subsidiaries' derivative instruments not designated as hedging instruments on their statements of income for the three months ended September 30, 2010 and 2009 are as follows:

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

 
60

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



 
Instrument
 
 
Statement of Income Location
 
Amount of gain (loss) recorded in income
 
 
Registrant
 
2009
           
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($4.1) million
 
Entergy Gulf States Louisiana
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($5.8) million
 
Entergy Louisiana
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($7.5) million
 
Entergy Mississippi
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($3.5) million
 
Entergy New Orleans

The effects of the Registrant Subsidiaries' derivative instruments not designated as hedging instruments on their statements of income for the nine months ended September 30, 2010 and 2009 are as follows:

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


 
 
Instrument
 
 
 
Statement of Income Location
 
Amount of gain
(loss) recorded
in income
 
 
 
Registrant
             
2009
           
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($41.6) million
 
Entergy Gulf States Louisiana
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($62.9) million
 
Entergy Louisiana
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($43.2) million
 
Entergy Mississippi
             
Natural gas swaps
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($9.1) million
 
Entergy New Orleans
             



 
61

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Fair Values

The estimated fair values of Entergy'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 Entergy could realize in a current market exchange.  Gains or losses realized on financial instruments other than forward energy contracts held by competitive businesses are reflected in future rates and therefore do not accrue to the benefit or detriment of shareholders.  Entergy considers the carrying amounts of most financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments.

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

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

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

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

-  
quoted prices for similar assets or liabilities in active markets;
-  
quoted prices for identical assets or liabilities in inactive markets;
-  
inputs other than quoted prices that are observable for the asset or liability; or
-  
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 2 consists primarily of individually owned debt instruments or shares in common trusts.  Common trust funds are stated at estimated fair value based on the fair market value of the underlying investments.

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

The values for the cash flow hedges that are recorded as derivative contract assets or liabilities are based on both observable inputs including public market prices and unobservable inputs such as model-generated prices for longer-term markets and are classified as Level 3 assets and liabilities.  The amounts reflected as the fair value of derivative assets or liabilities are based on the estimated amount that the contracts are in-the-money at the balance sheet date (treated as an asset) or out-of-the-money at the balance sheet date (treated as a liability) and would equal the estimated amount receivable or payable by Entergy if the contracts were settled at that date.  These derivative
 
 
 
62

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


contracts include cash flow hedges that swap fixed for floating cash flows for sales of the output from Entergy's Non-Utility Nuclear business.  The fair values are based on the mark-to-market comparison between the fixed contract prices and the floating prices determined each period from a combination of quoted forward power market prices for the period for which such curves are available, and model-generated prices using quoted forward gas market curves and estimates regarding heat rates to convert gas to power and the costs associated with the transportation of the power from the plants' bus bar to the contract's point of delivery, generally a power market hub, for the period thereafter.  The differences between the fixed price in the swap contract and these market-related prices multiplied by the volume specified in the contract and discounted at the counterparties' credit adjusted risk free rate are recorded as derivative contract assets or liabilities. As of September 30, 2010, Entergy had in-the-money cash flow hedges contracts with a fair value of $384 million with counterparties or their guarantor who are all currently investment grade.  $1 million of the cash flow hedges as of September 30, 2010 are out-of-the-money contracts supported by corporate guarantees, which would require additional cash or letters of credit in the event of a decrease in Entergy Corporation’s credit rating to below investment grade.

The following table sets forth, by level within the fair value hierarchy, Entergy's assets and liabilities that are accounted for at fair value on a recurring basis as of September 30, 2010 and December 31, 2009.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$1,843
 
$-
 
$-
 
$1,843
Decommissioning trust funds
               
Equity securities
 
337
 
1,507
 
-
 
1,844
Debt securities
 
552
 
1,026
 
-
 
1,578
Power contracts
 
-
 
-
 
385
 
385
Securitization recovery trust account
 
36
 
-
 
-
 
36
Storm reserve escrow account
 
327
 
-
 
-
 
327
   
$3,095
 
$2,533
 
$385
 
$6,013
                 
Liabilities:
               
Power contracts
 
$-
 
$-
 
$1
 
$1
Gas hedge contracts
 
21
 
-
 
-
 
21
   
$21
 
$-
 
$1
 
$22

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$1,624
 
$-
 
$-
 
$1,624
Decommissioning trust funds:
               
Equity securities
 
528
 
1,260
 
-
 
1,788
Debt securities
 
443
 
980
 
-
 
1,423
Power contracts
 
-
 
-
 
200
 
200
Securitization recovery trust account
 
13
 
-
 
-
 
13
Gas hedge contracts
 
8
 
-
 
-
 
8
Other investments
 
42
 
-
 
-
 
42
   
$2,658
 
$2,240
 
$200
 
$5,098


 
63

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The following table sets forth a reconciliation of changes in the net assets for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the three months ended September 30, 2010 and 2009:

   
2010
 
2009
   
(In Millions)
         
Balance as of beginning of period
 
$297 
 
$313 
         
Price changes (unrealized gains/losses)
 
124 
 
Originated
 
 
Settlements
 
(43)
 
(106)
         
Balance as of September 30,
 
$384 
 
$216 

The following table sets forth a reconciliation of changes in the net assets for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the nine months ended September 30, 2010 and 2009:

   
2010
 
2009
   
(In Millions)
         
Balance as of January 1,
 
$200 
 
$207 
         
Price changes (unrealized gains/losses)
 
316 
 
239 
Originated
 
14 
 
Settlements
 
(146)
 
(239)
         
Balance as of September 30,
 
$384 
 
$216 

The following table sets forth, by level within the fair value hierarchy, the Registrant Subsidiaries' assets that are accounted for at fair value on a recurring basis as of September 30, 2010 and December 31, 2009.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

Entergy Arkansas

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$105.0
 
$-
 
$-
 
$105.0
Decommissioning trust funds:
               
Equity securities
 
5.8
 
259.5
 
-
 
265.3
Debt securities
 
45.1
 
158.1
 
-
 
203.2
   
$155.9
 
$417.6
 
$-
 
$573.5

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$82.9
 
$-
 
$-
 
$82.9
Decommissioning trust funds:
               
Equity securities
 
15.4
 
205.3
 
-
 
220.7
Debt securities
 
17.6
 
201.9
 
-
 
219.5
   
$115.9
 
$407.2
 
$-
 
$523.1

 
64

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



Entergy Gulf States Louisiana

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$129.2
 
$-
 
$-
 
$129.2
Decommissioning trust funds:
               
Equity securities
 
4.6
 
205.8
 
-
 
210.4
Debt securities
 
34.4
 
127.6
 
-
 
162.0
Storm reserve escrow account
 
90.1
 
-
 
-
 
90.1
   
$258.3
 
$333.4
 
$-
 
$591.7
                 
Liabilities:
               
Gas hedge contracts
 
$6.7
 
$-
 
$-
 
$6.7

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$144.3
 
$-
 
$-
 
$144.3
Decommissioning trust funds:
               
Equity securities
 
6.7
 
175.5
 
-
 
182.2
Debt securities
 
25.3
 
142.0
 
-
 
167.3
Gas hedge contracts
 
2.1
 
-
 
-
 
2.1
   
$178.4
 
$317.5
 
$-
 
$495.9
                 
Liabilities:
               
Gas hedge contracts
 
$0.3
 
$-
 
$-
 
$0.3

Entergy Louisiana

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$293.9
 
$-
 
$-
 
$293.9
Decommissioning trust funds:
               
Equity securities
 
4.3
 
126.4
 
-
 
130.7
Debt securities
 
48.4
 
47.2
 
-
 
95.6
Storm reserve escrow account
 
200.9
 
-
 
-
 
200.9
   
$547.5
 
$173.6
 
$-
 
$721.1
                 
Liabilities:
               
Gas hedge contracts
 
$8.7
 
$-
 
$-
 
$8.7

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$151.7
 
$-
 
$-
 
$151.7
Decommissioning trust funds:
               
Equity securities
 
7.0
 
110.9
 
-
 
117.9
Debt securities
 
44.3
 
46.9
 
-
 
91.2
Gas hedge contracts
 
3.4
 
-
 
-
 
3.4
Other investments
 
0.8
 
-
 
-
 
0.8
   
$207.2
 
$157.8
 
$-
 
$365.0
 
 
 
65

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Mississippi

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Storm reserve escrow account
 
$31.8
 
$-
 
$-
 
$31.8
                 
Liabilities:
               
Gas hedge contracts
 
$3.6
 
$-
 
$-
 
$3.6


2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$90.3
 
$-
 
$-
 
$90.3
Gas hedge contracts
 
2.9
 
-
 
-
 
2.9
Other investments
 
31.9
 
-
 
-
 
31.9
   
$125.1
 
$-
 
$-
 
$125.1

Entergy New Orleans

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$99.1
 
$-
 
$-
 
$99.1
Storm reserve escrow account
 
4.4
 
-
 
-
 
4.4
   
$103.5
 
$-
 
$-
 
$103.5
                 
Liabilities:
               
Gas hedge contracts
 
$1.6
 
$-
 
$-
 
$1.6

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$190.0
 
$-
 
$-
 
$190.0
Other investments
 
9.5
 
-
 
-
 
9.5
   
$199.5
 
$-
 
$-
 
$199.5

Entergy Texas

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$45.5
 
$-
 
$-
 
$45.5
Securitization recovery trust account
 
36.3
 
-
 
-
 
36.3
   
$81.8
 
$-
 
$-
 
$81.8

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$199.2
 
$-
 
$-
 
$199.2
Securitization recovery trust account
 
13.1
 
-
 
-
 
13.1
   
$212.3
 
$-
 
$-
 
$212.3
 
 
 
66

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


System Energy

2010
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$278.5
 
$-
 
$-
 
$278.5
Decommissioning trust funds:
               
Equity securities
 
4.2
 
196.3
 
-
 
200.5
Debt securities
 
105.0
 
58.6
 
-
 
163.6
   
$387.7
 
$254.9
 
$-
 
$642.6

2009
 
Level 1
 
Level 2
 
Level 3
 
Total
   
(In Millions)
Assets:
               
Temporary cash investments
 
$263.6
 
$-
 
$-
 
$263.6
Decommissioning trust funds:
               
Equity securities
 
2.1
 
180.2
 
-
 
182.3
Debt securities
 
78.4
 
66.3
 
-
 
144.7
   
$344.1
 
$246.5
 
$-
 
$590.6


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

Entergy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The NRC requires Entergy to maintain trusts to fund the costs of decommissioning ANO 1, ANO 2, River Bend, Waterford 3, Grand Gulf, Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades (NYPA currently retains the decommissioning trusts and liabilities for Indian Point 3 and FitzPatrick).  The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents.
 
 
Entergy records decommissioning trust funds on the balance sheet at their fair value.  Because of the ability of the Registrant Subsidiaries to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the Registrant Subsidiaries have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets.  For the nonregulated portion of River Bend, Entergy Gulf States Louisiana has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits.  Decommissioning trust funds for Pilgrim, Indian Point 2, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment.  Accordingly, unrealized gains recorded on the assets in these trust funds are recognized in the accumulated other comprehensive income component of shareholders' equity because these assets are classified as available for sale.  Unrealized losses (where cost exceeds fair market value) on the assets in these trust funds are also recorded in the accumulated other comprehensive income component of shareholders' equity unless the unrealized loss is other than temporary and therefore recorded in earnings.  Generally, Entergy records realized gains and losses on its debt and equity securities using the specific identification method to determine the cost basis of its securities.


 
67

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The securities held as of September 30, 2010 and December 31, 2009 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2010
           
Equity Securities
 
$1,844
 
$313
 
$26
Debt Securities
 
1,578
 
110
 
1
  Total
 
$3,422
 
$423
 
$27
             
             
2009
           
Equity Securities
 
$1,788
 
$311
 
$30
Debt Securities
 
1,423
 
63
 
8
  Total
 
$3,211
 
$374
 
$38

The amortized cost of debt securities was $1,460 million as of September 30, 2010 and $1,368 million as of December 31, 2009.  As of September 30, 2010, the debt securities have an average coupon rate of approximately 4.35%, an average duration of approximately 5.36 years, and an average maturity of approximately 8.8 years.  The equity securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor's 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index or the Russell 3000 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$79
 
$4
 
$130
 
$1
More than 12 months
 
149
 
22
 
4
 
-
  Total
 
$228
 
$26
 
$134
 
$1

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2009:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$57
 
$1
 
$311
 
$6
More than 12 months
 
205
 
29
 
18
 
2
  Total
 
$262
 
$30
 
$329
 
$8
 
 
 
68

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


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

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2010 and December 31, 2009 are as follows:

   
2010
 
2009
   
(In Millions)
Less than 1 year
 
$38
 
$31
1 year - 5 years
 
548
 
676
5 years - 10 years
 
562
 
388
10 years - 15 years
 
152
 
131
15 years - 20 years
 
54
 
34
20 years+
 
224
 
163
  Total
 
$1,578
 
$1,423

During the three months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $487 million and $451 million, respectively.  During the three months ended September 30, 2010 and 2009, gross gains of $10 million and $16 million, respectively, and gross losses of $2 million and $2 million, respectively, were reclassified out of accumulated other comprehensive income into earnings or recorded in earnings.
 
During the nine months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $1,974 million and $1,733 million, respectively.  During the nine months ended September 30, 2010 and 2009, gross gains of $34 million and $46 million, respectively, and gross losses of $6 million and $28 million, respectively, were reclassified out of accumulated other comprehensive income into earnings or recorded in earnings.

Entergy Arkansas

Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2010 and December 31, 2009 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2010
           
Equity Securities
 
$265.3
 
$70.0
 
$2.5
Debt Securities
 
203.2
 
15.7
 
-
Total
 
$468.5
 
$85.7
 
$2.5
             
2009
           
Equity Securities
 
$220.7
 
$60.1
 
$3.4
Debt Securities
 
219.5
 
10.7
 
1.7
Total
 
$440.2
 
$70.8
 
$5.1

The amortized cost of debt securities was $187.5 million as of September 30, 2010 and $210.5 million as of December 31, 2009.  As of September 30, 2010, the debt securities have an average coupon rate of approximately 4.12%, an average duration of approximately 4.71 years, and an average maturity of approximately 5.5 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor's 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.
 
 
69

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$4.4
 
$0.1
 
$12.0
 
$-
More than 12 months
 
18.6
 
2.4
 
-
 
-
Total
 
$23.0
 
$2.5
 
$12.0
 
$-

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 as of December 31, 2009:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$31.9
 
$1.2
More than 12 months
 
26.8
 
3.4
 
3.9
 
0.5
Total
 
$26.8
 
$3.4
 
$35.8
 
$1.7

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2010 and December 31, 2009 are as follows:

   
2010
 
2009
   
(In Millions)
         
Less than 1 year
 
$3.7
 
$6.7
1 year - 5 years
 
82.1
 
133.2
5 years - 10 years
 
109.5
 
68.2
10 years - 15 years
 
2.6
 
5.1
15 years - 20 years
 
-
 
-
20 years+
 
5.3
 
6.3
Total
 
$203.2
 
$219.5

During the three months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $46.1 million and $31.9 million, respectively.  During the three months ended September 30, 2010 and 2009, gross gains of $2.2 million and $0.6 million, respectively, and gross losses of $0.04 million and $0.1 million, respectively, were recorded in earnings.

During the nine months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $178.4 million and $83.6 million, respectively.  During the nine months ended September 30, 2010 and 2009, gross gains of $4.8 million and $0.8 million, respectively, and gross losses of $0.6 million and $1.3 million, respectively, were recorded in earnings.

 
70

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Gulf States Louisiana

Entergy Gulf States Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2010 and December 31, 2009 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2010
           
Equity Securities
 
$210.4
 
$22.4
 
$4.0
Debt Securities
 
162.0
 
15.5
 
0.1
  Total
 
$372.4
 
$37.9
 
$4.1
             
2009
           
Equity Securities
 
$182.2
 
$17.0
 
$5.3
Debt Securities
 
167.3
 
10.0
 
0.9
  Total
 
$349.5
 
$27.0
 
$6.2

The amortized cost of debt securities was $146.2 million as of September 30, 2010 and $158.5 million as of December 31, 2009.  As of September 30, 2010, the debt securities have an average coupon rate of approximately 4.46%, an average duration of approximately 6.31 years, and an average maturity of approximately 8.9 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor's 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$9.6
 
$0.1
 
$1.7
 
$-
More than 12 months
 
28.9
 
3.9
 
1.1
 
0.1
  Total
 
$38.5
 
$4.0
 
$2.8
 
$0.1

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2009:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$24.7
 
$0.6
More than 12 months
 
48.9
 
5.3
 
4.3
 
0.3
  Total
 
$48.9
 
$5.3
 
$29.0
 
$0.9
 
 
71

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value of debt securities, summarized by contractual maturities, as of September 30, 2010 and December 31, 2009 are as follows:

   
2010
 
2009
   
(In Millions)
         
Less than 1 year
 
$5.4
 
$3.3
1 year - 5 years
 
35.4
 
46.1
5 years - 10 years
 
57.7
 
53.9
10 years - 15 years
 
47.8
 
52.0
15 years - 20 years
 
4.7
 
3.5
20 years+
 
11.0
 
8.5
  Total
 
$162.0
 
$167.3

During the three months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $4.8 million and $8.7 million, respectively.  During the three months ended September 30, 2010 and 2009, gross gains of $0.05 million and $0.1 million, respectively, and gross losses of $0.2 million and $0.03 million, respectively, were recorded in earnings.

During the nine months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $83.6 million and $42.4 million, respectively.  During the nine months ended September 30, 2010 and 2009, gross gains of $1.6 million and $1.0 million, respectively, and gross losses of $0.4 million and $0.53 million, respectively, were recorded in earnings.

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2010 and December 31, 2009 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2010
           
Equity Securities
 
$130.7
 
$19.4
 
$4.2
Debt Securities
 
95.6
 
8.3
 
-
  Total
 
$226.3
 
$27.7
 
$4.2
             
2009
           
Equity Securities
 
$117.9
 
$15.3
 
$5.3
Debt Securities
 
91.2
 
3.9
 
0.9
  Total
 
$209.1
 
$19.2
 
$6.2

The amortized cost of debt securities was $87.1 million as of September 30, 2010 and $88.2 million as of December 31, 2009.  As of September 30, 2010, the debt securities have an average coupon rate of approximately 3.95%, an average duration of approximately 4.78 years, and an average maturity of approximately 9.7 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor's 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.


 
72

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$9.1
 
$0.1
 
$0.7
 
$-
More than 12 months
 
26.3
 
4.1
 
0.2
 
-
  Total
 
$35.4
 
$4.2
 
$0.9
 
$-

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2009:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$29.7
 
$0.8
More than 12 months
 
37.5
 
5.3
 
0.9
 
0.1
  Total
 
$37.5
 
$5.3
 
$30.6
 
$0.9

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2010 and December 31, 2009 are as follows:

   
2010
 
2009
   
(In Millions)
         
Less than 1 year
 
$4.7
 
$2.2
1 year - 5 years
 
28.4
 
31.9
5 years - 10 years
 
25.6
 
23.7
10 years - 15 years
 
14.0
 
12.1
15 years - 20 years
 
5.9
 
5.5
20 years+
 
17.0
 
15.8
  Total
 
$95.6
 
$91.2

During the three months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $2.7 million and $6.9 million, respectively.  During the three months ended September 30, 2010 and 2009, gross gains of $0.03 million and $0.2 million, respectively, and gross losses of $0.03 million and $0.1 million, respectively, were recorded in earnings.

During the nine months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $29.4 million and $40.4 million, respectively.  During the nine months ended September 30, 2010 and 2009, gross gains of $0.6 million and $1.7 million, respectively, and gross losses of $0.1 million and $0.5 million, respectively, were recorded in earnings.


 
73

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


System Energy

System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2010 and December 31, 2009 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2010
           
Equity Securities
 
$200.5
 
$22.7
 
$12.4
Debt Securities
 
163.6
 
7.8
 
0.1
  Total
 
$364.1
 
$30.5
 
$12.5
             
2009
           
Equity Securities
 
$182.3
 
$17.8
 
$14.7
Debt Securities
 
144.7
 
2.8
 
0.8
  Total
 
$327.0
 
$20.6
 
$15.5

The amortized cost of debt securities was $155.6 million as of September 30, 2010 and $142.8 million as of December 31, 2009.  As of September 30, 2010, the debt securities have an average coupon rate of approximately 3.79%, an average duration of approximately 4.80 years, and an average maturity of approximately 7.9 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor's 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$11.0
 
$0.2
 
$13.6
 
$0.1
More than 12 months
 
74.5
 
12.2
 
0.1
 
-
  Total
 
$85.5
 
$12.4
 
$13.7
 
$0.1

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2009:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$56.4
 
$0.6
More than 12 months
 
89.3
 
14.7
 
3.2
 
0.2
  Total
 
$89.3
 
$14.7
 
$59.6
 
$0.8
 

 
74

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value of debt securities, summarized by contractual maturities, as of September 30, 2010 and December 31, 2009 are as follows:

   
2010
 
2009
   
(In Millions)
         
Less than 1 year
 
$1.4
 
$1.0
1 year - 5 years
 
82.6
 
84.0
5 years - 10 years
 
51.6
 
36.2
10 years - 15 years
 
3.7
 
4.2
15 years - 20 years
 
1.2
 
2.3
20 years+
 
23.1
 
17.0
  Total
 
$163.6
 
$144.7

During the three months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $98.5 million and $16.1 million, respectively.  During the three months ended September 30, 2010 and 2009, gross gains of $2.2 million and $0.2 million, respectively, and gross losses of $0.1 million and $0.02 million, respectively, were recorded in earnings.

During the nine months ended September 30, 2010 and 2009, proceeds from the dispositions of securities amounted to $236.7 million and $338.1 million, respectively.  During the nine months ended September 30, 2010 and 2009, gross gains of $3.6 million and $3.9 million, respectively, and gross losses of $0.3 million and $6.32 million, respectively, were recorded in earnings.

Other-than-temporary impairments and unrealized gains and losses

Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy evaluate unrealized losses at the end of each period to determine whether an other-than-temporary impairment has occurred.  Effective January 1, 2009, Entergy adopted an accounting pronouncement providing guidance regarding recognition and presentation of other-than-temporary impairments related to investments in debt securities.  The assessment of whether an investment in a debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs.  Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss).  For debt securities held as of January 1, 2009 for which an other-than-temporary impairment had previously been recognized but for which assessment under the new guidance indicates this impairment is temporary, Entergy recorded an adjustment to its opening balance of retained earnings of $11.3 million ($6.4 million net-of-tax).  Entergy did not have any material other-than-temporary impairments relating to credit losses on debt securities for the nine months ended September 30, 2010 or the nine months ended September 30, 2009.  The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.  Entergy's trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments.  Non-Utility Nuclear did not record any material charges to other income in the three months ended September 30, 2010 or the three months ended September 30, 2009. Non-Utility Nuclear recorded charges to other income of $1 million and $85 million in the nine months ended September 30, 2010 and 2009, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.


 
75

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



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

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

Income Tax Litigation

In July 2010 the U.S. Tax Court held that the Utility operating companies' street light assets are not electric utility plant transmission and distribution assets, depreciable for tax purposes over 20 years.  Rather, street light assets are a separate category of assets, and allowed a 7-year depreciable life.  This decision upheld the Utility operating companies' claim of the shorter depreciable life on their tax returns.

In September 2010 the U.S. Tax Court held that the U.K. Windfall Tax paid by Entergy when it owned London Electricity can be used as a credit for purposes of computing the U.S. foreign tax credit.  Entergy claimed this credit and established a provision for uncertain tax positions on the issue.  With the receipt of the favorable Tax Court decision, Entergy reversed the $43 million provision.

Income Tax Audits

2002-2003 IRS Audit

Because of the favorable Tax Court decisions discussed above in Income Tax Litigation, Entergy and the Utility operating companies no longer expect to receive a Notice of Deficiency from the IRS for the 2002 and 2003 tax years.

Other Tax Matters

Entergy and the Registrant Subsidiaries do not expect that total amounts of unrecognized tax benefits will significantly increase or decrease within the next 12 months resulting from litigation and audit proceedings.  Entergy regularly pursues settlements, however, that could result in adjustments to the total amounts of unrecognized tax benefits.


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

Construction Expenditures in Accounts Payable

Construction expenditures included in accounts payable at September 30, 2010 are $143.6 million for Entergy, $10.4 million for Entergy Arkansas, $11.2 million for Entergy Gulf States Louisiana, $18.3 million for Entergy Louisiana, $1.2 million for Entergy Mississippi, $1.6 million for Entergy New Orleans, $4 million for Entergy Texas, and $20.1 million for System Energy.

Vermont Yankee

Four nuclear power plants in Entergy's Non-Utility Nuclear business have applications pending for NRC license renewals.  This includes the Vermont Yankee plant, which currently has an operating license that expires March 21, 2012.  In addition to its NRC license, the Vermont Public Service Board (VPSB) requires Vermont Yankee to obtain a state Certificate of Public Good (CPG) in order to operate the plant and store spent nuclear fuel beyond March 21, 2012, when the current CPG expires.  On March 3, 2008, Non-Utility Nuclear filed an application with the VPSB to renew its CPG.  Under Vermont law the VPSB cannot act on the CPG application until the Vermont General Assembly first votes affirmatively to permit the VPSB to do so.  On February 24, 2010, a bill to approve the continued operation of Vermont Yankee was advanced to a vote in the Vermont Senate and defeated by a margin of 26 to 4.  This vote does not preclude either house of the Vermont General Assembly from voting on a similar bill in the future.
 
 
76

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy evaluates its investments in long-lived assets, including Vermont Yankee, under the accounting rules for impairment whenever there are indications that impairments may exist.  This evaluation involves a significant degree of estimation and uncertainty.  In the Non-Utility Nuclear business, Entergy's investments are subject to impairment if adverse market conditions arise, if a unit ceases operation, or for certain units if their operating licenses will not be renewed.  Specifically regarding Vermont Yankee, if Entergy concludes that Vermont Yankee is unlikely to operate significantly beyond its current license expiration date in 2012, it could result in an impairment of part or all of the carrying value of the plant.  Entergy's evaluation of the probability associated with operations of the plant past 2012 include a number of factors such as the status of the NRC's evaluation of Entergy's application for license renewal, the status of state regulatory issues as described above, the potential sale of the plant, and the application of federal laws regarding the continued operations of nuclear facilities.  As of September 30, 2010, the net carrying value of the plant, including nuclear fuel, is $424 million.


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

Under applicable authoritative accounting guidance, a variable interest entity (VIE) is an entity that conducts a business or holds property that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or where equity holders do not receive expected losses or returns.  An entity may have an interest in a VIE through ownership or other contractual rights or obligations, and is required to consolidate a VIE if it is the VIE's primary beneficiary.

The FASB issued authoritative accounting guidance that became effective in the first quarter 2010 that revises the manner in which entities evaluate whether consolidation is required for VIEs.  Under the revised guidance, the primary beneficiary of a VIE is the entity that has the power to direct the activities of the VIE that most significantly affect the VIE's economic performance, and has the obligation to absorb losses or has the right to residual returns that would potentially be significant to the entity.  In conjunction with the adoption of the new guidance, Entergy updated reviews of its contracts and arrangements to determine whether Entergy is the primary beneficiary of a VIE based on the revisions to the previous consolidation model and other provisions of this standard.  Based on this review Entergy determined that Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy should consolidate the respective companies from which they lease nuclear fuel, usually in a sale and leaseback transaction.  This determination is because Entergy directs the nuclear fuel companies with respect to nuclear fuel purchases, assists the nuclear fuel companies in obtaining financing, and, if financing cannot be arranged, the lessee (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, or System Energy) is responsible to repurchase nuclear fuel to allow the nuclear fuel company (the VIE) to meet its obligations.  Under the previous guidance, the determination of the primary beneficiary of a VIE was based on ownership interests and the risks and rewards in the entity attributable to the variable interest holders.  Therefore, the Entergy companies did not previously consolidate the nuclear fuel companies.  Because Entergy has historically accounted for the leases with the nuclear fuel companies as capital lease obligations, the effect of consolidating the nuclear fuel companies did not materially affect Entergy's financial statements.  During the term of the arrangements, none of the Entergy operating companies have been required to provide financial support apart from their scheduled lease payments.  These nuclear fuel leases are further described in Note 10 to the financial statements in the Form 10-K.  See Note 4 to the financial statements herein for details of the nuclear fuel companies' credit facility and commercial paper borrowings and long-term debt that are reported by Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy.  These amounts also represent Entergy's and the respective Registrant Subsidiary's maximum exposure to losses associated with their respective interests in the nuclear fuel companies.
 
 
77

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Texas determined that Entergy Gulf States Reconstruction Funding I, LLC, and Entergy Texas Restoration Funding, LLC, companies wholly-owned and consolidated by Entergy Texas, are variable interest entities and that Entergy Texas is the primary beneficiary.  In June 2007, Entergy Gulf States Reconstruction Funding issued senior secured transition bonds (securitization bonds) to finance Entergy Texas's Hurricane Rita reconstruction costs.  In November 2009, Entergy Texas Restoration Funding issued senior secured transition bonds (securitization bonds) to finance Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs.  With the proceeds, the variable interest entities purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds.  The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet.  The creditors of Entergy Texas do not have recourse to the assets or revenues of the variable interest entities, including the transition property, and the creditors of the variable interest entities do not have recourse to the assets or revenues of Entergy Texas.  Entergy Texas has no payment obligations to the variable interest entities except to remit transition charge collections.  See Note 5 to the financial statements in the Form 10-K for additional details regarding the securitization bonds.

Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, is a variable interest entity and Entergy Arkansas is the primary beneficiary.  In August 2010, Entergy Arkansas Restoration Funding issued storm cost recovery bonds to finance Entergy Arkansas's January 2009 ice storm damage restoration costs.  With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds.  The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet.  The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas.  Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.  See Note 4 to the financial statements herein for additional details regarding the storm cost recovery bonds.

Entergy Louisiana and System Energy are also considered to each hold a variable interest in the lessors from which they lease undivided interests representing approximately 9.3% of the Waterford 3 and 11.5% of the Grand Gulf nuclear plants, respectively.  Entergy Louisiana and System Energy are the lessees under these arrangements, which are described in more detail in Note 10 to the consolidated financial statements in the Form 10-K.  Entergy Louisiana made payments on its lease, including interest, of $9.8 million and $10.4 million in the three months ended September 30, 2010 and 2009, respectively.  Entergy Louisiana made payments on its lease, including interest, of $35.1 million and $32.5 million in the nine months ended September 30, 2010 and 2009, respectively.  System Energy made payments on its lease, including interest, of $2.9 million and $4.0 million in the three months ended September 30, 2010 and 2009, respectively.  System Energy made payments on its lease, including interest, of $48.6 million and $47.8 million in the nine months ended September 30, 2010 and 2009, respectively.  The lessors are banks acting in the capacity of owner trustee for the benefit of equity investors in the transactions pursuant to trust agreements entered solely for the purpose of facilitating the lease transactions.  It is possible that Entergy Louisiana and System Energy may be considered as the primary beneficiary of the lessors, but Entergy is unable to apply the revised authoritative accounting guidance with respect to these VIEs because the lessors are not required to, and could not, provide the necessary financial information to consolidate the lessors.  Because Entergy accounts for these leasing arrangements as capital financings, however, Entergy believes that consolidating the lessors would not materially affect the financial statements.  In the unlikely event of default under a lease, remedies available to the lessor include payment by the lessee of the fair value of the undivided interest in the plant, payment of the present value of the basic rent payments, or payment of a predetermined casualty value.  Entergy believes, however, that the obligations recorded on the balance sheets materially represent each company’s potential exposure to loss.
 
 
78

 
Entergy Corporation and Subsidiaries
Notes to Financial Statements



Entergy has also reviewed various lease arrangements, power purchase agreements, and other agreements in which it holds a variable interest.  In these cases, Entergy has determined that it is not the primary beneficiary of the related VIE because it does not have the power to direct the activities of the VIE that most significantly affect the VIE's economic performance, or it does not have the obligation to absorb losses or the right to residual returns that would potentially be significant to the entity, or both.

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

 
79

 


Part I, Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2010, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually "Registrant" and collectively the "Registrants") management, including their respective Principal Executive Officers (PEO) and Principal Financial Officers (PFO).  The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures.  Based on the evaluations, each PEO and PFO has concluded that, as to the Registrant or Registrants for which they serve as PEO or PFO, the Registrant's or Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrant's or Registrants' disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant's or Registrants' management, including their respective PEOs and PFOs, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

Under the supervision and with the participation of the Registrants' management, including their respective PEOs and PFOs, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended September 30, 2010 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.


 
80

 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income increased $40.4 million primarily due to higher net revenue, lower depreciation and amortization expenses, and a lower effective income tax rate, partially offset by higher other operation and maintenance expenses.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased $78.5 million primarily due to higher net revenue, a lower effective income tax rate, lower depreciation and amortization expenses, and higher other income, partially offset by higher other operation and maintenance expenses.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

  
 
Amount
   
(In Millions)
     
2009 net revenue
 
$337.5 
Volume/weather
 
48.0 
Retail electric price
 
15.6 
Net wholesale revenue
 
(6.6)
Other
 
2.5 
2010 net revenue
 
$397.0 

The volume/weather variance is primarily due to an increase of 904 GWh, or 15%, in billed electricity usage.  Usage in the industrial sector increased primarily in the small industrial customers segment reflecting strong sales growth on continuing signs of economic recovery.  The effect of more favorable weather was the primary driver of the increase in residential and commercial sales.

The retail electric price variance is primarily due to a base rate increase effective July 2010, partially offset by the recovery in 2009 of 2008 extraordinary storm costs, as approved by the APSC, which ceased in January 2010.  The recovery of storm costs is offset in other operation and maintenance expenses.  See Note 2 to the financial statements herein for more discussion of the rate case settlement.  See Note 2 to the financial statements in the Form 10-K for a discussion of the 2008 extraordinary storm costs.

The net wholesale revenue variance is primarily due to reduced margin on wholesale contracts including lower capacity billings to an affiliate for a unit purchased at the end of 2009, the expiration of a contract with a wholesale customer, lower margins on co-owner contracts, and higher wholesale energy costs.


 
81

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


Gross operating revenues and purchased power expenses

Gross operating revenues decreased primarily due to:

·  
a decrease of $99.7 million in rider revenues primarily due to lower System Agreement payments in 2010;
·  
a decrease of $29.3 million in gross wholesale revenue due to decreased sales to affiliated customers and the expiration of a wholesale customer contract in 2009; and
·  
a decrease of $25 million in fuel cost recovery revenues due to an energy cost recovery rider rate change effective April 2010.

The decrease was partially offset by an increase of $48 million related to volume/weather and the base rate increase, as discussed above.

Purchased power expenses decreased primarily due to a decrease in the average price of purchased power.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

  
 
Amount
   
(In Millions)
     
2009 net revenue
 
$880.0 
Volume/weather
 
82.9 
2009 capitalization of Ouachita Plant service charges
 
12.5 
Retail electric price
 
9.2 
Net wholesale revenue
 
(10.5)
Other
 
6.0 
2010 net revenue
 
$980.1 

The volume/weather variance is primarily due to an increase of 1,772 GWh, or 12%, in billed electricity usage.  Usage in the industrial sector increased primarily in the small industrial customers segment, as well as in the chemicals and pulp and paper industries, reflecting strong sales growth on continuing signs of economic recovery.  The effect of more favorable weather was the primary driver of the increase in residential and commercial sales.

In 2009, Entergy Arkansas capitalized $12.5 million of Ouachita Plant service charges that were previously expensed.  The result of the capitalization in 2009 was a decrease in net revenues with an offsetting decrease in other operation and maintenance expenses.

The retail electric price variance is primarily due to a base rate increase effective July 2010, partially offset by the recovery in 2009 of 2008 extraordinary storm costs, as approved by the APSC, which ceased in January 2010.  The recovery of storm costs is offset in other operation and maintenance expenses.  See Note 2 to the financial statements for more discussion of the rate case settlement.  See Note 2 to the financial statements in the Form 10-K for a discussion of the 2008 extraordinary storm costs.

The net wholesale revenue variance is primarily due to reduced margin on wholesale contracts including lower capacity billings to an affiliate for a unit later purchased at the end of 2009, and the expiration of a contract with a wholesale customer, lower margins on co-owner contracts, somewhat offset by lower wholesale energy costs.

 
82

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



Gross operating revenues and purchased power expenses

Gross operating revenues decreased primarily due to:

·  
a decrease of $108.3 million in fuel cost recovery revenues due to an energy cost recovery rider rate change effective April 2010;
·  
a decrease of $50.3 million in gross wholesale revenue due to decreased sales to affiliated customers and the expiration of a wholesale customer contract in 2009; and
·  
a decrease of $18.2 million in rider revenues primarily due to lower System Agreement payments in 2010.

The decrease was partially offset by an increase of $82.9 million related to volume/weather and the base rate increase, as discussed above.

Purchased power expenses decreased primarily due to a decrease in the average price of purchased power.

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to an increase of $10.6 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  The increase is also due to $3.6 million in nuclear expenses due to current year unplanned outages.  The increase was partially offset by a decrease of $5.0 million due to 2008 storm costs which were deferred per an APSC order and were recovered through revenues in 2009.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

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

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses increased primarily due to an increase of $16.5 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  The increase is also due to $12.5 million due to the capitalization in 2009 of Ouachita Plant service charges previously expensed.  The increase was partially offset by a decrease of $14.9 million due to 2008 storm costs which were deferred per an APSC order and were recovered through revenues in 2009 and a decrease of $10.1 million in fossil expenses due to plant outages in 2009.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

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

Other income increased primarily due to carrying charges on storm restoration costs approved by the APSC related to the January 2009 Ice Storm.  See "Entergy Arkansas January 2009 Ice Storm" below for a discussion.

Income Taxes

The effective income tax rates for the third quarter of 2010 and the nine months ended September 30, 2010 were 38.4% and 40.3%, respectively.  The differences in the effective income tax rates for the third quarter 2010 and the nine months ended September 30, 2010 versus the federal statutory rate of 35.0% were primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by the amortization of investment tax credits.
 
 
83

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

The effective income tax rates for the third quarter of 2009 and the nine months ended September 30, 2009 were 44.2% and 48.7%, respectively.  The differences in the effective income tax rates for the third quarter 2009 and the nine months ended September 30, 2009 versus the federal statutory rate of 35.0% were primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by the amortization of investment tax credits.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$86,233 
 
$39,568 
         
Cash flow provided by (used in):
       
 
Operating activities
 
453,333 
 
321,846 
 
Investing activities
 
(231,198)
 
(246,760)
 
Financing activities
 
(201,080)
 
(45,186)
Net increase in cash and cash equivalents
 
21,055 
 
29,900 
         
Cash and cash equivalents at end of period
 
$107,288 
 
$69,468 

Operating Activities

           Cash flow from operations increased $131.5 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to ice storm spending in 2009, offset by an increase of $39.8 million in income tax payments and an increase of $38.2 million in pension contributions.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments result from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities decreased $15.6 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
a decrease of $57.1 million in nuclear fuel purchases due to the timing of refueling outages;
·  
decreases in distribution construction expenditures as a result of an ice storm hitting Entergy Arkansas's service territory in the first quarter 2009; and
·  
decreases in fossil construction expenditures resulting from various fossil projects that occurred in 2009, including outages and power facility upgrades.

The decrease was offset by proceeds from the sale/leaseback of nuclear fuel of $69.3 million in 2009 and increases in nuclear construction expenditures primarily due to the reactor coolant pump upgrade project and security upgrades.  See Note 12 to the financial statements herein for a discussion of the consolidation of the nuclear fuel company variable interest entity effective January 1, 2010.
 
 
84

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


Financing Activities

Net cash flow used in financing activities increased $155.9 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
an increase of $133.6 million in common stock dividends paid in 2010;
·  
the retirement of $100 million of 4.50% Series first mortgage bonds in June 2010; and
·  
the payment on credit borrowings of $42.3 million by the nuclear fuel company variable interest entity.

The increase was offset by the issuance in August 2010 of $124.1 million of storm cost recovery bonds by Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas.

Capital Structure

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

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
54.2%
 
54.0%
Effect of excluding the securitization bonds
 
(1.7)%
 
0%
Debt to capital, excluding securitization bonds (1)
 
52.5%
 
54.0%
Effect of subtracting cash from debt
 
(1.7)%
 
(1.2)%
Net debt to net capital, excluding securitization bonds (1)
 
50.8%
 
52.8%

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

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

Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas's uses and sources of capital.  Entergy Arkansas is developing its capital plan for 2011 through 2013 and currently anticipates making $1.3 billion in capital investments during that period, including approximately $641 million for maintenance of existing assets.  The remaining $635 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including resources identified in the Summer 2009 Request for Proposals.  Following are additional updates to the information provided in the Form 10-K.

Entergy Arkansas's receivables from the money pool were as follows:

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$37,000
 
$28,859
 
$23,796
 
$15,991

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.
 
 
85

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


In April 2010, Entergy Arkansas renewed its credit facility through April 2011 in the amount of $75.125 million.  There were no outstanding borrowings under the Entergy Arkansas credit facility as of September 30, 2010.

On June 1, 2010, Entergy Arkansas paid, at maturity, its $100 million of 4.50% Series first mortgage bonds.

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs.  In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds.  The bonds have a coupon of 2.30% and an expected maturity date of August 2021.  Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amounts of $10.3 million for 2011, $12.2 million for 2012, $12.6 million for 2013, $12.8 million for 2014, and $13.2 million for 2015.  With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds.  The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet.  The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas.  Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

In October 2010, Entergy Arkansas issued $225 million of 5.75% Series first mortgage bonds due November 2040.  In November 2010, Entergy Arkansas intends to use a portion of the proceeds to repay, prior to maturity, its $100 million of 6.70% Series first mortgage bonds due April 2032 and its $100 million of 6.0% Series first mortgage bonds due November 2032.

Entergy Arkansas January 2009 Ice Storm

As discussed in the Form 10-K, in January 2009 a severe ice storm caused significant damage to Entergy Arkansas's transmission and distribution lines, equipment, poles, and other facilities.  A law was enacted in April 2009 in Arkansas that authorizes securitization of storm damage restoration costs.  In June 2010, the APSC issued a financing order authorizing the issuance of storm cost recovery bonds, including carrying costs of $11.5 million and $4.6 million of up-front financing costs.  As discussed above, in August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds.

White Bluff Coal Plant Project

In June 2005 the EPA issued final Best Available Retrofit Control Technology (BART) regulations that could potentially result in a requirement to install SO2 and NOx pollution control technology on certain of Entergy's coal and oil generation units.  The rule leaves certain BART determinations to the states.  The Arkansas Department of Environmental Quality (ADEQ) prepared a State Implementation Plan (SIP) for Arkansas facilities to implement its obligations under the Clean Air Visibility Rule.  The ADEQ determined that Entergy Arkansas's White Bluff power plant affects a Class I Area's visibility and will be subject to the EPA's presumptive BART requirements to install scrubbers and low NOx burners.  Under then current regulations, the scrubbers would have had to be operational by October 2013.  Entergy filed a petition in December 2009 with the Arkansas Pollution Control and Ecology (APC&E) Commission requesting a variance from this deadline, however, because the EPA has not approved Arkansas's Regional Haze SIP and the EPA has recently expressed concerns about Arkansas's Regional Haze SIP and questioned the appropriateness of issuing an air permit prior to that approval.  Entergy Arkansas's petition requested that, consistent with federal law, the compliance deadline be changed to as expeditiously as practicable, but in no event later than five years after EPA approval of the Arkansas Regional Haze SIP.  The APC&E Commission approved the variance at its March 26, 2010 meeting.  No party appealed the variance, and the ruling is final.  The timeline for EPA action on the Arkansas Regional Haze SIP is uncertain at this time.
 
 
86

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


In March 2009, Entergy Arkansas made a filing with the APSC seeking a declaratory order that the White Bluff project is in the public interest.  In May 2009, the APSC Staff filed a motion requesting that the APSC require Entergy Arkansas to file testimony on several issues.  In December 2009, in response to the EPA concerns regarding Arkansas's Regional Haze SIP, the APSC suspended the procedural schedule in the proceeding and directed Entergy Arkansas to file monthly status reports regarding developments between the EPA and the ADEQ concerning the EPA's approval of the Arkansas Regional Haze SIP.  In May 2010, Entergy Arkansas withdrew its petition for a declaratory order and the APSC closed the proceeding.

Currently, the White Bluff project is suspended, but Entergy Arkansas estimates that its share of the project could cost approximately $500 million.  The plant would continue to operate during construction, although an outage would be necessary to complete the tie-in of the scrubbers.  Entergy continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates are likely to change based on the results of this continuing analysis.

State and Local Rate Regulation

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

As discussed in the Form 10-K, on September 4, 2009, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs.  In June 2010 the APSC approved a settlement and subsequent compliance tariffs that provide for a $63.7 million rate increase, effective for bills rendered for the first billing cycle of July 2010.  The settlement provides for a 10.2% return on common equity.  Entergy Arkansas's proposed formula rate plan mechanism, including a recovery mechanism for APSC-approved costs for additional capacity purchases or construction/acquisition of new transmission or generating facilities, was not adopted under the settlement.

Energy Cost Recovery Rider - APSC Investigations

Entergy Arkansas' retail rates include an energy cost recovery rider.  In early October 2005, the APSC initiated an investigation into Entergy Arkansas' interim energy cost rate.  The investigation focused on Entergy Arkansas' 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries.  In March 2006, the APSC extended its investigation to cover the costs included in Entergy Arkansas' March 2006 annual energy cost rate filing, and a hearing was held in the APSC energy cost recovery investigation in October 2006.

In January 2007, the APSC issued an order in its review of the energy cost rate.  The APSC found that Entergy Arkansas failed to maintain an adequate coal inventory level going into the summer of 2005 and that Entergy Arkansas should be responsible for any incremental energy costs resulting from two outages caused by employee and contractor error.  The coal plant generation curtailments were caused by railroad delivery problems and Entergy Arkansas has since resolved litigation with the railroad regarding the delivery problems.  The APSC staff was directed to perform an analysis with Entergy Arkansas' assistance to determine the additional fuel and purchased energy costs associated with these findings and file the analysis within 60 days of the order.  After a final determination of the costs is made by the APSC, Entergy Arkansas would be directed to refund that amount with interest to its customers as a credit on the energy cost recovery rider.  Entergy Arkansas requested rehearing of the order.  In March 2007, in order to allow further consideration by the APSC, the APSC granted Entergy Arkansas' petition for rehearing and for stay of the APSC order.

In October 2008, Entergy Arkansas filed a motion to lift the stay and to rescind the APSC's January 2007 order in light of the arguments advanced in Entergy Arkansas' rehearing petition and because the value for Entergy Arkansas' customers obtained through the resolved railroad litigation is significantly greater than the incremental cost of actions identified by the APSC as imprudent.  In December 2008, the APSC denied the motion to lift the stay
 
 
 
87

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


 
pending resolution of Entergy Arkansas' rehearing request and of the unresolved issues in the proceeding.  The APSC ordered the parties to submit their unresolved issues list in the pending proceeding, which the parties did.  In February 2010 the APSC denied Entergy Arkansas' request for rehearing, and held a hearing in September 2010 to determine the amount of damages, if any, that should be assessed against Entergy Arkansas.  A decision is pending.  Entergy Arkansas expects the amount of damages, if any, to have an immaterial effect on its results of operations, financial position, or cash flows.

The APSC also established a separate docket to consider the resolved railroad litigation, and in February 2010 it established a procedural schedule that concluded with testimony through September 2010.  In a subsequent order the APSC scheduled a hearing for February 3, 2011.

Entergy Arkansas Storm Reserve Accounting

The APSC's June 2007 order in Entergy Arkansas's base rate proceeding eliminated storm reserve accounting for Entergy Arkansas.  In March 2009, a law was enacted in Arkansas that requires the APSC to permit storm reserve accounting for utilities that request it.  Entergy Arkansas filed its request with the APSC, and reinstated storm reserve accounting effective January 1, 2009.  A hearing on Entergy Arkansas's request was held in March 2010, and in April 2010 the ALJ approved Entergy Arkansas’s establishment of a storm cost reserve account.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.


 
88

 


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 575,062     $ 649,395     $ 1,647,491     $ 1,703,398  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    27,961       29,386       310,430       296,907  
   Purchased power
    156,581       284,755       373,561       531,029  
   Nuclear refueling outage expenses
    10,008       10,669       31,867       30,630  
   Other operation and maintenance
    135,045       123,033       360,703       355,033  
Decommissioning
    9,016       8,477       26,635       25,967  
Taxes other than income taxes
    23,004       20,980       65,561       60,951  
Depreciation and amortization
    53,353       63,699       178,056       189,328  
Other regulatory credits - net
    (6,481 )     (2,270 )     (16,607 )     (4,514 )
TOTAL
    408,487       538,729       1,330,206       1,485,331  
                                 
OPERATING INCOME
    166,575       110,666       317,285       218,067  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    677       1,804       3,435       4,429  
Interest and dividend income
    6,073       5,791       19,795       12,810  
Miscellaneous - net
    (452 )     (680 )     (537 )     (2,750 )
TOTAL
    6,298       6,915       22,693       14,489  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    20,718       21,261       63,187       64,159  
Other interest - net
    1,145       2,540       4,035       4,424  
Allowance for borrowed funds used during construction
    (396 )     (1,008 )     (2,007 )     (2,655 )
TOTAL
    21,467       22,793       65,215       65,928  
                                 
INCOME BEFORE INCOME TAXES
    151,406       94,788       274,763       166,628  
                                 
Income taxes
    58,116       41,849       110,819       81,196  
                                 
NET INCOME
    93,290       52,939       163,944       85,432  
                                 
Preferred dividend requirements and other
    1,718       1,718       5,155       5,155  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 91,572     $ 51,221     $ 158,789     $ 80,277  
                                 
See Notes to Financial Statements.
                               
                                 

 
89

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)
 
 
 
90

 
 
 
 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
             
OPERATING ACTIVITIES
           
Net income
  $ 163,944     $ 85,432  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Reserve for regulatory adjustments
    (3,100 )     (741 )
  Other regulatory credits - net
    (16,607 )     (4,514 )
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    261,978       215,295  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    54,376       56,579  
  Changes in working capital:
               
    Receivables
    (22,478 )     (12,459 )
    Fuel inventory
    (10,265 )     735  
    Accounts payable
    (37,034 )     (258,033 )
    Interest accrued
    (2,133 )     (1,606 )
    Deferred fuel costs
    61,311       73,018  
    Other working capital accounts
    44,039       217,620  
  Provision for estimated losses and reserves
    (8,563 )     (2,494 )
  Changes in other regulatory assets
    (30,562 )     (24,704 )
  Changes in pension and other postretirement liabilities
    (50,900 )     (14,578 )
  Other
    49,327       (7,704 )
Net cash flow provided by operating activities
    453,333       321,846  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (212,468 )     (235,543 )
Allowance for equity funds used during construction
    3,435       4,429  
Nuclear fuel purchases
    (12,261 )     (69,403 )
Proceeds from sale/leaseback of nuclear fuel
    -       69,326  
Changes in other investments
    2,415       -  
Proceeds from nuclear decommissioning trust fund sales
    178,441       83,648  
Investment in nuclear decommissioning trust funds
    (185,126 )     (91,412 )
Change in money pool receivable - net
    (8,141 )     (7,805 )
Proceeds from sale of equipment
    2,489       -  
Other
    18       -  
Net cash flow used in investing activities
    (231,198 )     (246,760 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    119,782       -  
Retirement of long-term debt
    (100,000 )     -  
Changes in credit borrowings - net
    (42,307 )     -  
Dividends paid:
               
  Common stock
    (173,400 )     (39,800 )
  Preferred stock
    (5,155 )     (5,155 )
Other
    -       (231 )
Net cash flow used in financing activities
    (201,080 )     (45,186 )
                 
Net increase in cash and cash equivalents
    21,055       29,900  
                 
Cash and cash equivalents at beginning of period
    86,233       39,568  
                 
Cash and cash equivalents at end of period
  $ 107,288     $ 69,468  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 65,337     $ 66,358  
  Income taxes
  $ 56,847     $ 17,008  
                 
See Notes to Financial Statements.
               
                 

 
91

 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents
           
  Cash
  $ 2,327     $ 3,336  
  Temporary cash investments
    104,961       82,897  
    Total cash and cash equivalents
    107,288       86,233  
Accounts receivable:
               
  Customer
    121,567       93,754  
  Allowance for doubtful accounts
    (22,732 )     (21,853 )
  Associated companies
    79,735       91,650  
  Other
    56,423       55,381  
  Accrued unbilled revenues
    90,684       76,126  
    Total accounts receivable
    325,677       295,058  
Deferred fuel costs
    61,491       122,802  
Fuel inventory - at average cost
    25,325       15,060  
Materials and supplies - at average cost
    135,717       132,182  
Deferred nuclear refueling outage costs
    31,626       34,492  
System agreement cost equalization
    25,976       70,000  
Prepayments and other
    43,236       32,668  
TOTAL
    756,336       788,495  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliates - at equity
    11,201       11,201  
Decommissioning trust funds
    468,543       440,220  
Non-utility property - at cost (less accumulated depreciation)
    1,686       1,435  
Other
    2,976       2,976  
TOTAL
    484,406       455,832  
                 
UTILITY PLANT
               
Electric
    7,725,276       7,602,975  
Property under capital lease
    1,319       1,364  
Construction work in progress
    108,194       114,998  
Nuclear fuel under capital lease
    -       173,076  
Nuclear fuel
    137,001       11,543  
TOTAL UTILITY PLANT
    7,971,790       7,903,956  
Less - accumulated depreciation and amortization
    3,646,786       3,534,056  
UTILITY PLANT - NET
    4,325,004       4,369,900  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    46,519       51,340  
  Other regulatory assets (includes securitization transition
               
      property of $120,732 as of September 30, 2010)
    821,481       746,955  
Other
    27,246       23,118  
TOTAL
    895,246       821,413  
                 
TOTAL ASSETS
  $ 6,460,992     $ 6,435,640  
                 
See Notes to Financial Statements.
               

 
92

 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 35,000     $ 100,000  
Notes payable
    14,759       -  
Accounts payable:
               
  Associated companies
    65,382       107,584  
  Other
    113,818       111,523  
Customer deposits
    70,987       67,480  
Accumulated deferred income taxes
    62,196       74,794  
Interest accrued
    24,461       24,104  
Obligations under capital leases
    67       72,838  
Other
    24,902       14,742  
TOTAL
    411,572       573,065  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,591,552       1,493,580  
Accumulated deferred investment tax credits
    45,426       47,909  
Obligations under capital leases
    1,252       101,601  
Other regulatory liabilities
    135,568       101,370  
Decommissioning
    593,008       566,374  
Accumulated provisions
    4,654       13,217  
Pension and other postretirement liabilities
    397,521       448,421  
Long-term debt (includes securitization bonds
               
    of $124,065 as of September 30, 2010)
    1,742,916       1,518,569  
Other
    24,223       43,623  
TOTAL
    4,536,120       4,334,664  
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    116,350       116,350  
                 
COMMON EQUITY
               
Common stock, $0.01 par value, authorized 325,000,000
               
  shares; issued and outstanding 46,980,196 shares in 2010
               
  and 2009
    470       470  
Paid-in capital
    588,444       588,444  
Retained earnings
    808,036       822,647  
TOTAL
    1,396,950       1,411,561  
                 
TOTAL LIABILITIES AND EQUITY
  $ 6,460,992     $ 6,435,640  
                 
See Notes to Financial Statements.
               

 
93

 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
                   
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2008
  $ 470     $ 588,444     $ 810,945     $ 1,399,859  
                                 
Net income
    -       -       85,432       85,432  
Common stock dividends
    -       -       (39,800 )     (39,800 )
Preferred stock dividends
    -       -       (5,155 )     (5,155 )
                                 
Balance at September 30, 2009
  $ 470     $ 588,444     $ 851,422     $ 1,440,336  
                                 
                                 
Balance at December 31, 2009
  $ 470     $ 588,444     $ 822,647     $ 1,411,561  
                                 
Net income
    -       -       163,944       163,944  
Common stock dividends
    -       -       (173,400 )     (173,400 )
Preferred stock dividends
    -       -       (5,155 )     (5,155 )
                                 
Balance at September 30, 2010
  $ 470     $ 588,444     $ 808,036     $ 1,396,950  
                                 
See Notes to Financial Statements.
                               
 
 
94

 


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 245     $ 250     $ ( 5 )     (2 )
  Commercial
    123       146       (23 )     (16 )
  Industrial
    112       129       (17 )     (13 )
  Governmental
    5       6       (1 )     (17 )
    Total retail
    485       531       (46 )     (9 )
  Sales for resale
                               
     Associated companies
    70       94       (24 )     (26 )
     Non-associated companies
    17       23       (6 )     (26 )
  Other
    3       1       2       200  
    Total
  $ 575     $ 649     $ ( 74 )     (11 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    2,777       2,307       470       20  
  Commercial
    1,910       1,745       165       9  
  Industrial
    2,006       1,744       262       15  
  Governmental
    83       76       7       9  
    Total retail
    6,776       5,872       904       15  
  Sales for resale
                               
     Associated companies
    1,852       2,529       (677 )     (27 )
     Non-associated companies
    150       189       (39 )     (21 )
    Total
    8,778       8,590       188       2  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 628     $ 611     $ 17       3  
  Commercial
    343       366       (23 )     (6 )
  Industrial
    322       326       (4 )     (1 )
  Governmental
    15       17       (2 )     (12 )
    Total retail
    1,308       1,320       (12 )     (1 )
  Sales for resale
                               
     Associated companies
    225       253       (28 )     (11 )
     Non-associated companies
    57       80       (23 )     (29 )
  Other
    57       50       7       14  
    Total
  $ 1,647     $ 1,703     $ ( 56 )     (3 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    6,802       5,897       905       15  
  Commercial
    4,718       4,456       262       6  
  Industrial
    5,331       4,733       598       13  
  Governmental
    211       204       7       3  
    Total retail
    17,062       15,290       1,772       12  
  Sales for resale
                               
     Associated companies
    5,908       6,929       (1,021 )     (15 )
     Non-associated companies
    537       1,215       (678 )     (56 )
    Total
    23,507       23,434       73       -  
                                 
                                 

 
95

 
 

ENTERGY GULF STATES LOUISIANA, L.L.C.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income increased by $30.7 million primarily due to higher net revenue and lower interest expense, partially offset by higher other operation and maintenance expenses and lower other income.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased by $45 million primarily due to higher net revenue and lower interest expense, partially offset by higher other operation and maintenance expenses and lower other income.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$228.7 
Retail electric price
 
35.1 
Volume/weather
 
12.2 
Net wholesale revenue
 
4.7 
Other
 
1.4 
2010 net revenue
 
$282.1 

The retail electric price variance is primarily due to formula rate plan increases effective January 2010, September 2010, and November 2009. See Note 2 to the financial statements in the Form 10-K and herein for further discussion of the formula rate plan increases.

The volume/weather variance is primarily due to an increase of 381 GWh, or 7%, in billed electricity usage, primarily in the industrial sector as a result of increased consumption in the chemical industry, and also the effect of more favorable weather on the residential and commercial sectors.

The net wholesale revenue variance is primarily due to increased capacity revenue, primarily from River Bend, partially offset by the transfer of several wholesale customers to Entergy Texas in 2009.

 
96

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


Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

·  
an increase of $42.9 million in fuel cost recovery revenues due to higher fuel rates and increased usage;
·  
an increase of $42.3 million in rider revenues due to lower System Agreement credits in 2010;
·  
an increase of $12.2 million related to volume/weather, as discussed above; and
·  
formula rate plan increases effective January 2010, September 2010, and November 2009, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in the average market price of purchased power, an increase in demand, and an increase in the recovery from customers of deferred fuel costs, partially offset by a decrease in the average market price of natural gas.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$626.1 
Retail electric price
 
63.1 
Volume/weather
 
32.6 
Fuel recovery
 
7.8 
Other
 
(0.2)
2010 net revenue
 
$729.4 

The retail electric price variance is primarily due to formula rate plan increases effective January 2010, September 2010, and November 2009. See Note 2 to the financial statements in the Form 10-K and herein for further discussion of the formula rate plan increases.

The volume/weather variance is primarily due to an increase of 1,678 GWh, or 12%, in billed electricity usage, primarily in the industrial sector as a result of increased consumption in the chemical industry, and also the effect of more favorable weather on the residential and commercial sectors.

The fuel recovery variance is primarily due to certain nuclear fuel costs now included as recoverable costs after a revision to the fuel adjustment clause methodology, partially offset by fuel cost true-ups.

Gross operating revenues and purchased power expenses

Gross operating revenues increased primarily due to:

·  
an increase of $55.3 million in rider revenues due to lower System Agreement credits in 2010;
·  
an increase of $50.5 million in fuel cost recovery revenues due to increased usage;
·  
an increase of $32.6 million related to volume/weather, as discussed above;
·  
an increase of $14.4 million in gross gas revenues primarily due to increased usage; and
·  
formula rate plan increases effective January 2010, September 2010, and November 2009, as discussed above.
 
 
97

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


Purchased power expenses increased primarily due to an increase in net area demand and an increase in the average market price of purchased power.

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to an increase of $8.2 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  The increase is also due to $1.5 million in fossil expenses primarily due to higher plant maintenance costs and plant outages.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefit costs.

Other income decreased primarily due to a decrease of $8.6 million in interest and dividend income related to the debt assumption agreement with Entergy Texas.  In June 2010, Entergy Texas repaid the outstanding assumed debt and the debt assumption agreement was terminated.

Interest expense decreased primarily due to a decrease in long-term debt outstanding as a result of the redemption, pursuant to the debt assumption agreement with Entergy Texas and prior to maturity, of $160 million of first mortgage bonds 5.70% Series in June 2010 and the redemption of $11.975 million of 5.45% Series Calcasieu Parish governmental bonds in July 2010.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses increased primarily due to an increase of $11 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  The increase is also due to $7.5 million in fossil expenses due to higher plant maintenance costs and plant outages.  The increase was partially offset by a decrease of $3.1 million due to higher write-offs of uncollectible customer accounts in 2009.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefit costs.

Other income decreased primarily due to a decrease of $23 million in interest and dividend income related to the debt assumption agreement with Entergy Texas.  In June 2010, Entergy Texas repaid the outstanding assumed debt and the debt assumption agreement was terminated.

Interest expense decreased primarily due to a decrease in long-term debt outstanding as a result of the redemption, pursuant to the debt assumption agreement with Entergy Texas and prior to maturity, of $160 million of first mortgage bonds 5.70% Series in June 2010 and the redemption of $11.975 million of 5.45% Series Calcasieu Parish governmental bonds in July 2010.

Income Taxes

The effective income tax rate was 34.1% for the third quarter 2010 and 38.7% for the nine months ended September 30, 2010.  The difference in the effective income tax rates for the third quarter 2010 versus the federal statutory rate of 35% is primarily due to book and tax differences related to storm cost financing, partially offset by flow-through book and tax timing differences.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35% is primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to storm cost financing and the amortization of investment tax credits.

The effective income tax rate was 37.2% for the third quarter 2009 and 38.6% for the nine months ended September 30, 2009.  The differences in the effective income tax rates for the third quarter 2009 and the nine months
 
 
 
98

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


ended September 30, 2009 versus the federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to storm cost financing, the amortization of investment tax credits, flow-through book and tax timing differences, and book and tax differences related to allowance for equity funds used during construction.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$144,460 
 
$49,303 
         
Cash flow provided by (used in):
       
 
Operating activities
 
571,576 
 
261,353 
 
Investing activities
 
(438,753)
 
(155,064)
 
Financing activities
 
(147,806)
 
(23,607)
Net increase (decrease) in cash and cash equivalents
 
(14,983)
 
82,682 
         
Cash and cash equivalents at end of period
 
$129,477 
 
$131,985 

Operating Activities

Net cash flow provided by operating activities increased $310.2 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to storm cost proceeds of $240.3 million received from the LURC as a result of the Act 55 storm cost financings and storm restoration spending in 2009.  See "Hurricane Gustav and Hurricane Ike" below and Note 2 to the financial statements herein for a discussion of the storm cost financings.

Investing Activities

Net cash flow used in investing activities increased $283.7 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
the investment of $150.3 million in affiliate securities and the investment of $90 million in the storm reserve escrow account as a result of the Act 55 storm cost financings.  See "Hurricane Gustav and Hurricane Ike" below and Note 2 to the financial statements herein for a discussion of the storm cost financings;
·  
proceeds from the sale/leaseback of nuclear fuel of $52.6 million in 2009.  See Note 12 to the financial statements herein for discussion of the consolidation of nuclear fuel company variable interest entities effective January 1, 2010; and
·  
an increase in construction expenditures resulting from $24.9 million in costs associated with the development of new nuclear generation at River Bend, as discussed below, and an increase in spending on nuclear plant security upgrades.

The increase was partially offset by a decrease in distribution construction expenditures related to Hurricane Gustav and Hurricane Ike work in 2009 and money pool activity.

Decreases in Entergy Gulf States Louisiana's receivable from the money pool are a source of cash flow, and Entergy Gulf States Louisiana's receivable from the money pool decreased by $4.8 million for the nine months ended September 30, 2010 compared to increasing by $33.4 million for the nine months ended September 30, 2009.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries' need for external short-term borrowings.
 
 
99

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

Financing Activities

Net cash flow used in financing activities increased $124.2 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to an increase of $101.6 million in common equity distributions.

Capital Structure

Entergy Gulf States Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The calculation below does not reduce the debt by the debt assumed by Entergy Texas ($0 as of September 30, 2010, and $168 million as of December 31, 2009) because Entergy Gulf States Louisiana was still primarily liable on the debt.

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
52.3%
 
55.3%
Effect of subtracting cash from debt
 
(2.1)%
 
(2.1)%
Net debt to net capital
 
50.2%
 
53.2%

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

Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States Louisiana's uses and sources of capital.  Entergy Gulf States Louisiana is developing its capital plan for 2011 through 2013 and currently anticipates making $674 million in capital investments during that period, including approximately $408 million for maintenance of existing assets.  The remaining $266 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Following are additional updates to the information provided in the Form 10-K.

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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$45,373
 
$50,131
 
$44,970
 
$11,589

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

As discussed in the Form 10-K, Entergy Gulf States Louisiana has a credit facility in the amount of $100 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2010.

In June 2010, pursuant to the debt assumption agreement with Entergy Texas, $160 million of Entergy Gulf States Louisiana's first mortgage bonds 5.70% Series due June 2015 were repaid prior to maturity.
 
 
100

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


In July 2010, Entergy Gulf States Louisiana paid, at maturity, its $11.975 million of 5.45% Series Calcasieu Parish governmental bonds.

In October 2010, Entergy Gulf States Louisiana issued $250 million of 3.95% Series first mortgage bonds due October 2020.  In November 2010, Entergy Gulf States Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, (i) its first mortgage bonds, 5.25% Series due August 2015, which had an outstanding aggregate principal amount of $92.12 million; (ii) its first mortgage bonds, 4.875% Series due November 2011, which had an outstanding aggregate principal amount of $200 million; and (iii) its first mortgage bonds, 5.70% Series due June 2015, which had an outstanding aggregate principal amount of $40 million.

In October 2010, Entergy Gulf States Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $83.68 million of 5% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010A due September 2028, which are secured by a series of non-interest bearing first mortgage bonds.

In October 2010, Entergy Gulf States Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $31.955 million of 2.875% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010B due November 2015, which are secured by a series of non-interest bearing first mortgage bonds.

New Nuclear Development

As discussed in the Form 10-K, Entergy Gulf States Louisiana and Entergy Louisiana provided public notice to the LPSC of their intention to make a filing pursuant to the LPSC's general order that governs the development of new nuclear generation in Louisiana.  The project option being developed by the companies is for new nuclear generation at River Bend.  Entergy Gulf States Louisiana and Entergy Louisiana, together with Entergy Mississippi, have been engaged in the development of options to construct new nuclear generation at the River Bend and Grand Gulf sites.  Entergy Gulf States Louisiana and Entergy Louisiana are leading the development at River Bend, and Entergy Mississippi is leading the development at Grand Gulf.  This project is in the early stages, and several issues remain to be addressed over time before significant additional capital would be committed to this project.  In the first quarter 2010, Entergy Gulf States Louisiana and Entergy Louisiana each paid for and recognized on its books $24.9 million in costs associated with the development of new nuclear generation at the River Bend site; these costs previously had been recorded on the books of Entergy New Nuclear Utility Development, LLC, a System Energy subsidiary. Entergy Gulf States Louisiana and Entergy Louisiana will share costs going forward on a 50/50 basis, which reflects each company's current participation level in the project.  In March 2010, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC seeking approval to continue the development activities.  The parties have agreed to a procedural schedule that includes a hearing in May 2011.

Hurricane Gustav and Hurricane Ike

As discussed in the Form 10-K, in September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy's service territory.  Entergy Gulf States Louisiana and Entergy Louisiana filed their Hurricane Gustav and Hurricane Ike storm cost recovery case with the LPSC in May 2009.  In September 2009, Entergy Gulf States Louisiana and Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55 financings).  Entergy Gulf States Louisiana’s and Entergy Louisiana’s Hurricane Katrina and Hurricane Rita storm costs were financed primarily by Act 55 financings, as discussed in the Form 10-K.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and Act 55 financing savings to customers via a Storm Cost Offset rider.  On December 30, 2009, Entergy Gulf States Louisiana and Entergy Louisiana entered into a stipulation agreement with the LPSC Staff that provides for total recoverable
 
 
101

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


costs of approximately $234 million for Entergy Gulf States Louisiana and $394 million for Entergy Louisiana, including carrying costs.  Under this stipulation, Entergy Gulf States Louisiana agrees not to recover $4.4 million and Entergy Louisiana agrees not to recover $7.2 million of their storm restoration spending.  The stipulation also permits replenishing Entergy Gulf States Louisiana's storm reserve in the amount of $90 million and Entergy Louisiana's storm reserve in the amount of $200 million when the Act 55 financings are accomplished.  In March and April 2010, Entergy Gulf States Louisiana, Entergy Louisiana, and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that includes these terms and also includes Entergy Gulf States Louisiana’s and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $15.5 million and $27.75 million of customer benefits, respectively, through prospective annual rate reductions of $3.1 million and $5.55 million for five years.  A stipulation hearing was held before the ALJ on April 13, 2010.  On April 21, 2010, the LPSC approved the settlement and subsequently issued two financing orders and one ratemaking order intended to facilitate the implementation of the Act 55 financings.  In June 2010 the Louisiana State Bond Commission approved the Act 55 financings.

On July 22, 2010, the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $244.1 million in bonds under Act 55.  From the $240.3 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $90 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $150.3 million directly to Entergy Gulf States Louisiana.  From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana used $150.3 million to acquire 1,502,643.04 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

Entergy Gulf States Louisiana does not report the bonds on its balance sheet because the bonds are the obligation of the LCDA and there is no recourse against Entergy or Entergy Gulf States Louisiana in the event of a bond default.  To service the bonds, Entergy Gulf States Louisiana collects a system restoration charge on behalf of the LURC, and remits the collections to the bond indenture trustee.  Entergy Gulf States Louisiana does not report the collections as revenue because it is merely acting as the billing and collection agent for the state.

State and Local Rate Regulation

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

See the Form 10-K for a discussion of Entergy Gulf States Louisiana’s formula rate plan that the LPSC approved for the 2008, 2009, and 2010 test years.  Entergy Gulf States Louisiana, effective with the November 2009 billing cycle, reset its rates to achieve a 10.65% return on equity for the 2008 test year.  The rate reset, a $44.3 million increase that includes a $36.9 million cost of service adjustment, plus $7.4 million net for increased capacity costs and a base rate reclassification, was implemented for the November 2009 billing cycle, and the rate reset was subject to refund pending review of the 2008 test year filing that was made in October 2009.  In January 2010, Entergy Gulf States Louisiana implemented an additional $23.9 million rate increase pursuant to a special rate implementation filing made in December 2009, primarily for incremental capacity costs approved by the LPSC.  In May 2010, Entergy Gulf States Louisiana and the LPSC staff submitted a joint report on the 2008 test year filing and requested that the LPSC accept the report, which will result in a $0.8 million reduction in current rates effective in the June 2010 billing cycle and a $0.5 million refund.  At its May 19, 2010 meeting, the LPSC accepted the joint report.

In May 2010, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2009 test year.  The filing reflected a 10.25% return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing does reflect, however, consistent with a December 2009 filing, a revenue requirement increase to provide supplemental funding for the
 
 
 
102

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


decommissioning trust maintained for the LPSC-regulated 70% share of River Bend, in response to a NRC notification of a projected shortfall of decommissioning funding assurance.  The filing also reflects a rate increase for incremental capacity costs.  In July 2010 the LPSC approved a $7.8 million increase in the revenue requirement for decommissioning, effective September 2010.  In August 2010, Entergy Gulf States Louisiana made a revised 2009 test year filing.  The revised filing reflected a 10.12% earned return on common equity, which is within the allowed earnings bandwidth resulting in no cost of service adjustment.  The revised filing also reflected two increases outside of the formula rate plan sharing mechanism: (1) the previously approved decommissioning revenue requirement, and (2) $25.2 million for capacity costs.  The rates reflected in the revised filing became effective, beginning with the first billing cycle of September 2010, subject to refund and final approval by the LPSC.  The September 2010 rate change contributed approximately $2.8 million to Entergy Gulf States Louisiana's revenues in the third quarter 2010.

In January 2010, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2009.  The filing showed an earned return on common equity of 10.87%, which is within the earnings bandwidth of 10.5% plus or minus fifty basis points, resulting in no rate change.  In April 2010, Entergy Gulf States Louisiana filed a revised evaluation report reflecting changes agreed upon with the LPSC Staff.  The revised evaluation report also results in no rate change.

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates pursuant to a November 1997 LPSC general order.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period January 1995 through December 2002.  In June 2005 the LPSC expanded the audit period to include the years through 2004.  Discovery has largely concluded, but the LPSC Staff has not issued its report.  The LPSC recently directed its staff to issue the report by the end of December 2010.  A procedural schedule will be set to establish a hearing process to address any issues noted in the LPSC Staff report that are contested by Entergy Gulf States Louisiana.  Entergy Gulf States Louisiana has recorded provisions for the estimated effect of this proceeding.

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana's purchased gas adjustment clause filings for its gas distribution operations pursuant to a March 1999 LPSC general order.  The audit includes a review of the reasonableness of charges flowed through by Entergy Gulf States Louisiana for the period from January 2003 through December 2008.  Discovery is in progress, but a procedural schedule has not been established.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Nuclear Matters

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

Environmental Risks

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


 
 
103

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


Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.

 
104

 

ENTERGY GULF STATES LOUISIANA, L.L.C.
 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 622,200     $ 477,825     $ 1,576,985     $ 1,367,696  
Natural gas
    10,572       8,947       63,687       49,244  
TOTAL
    632,772       486,772       1,640,672       1,416,940  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    117,475       65,320       250,464       239,007  
   Purchased power
    235,010       203,647       667,037       555,111  
   Nuclear refueling outage expenses
    6,448       5,375       17,771       15,903  
   Other operation and maintenance
    95,433       85,089       262,312       247,189  
Decommissioning
    3,374       3,431       9,978       10,089  
Taxes other than income taxes
    20,258       17,373       56,668       52,542  
Depreciation and amortization
    28,752       33,384       96,554       101,115  
Other regulatory credits - net
    (1,803 )     (10,865 )     (6,233 )     (3,298 )
TOTAL
    504,947       402,754       1,354,551       1,217,658  
                                 
OPERATING INCOME
    127,825       84,018       286,121       199,282  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    1,329       1,220       4,140       4,504  
Interest and dividend income
    11,288       19,387       30,666       54,491  
Miscellaneous - net
    (1,996 )     (2,280 )     (5,348 )     (5,501 )
TOTAL
    10,621       18,327       29,458       53,494  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    21,641       26,534       69,839       81,632  
Other interest - net
    979       3,020       8,386       7,585  
Allowance for borrowed funds used during construction
    (869 )     (802 )     (2,668 )     (2,835 )
TOTAL
    21,751       28,752       75,557       86,382  
                                 
INCOME BEFORE INCOME TAXES
    116,695       73,593       240,022       166,394  
                                 
Income taxes
    39,756       27,381       92,846       64,259  
                                 
NET INCOME
    76,939       46,212       147,176       102,135  
                                 
Preferred distribution requirements and other
    206       206       621       619  
                                 
                                 
EARNINGS APPLICABLE TO COMMON EQUITY
  $ 76,733     $ 46,006     $ 146,555     $ 101,516  
                                 
See Notes to Financial Statements.
                               
                                 
 
 
 
105

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)
 
 
 
 
106

 


ENTERGY GULF STATES LOUISIANA, L.L.C.
 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 147,176     $ 102,135  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Reserve for regulatory adjustments
    829       -  
  Other regulatory credits - net
    (6,233 )     (3,298 )
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    142,212       111,204  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    94,696       125,502  
  Changes in working capital:
               
    Receivables
    (95,713 )     110,184  
    Fuel inventory
    5,308       1,302  
    Accounts payable
    53,474       (77,903 )
    Prepaid taxes and taxes accrued
    (24,945 )     17,779  
    Interest accrued
    10,043       2,023  
    Deferred fuel costs
    (20,694 )     66  
    Other working capital accounts
    17,511       (30,266 )
  Provision for estimated losses and reserves
    82,647       (190 )
  Changes in other regulatory assets
    144,721       (19,648 )
  Other
    20,544       (77,537 )
Net cash flow provided by operating activities
    571,576       261,353  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (171,142 )     (140,224 )
Allowance for equity funds used during construction
    4,140       4,504  
Insurance proceeds
    2,243       -  
Nuclear fuel purchases
    (33,363 )     (31,169 )
Proceeds from sale/leaseback of nuclear fuel
    -       52,639  
Investment in affiliates
    (150,264 )     160  
Payment to storm reserve escrow account
    (90,026 )     -  
Proceeds from nuclear decommissioning trust fund sales
    83,625       42,445  
Investment in nuclear decommissioning trust funds
    (91,860 )     (50,038 )
Change in money pool receivable - net
    4,758       (33,381 )
Changes in other investments
    3,136       -  
Net cash flow used in investing activities
    (438,753 )     (155,064 )
                 
FINANCING ACTIVITIES
               
Retirement of long-term debt
    (12,721 )     -  
Changes in credit borrowings - net
    (8,300 )     -  
Dividends/distributions paid:
               
  Common equity
    (124,300 )     (22,700 )
  Preferred membership interests
    (621 )     (619 )
Other
    (1,864 )     (288 )
Net cash flow used in financing activities
    (147,806 )     (23,607 )
                 
Net increase (decrease) in cash and cash equivalents
    (14,983 )     82,682  
                 
Cash and cash equivalents at beginning of period
    144,460       49,303  
                 
Cash and cash equivalents at end of period
  $ 129,477     $ 131,985  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 65,992     $ 84,971  
  Income taxes
  $ 38,220     $ 29,337  
                 
Noncash financing activities:
               
  Repayment by Entergy Texas of assumed long-term debt
  $ 167,742     $ 70,825  
                 
See Notes to Financial Statements.
               
                 

 
107

 


ENTERGY GULF STATES LOUISIANA, L.L.C.
 
BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 255     $ 139  
  Temporary cash investments
    129,222       144,321  
        Total cash and cash equivalents
    129,477       144,460  
Accounts receivable:
               
  Customer
    97,821       38,633  
  Allowance for doubtful accounts
    (2,190 )     (1,235 )
  Associated companies
    123,214       102,807  
  Other
    27,201       22,425  
  Accrued unbilled revenues
    63,964       56,425  
    Total accounts receivable
    310,010       219,055  
Fuel inventory - at average cost
    23,990       29,298  
Materials and supplies - at average cost
    113,753       107,531  
Deferred nuclear refueling outage costs
    10,031       26,722  
Debt assumption by Entergy Texas
    -       167,742  
Prepaid taxes
    57,715       32,770  
Prepayments and other
    5,108       9,376  
TOTAL
    650,084       736,954  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliate preferred membership interests
    339,664       189,400  
Decommissioning trust funds
    372,377       349,527  
Non-utility property - at cost (less accumulated depreciation)
    150,641       146,190  
Storm reserve escrow account
    90,078       52  
Other
    11,912       11,290  
TOTAL
    964,672       696,459  
                 
UTILITY PLANT
               
Electric
    6,863,140       6,855,075  
Natural gas
    118,704       113,970  
Construction work in progress
    110,388       84,161  
Nuclear fuel under capital lease
    -       156,996  
Nuclear fuel
    159,033       6,005  
TOTAL UTILITY PLANT
    7,251,265       7,216,207  
Less - accumulated depreciation and amortization
    3,786,711       3,714,199  
UTILITY PLANT - NET
    3,464,554       3,502,008  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    264,324       288,313  
  Other regulatory assets
    281,007       299,793  
  Deferred fuel costs
    100,124       100,124  
Long-term receivables
    987       967  
Other
    14,971       11,564  
TOTAL
    661,413       700,761  
                 
TOTAL ASSETS
  $ 5,740,723     $ 5,636,182  
                 
See Notes to Financial Statements.
               

 
108

 
 

ENTERGY GULF STATES LOUISIANA, L.L.C.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ -     $ 11,975  
Notes payable
    26,000       -  
Accounts payable:
               
  Associated companies
    112,649       52,622  
  Other
    82,975       91,604  
Customer deposits
    47,888       45,645  
Accumulated deferred income taxes
    4,603       12,219  
Interest accrued
    36,767       24,709  
Deferred fuel costs
    21,657       42,351  
Obligations under capital leases
    -       30,387  
Pension and other postretirement liabilities
    8,284       8,021  
Gas hedge contracts
    6,725       263  
System agreement cost equalization
    -       10,000  
Other
    15,732       8,790  
TOTAL
    363,280       338,586  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,443,695       1,345,984  
Accumulated deferred investment tax credits
    85,705       88,246  
Obligations under capital leases
    -       126,226  
Other regulatory liabilities
    73,511       47,423  
Decommissioning and asset retirement cost liabilities
    335,133       321,158  
Accumulated provisions
    97,316       14,669  
Pension and other postretirement liabilities
    224,403       234,473  
Long-term debt
    1,580,391       1,614,366  
Long-term payables - associated companies
    32,998       34,340  
Other
    38,678       28,952  
TOTAL
    3,911,830       3,855,837  
                 
Commitments and Contingencies
               
                 
EQUITY
               
Preferred membership interests without sinking fund
    10,000       10,000  
Member's equity
    1,496,170       1,473,930  
Accumulated other comprehensive loss
    (40,557 )     (42,171 )
TOTAL
    1,465,613       1,441,759  
                 
TOTAL LIABILITIES AND EQUITY
  $ 5,740,723     $ 5,636,182  
                 
See Notes to Financial Statements.
               


 
109

 

ENTERGY GULF STATES LOUISIANA, L.L.C.
 
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
         
Common Equity
       
   
Preferred Membership
Interests
   
Member's Equity
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balance at December 31, 2008
  $ 10,000     $ 1,352,408     $ (30,265 )   $ 1,332,143  
                                 
Net income
    -       102,135       -       102,135  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,053)
    -       -       942       942  
        Total comprehensive income
                            103,077  
                                 
Dividends/distributions declared on common equity
    -       (22,700 )     -       (22,700 )
Dividends/distributions declared on preferred membership interests
    -       (619 )     -       (619 )
Other
    -       (14 )     -       (14 )
                                 
Balance at September 30, 2009
  $ 10,000     $ 1,431,210     $ (29,323 )   $ 1,411,887  
                                 
                                 
Balance at December 31, 2009
  $ 10,000     $ 1,473,930     $ (42,171 )   $ 1,441,759  
                                 
Net income
    -       147,176       -       147,176  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,556)
    -       -       1,614       1,614  
        Total comprehensive income
                            148,790  
                                 
Dividends/distributions declared on common equity
    -       (124,300 )     -       (124,300 )
Dividends/distributions declared on preferred membership interests
    -       (621 )     -       (621 )
Other
    -       (15 )     -       (15 )
                                 
Balance at September 30, 2010
  $ 10,000     $ 1,496,170     $ (40,557 )   $ 1,465,613  
                                 
See Notes to Financial Statements.
                               
                                 

 
110

 

ENTERGY GULF STATES LOUISIANA, L.L.C.
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 167     $ 122     $ 45       37  
  Commercial
    125       91       34       37  
  Industrial
    130       90       40       44  
  Governmental
    5       5       -       -  
    Total retail
    427       308       119       39  
  Sales for resale
                               
     Associated companies
    163       141       22       16  
     Non-associated companies
    16       27       (11 )     (41 )
  Other
    16       2       14       700  
    Total
  $ 622     $ 478     $ 144       30  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    1,844       1,751       93       5  
  Commercial
    1,548       1,487       61       4  
  Industrial
    2,276       2,049       227       11  
  Governmental
    53       53       -       -  
    Total retail
    5,721       5,340       381       7  
  Sales for resale
                               
     Associated companies
    2,804       1,975       829       42  
     Non-associated companies
    340       748       (408 )     (55 )
    Total
    8,865       8,063       802       10  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 393     $ 311     $ 82       26  
  Commercial
    324       276       48       17  
  Industrial
    371       297       74       25  
  Governmental
    15       14       1       7  
    Total retail
    1,103       898       205       23  
  Sales for resale
                               
     Associated companies
    372       342       30       9  
     Non-associated companies
    62       90       (28 )     (31 )
  Other
    40       38       2       5  
    Total
  $ 1,577     $ 1,368     $ 209       15  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,364       3,933       431       11  
  Commercial
    3,991       3,823       168       4  
  Industrial
    6,605       5,527       1,078       20  
  Governmental
    160       159       1       1  
    Total retail
    15,120       13,442       1,678       12  
  Sales for resale
                               
     Associated companies
    6,710       5,688       1,022       18  
     Non-associated companies
    1,297       2,152       (855 )     (40 )
    Total
    23,127       21,282       1,845       9  
                                 

 
111

 

 
ENTERGY LOUISIANA, LLC

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income increased $7.4 million primarily due to higher net revenue and a lower effective income tax rate, substantially offset by higher other operation and maintenance expenses.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased $28.9 million primarily due to higher net revenue, partially offset by higher other operation and maintenance expenses and higher interest expense.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$299.4 
Volume/weather
 
14.9 
Other
 
(0.3)
2010 net revenue
 
$314.0 

The volume/weather variance is primarily due to an increase of 619 GWh, or 8%, in billed electricity usage. Usage in the industrial sector increased primarily as a result of increased consumption by a large industrial customer in the petroleum refining industry.  The effect of more favorable weather was the primary driver of the increase in the residential and commercial sales.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

·  
an increase of $64.9 million in fuel cost recovery revenues due to higher fuel rates and increased usage;
·  
an increase of $53 million in rider revenues primarily due to lower System Agreement credits in 2010; and
·  
an increase of $14.9 million related to volume/weather, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in the average market price of purchased power and an increase in demand.


 
112

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis



Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$752.9 
Volume/weather
 
48.6 
Retail electric price
 
25.0 
Other
 
(5.1)
2010 net revenue
 
$821.4 

The volume/weather variance is primarily due to an increase of 1,789 GWh, or 8%, in billed electricity usage.  Usage in the industrial sector increased primarily as a result of increased consumption by a large industrial customer in the petroleum refining industry, as well as increases in the chemical industry.  The effect of more favorable weather was the primary driver of the increase in the residential and commercial sales.

The retail electric price variance is primarily due to a formula rate plan provision of $12.9 million recorded in the third quarter 2009 for refunds made to customers in November 2009 in accordance with a settlement approved by the LPSC and a net increase in the formula rate plan effective November 2009 which allowed Entergy Louisiana to reset its rates to achieve a 10.25% return on equity for the 2008 test year.  See Note 2 to the financial statements in the Form 10-K for further discussion of settlement and the formula rate plan reset.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

·  
an increase of $171.2 million in fuel cost recovery revenues due to higher fuel rates and increased usage;
·  
an increase of $69.3 million in rider revenues primarily due to lower System Agreement credits in 2010;
·  
an increase of $48.6 million related to volume/weather, as discussed above; and
·  
an increase of $12.1 million in gross wholesale revenue due to an increase in sales to affiliated customers.

Fuel and purchased power expenses increased primarily due to an increase in the average market price of purchased power, an increase in demand, and an increase in the recovery from customers of deferred fuel costs, partially offset by a decrease in the average market price of natural gas.

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to an increase of $9.9 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  The increase is also due to $3.9 million in fossil expenses due to higher outage expenses compared to same period prior year.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

 
113

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis



Interest expense increased primarily due to an increase in long-term debt outstanding as a result of the issuance of $400 million of 5.40% Series first mortgage bonds in November 2009 and the issuance of $150 million of 6.0% Series first mortgage bonds in March 2010.  In April 2010, Entergy Louisiana used the proceeds from the March 2010 issuance, together with other available funds, to redeem, prior to maturity, all of its $150 million 7.60% Series first mortgage bonds, due April 2032.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses increased primarily due to:

·  
an increase of $13.1 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
·  
an increase of $5.2 million in nuclear expenses due to higher nuclear labor and contract costs; and
·  
an increase of $4.0 million in fossil expenses due to higher outage expenses compared to prior year.

The increase was partially offset by a decrease of $2.2 million due to higher write-offs of uncollectible customer accounts in 2009.

Interest expense increased primarily due to an increase in long-term debt outstanding as a result of the issuance of $400 million of 5.40% Series first mortgage bonds in November 2009 and the issuance of $150 million of 6.0% Series first mortgage bonds in March 2010.  In April 2010, Entergy Louisiana used the proceeds from the March 2010 issuance, together with other available funds, to redeem, prior to maturity, all of its $150 million 7.60% Series first mortgage bonds, due April 2032.

Income Taxes

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

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

The effective income tax rates for the third quarter of 2009 and the nine months ended September 30, 2009 were 33.5% and 30.9%, respectively.  The differences in the effective income tax rates for the third quarter of 2009 and the nine months ended September 30, 2009 versus the federal statutory rate of 35.0% were primarily due to book and tax differences related to storm cost financing and allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items and state income taxes.

 
114

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$151,849 
 
$138,918 
         
Cash flow provided by (used in):
       
 
Operating activities
 
821,481 
 
278,249 
 
Investing activities
 
(806,079)
 
(294,075)
 
Financing activities
 
127,085 
 
(32,687)
Net increase (decrease) in cash and cash equivalents
 
142,487 
 
(48,513)
         
Cash and cash equivalents at end of period
 
$294,336 
 
$90,405 

Operating Activities

Cash flow provided by operating activities increased $543.2 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to proceeds of $462.4 million received from the LURC as a result of the Act 55 storm cost financings, storm restoration spending in 2009 as a result of Hurricane Gustav, and increased recovery of fuel costs due to a higher fuel rate for the period, offset by an increase of $23.5 million in pension contributions and income tax payments of $10.6 million in 2010 compared to income tax refunds of $31.0 million in 2009.  See "Hurricane Gustav and Hurricane Ike" below and Note 2 to the financial statements herein for a discussion of the storm cost financings.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of qualified pension and other postretirement benefits.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments result from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.

Investing Activities

Net cash flow used in investing activities increased $512.0 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to

·  
the investment in 2010 of $262.4 million in affiliate securities and the investment of $200 million in the storm reserve escrow account as a result of the Act 55 storm cost financings.  See "Hurricane Gustav and Hurricane Ike" below and Note 2 to the financial statements for a discussion of the storm cost financings;
·  
money pool activity; and
·  
an increase in construction expenditures resulting from $24.9 million in costs associated with the development of new nuclear generation at River Bend, as discussed below, and increased nuclear construction expenditures primarily due to the Waterford 3 steam generator replacement project, the dry fuel storage project, and security upgrades.

The increase was partially offset by a decrease in construction expenditures as a result of higher distribution construction expenditures in 2009 due to Hurricane Gustav and decreased fossil construction expenditures due to the suspension of the Little Gypsy repowering project in 2009.  See MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - "Little Gypsy Repowering Project" in the Form 10-K for a discussion of the suspension.



 
115

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


Increases in Entergy Louisiana's receivable from the money pool are a use of cash flow, and Entergy Louisiana's receivable from the money pool increased by $50.8 million for the nine months ended September 30, 2010 compared to decreasing by $30.3 million for the nine months ended September 30, 2009.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries' need for external short-term borrowings.

Financing Activities

Entergy Louisiana's financing activities provided $127.1 million of cash for the nine months ended September 30, 2010 compared to using $32.7 million for the nine months ended September 30, 2009.  The following financing cash flow activity occurred:

·  
the issuance in September 2010 of $250 million of 4.44% Series first mortgage bonds;
·  
the retirement in June 2010 of $55 million of 4.67% Series first mortgage bonds;
·  
the retirement in January 2010 of the $30 million Series D note by the nuclear fuel company variable interest entity;
·  
$20.6 million in common equity distributions in 2009; and
·  
a principal payment of $17.3 million in 2010 for the Waterford 3 sale-leaseback obligation compared to a principal payment of $6.6 million in 2009.

In March 2010, Entergy Louisiana issued $150 million of 6.0% Series first mortgage bonds due March 2040.  Because the proceeds were deposited directly with a trustee and not held by Entergy Louisiana, the bond issuance is reported as a non-cash financing activity on the cash flow statement.  In April 2010 the proceeds were used, together with other available funds, to redeem, prior to maturity, all of its $150 million 7.60% Series first mortgage bonds, due April 2032.

Capital Structure

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

   
September 30,
2010
 
December 31,
2009
         
Debt to capital
 
49.4%
 
49.9%
Effect of subtracting cash from debt
 
(3.9)%
 
(2.1)%
Net debt to net capital
 
45.5%
 
47.8%

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

Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana's uses and sources of capital.  Entergy Louisiana is developing its capital plan for 2011 through 2013 and currently anticipates making $2.1 billion in capital investments during that period, including approximately $588 million for maintenance of existing assets.  The remaining $1.5 billion is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as the Waterford 3 steam generator replacement and potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including the Acadia Unit 2 purchase and resources identified in the Summer 2009 Request for Proposal, including a self-build option at Entergy Louisiana's Ninemile site.  Following are additional updates to the information provided in the Form 10-K.
 
 
116

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$103,593
 
$52,807
 
$30,971
 
$61,236

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

As discussed in the Form 10-K, Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2010.

In March 2010, Entergy Louisiana issued $150 million of 6.0% Series first mortgage bonds due March 2040.  Entergy Louisiana used the proceeds in April 2010, together with other available funds, to redeem, prior to maturity, all of its $150 million 7.60% Series first mortgage bonds, due April 2032.  Because the proceeds were deposited directly with a trustee and not held by Entergy Louisiana, the bond issuance and redemption are reported as non-cash financing activity on the cash flow statement.

On June 1, 2010, Entergy Louisiana paid, at maturity, its $55 million of 4.67% Series first mortgage bonds.

In September 2010, Entergy Louisiana issued $250 million of 4.44% Series first mortgage bonds due January 2026.  In October 2010, Entergy Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, all of its $100 million 5.56% Series first mortgage bonds due September 2015 and all of its $100 million Series 5.50% Series first mortgage bonds due April 2019.  In November 2010, Entergy Louisiana used the proceeds, together with other available funds, to repay, prior to maturity, all of its $115 million 5.09% Series first mortgage bonds due November 2014.

In October 2010, Entergy Louisiana arranged for the issuance by the Louisiana Public Facilities Authority of $115 million of 5% Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 due June 2030, which are secured by a series of non-interest bearing first mortgage bonds.

In November 2010, Entergy Louisiana paid, at maturity, its $150 million of 5.83% Series first mortgage bonds.

Acadia Unit 2 Purchase Agreement

As discussed more fully in the Form 10-K, in October 2009, Entergy Louisiana announced that it has signed an agreement to acquire Unit 2 of the Acadia Energy Center, a 580 MW generating unit located near Eunice, La., from Acadia Power Partners, LLC, an independent power producer.  Entergy Louisiana and Acadia Power Partners also have entered into two purchase power agreements that are intended to provide access to the capacity and energy output of the unit during the period before the acquisition closes.  The initial purchase power agreement was a call option agreement that commenced on June 1, 2010 and terminated on September 30, 2010.  Beginning October 1, 2010, Entergy Louisiana began purchasing 100 percent of the output of Acadia Unit 2 under a tolling agreement.  The LPSC has approved both purchase power agreements.  Entergy Louisiana's purchase of the plant is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  The parties have agreed to a procedural schedule for review of the acquisition that includes a hearing before the ALJ in December 2010.  Currently the closing is expected to occur in early 2011.


 
117

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


Little Gypsy Repowering Project

See the Form 10-K for a discussion of the Little Gypsy repowering project.  In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the project and seeking recovery over a five-year period of the project costs.  In June 2010 and August 2010, the LPSC Staff and Intervenors filed testimony.  The LPSC Staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest.  In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it is probable that the Little Gypsy repowering project will be abandoned and accordingly has reclassified $199.8 million of project costs from construction work in progress to a regulatory asset.  This accounting reclassification does not modify Entergy Louisiana’s requested relief pending before the LPSC.  The procedural schedule calls for hearings to begin in November 2010.

New Nuclear Development

As discussed in the Form 10-K, Entergy Gulf States Louisiana and Entergy Louisiana provided public notice to the LPSC of their intention to make a filing pursuant to the LPSC's general order that governs the development of new nuclear generation in Louisiana.  The project option being developed by the companies is for new nuclear generation at River Bend.  Entergy Gulf States Louisiana and Entergy Louisiana, together with Entergy Mississippi, have been engaged in the development of options to construct new nuclear generation at the River Bend and Grand Gulf sites.  Entergy Gulf States Louisiana and Entergy Louisiana are leading the development at River Bend, and Entergy Mississippi is leading the development at Grand Gulf.  This project is in the early stages, and several issues remain to be addressed over time before significant additional capital would be committed to this project.  In the first quarter 2010, Entergy Gulf States Louisiana and Entergy Louisiana each paid for and recognized on its books $24.9 million in costs associated with the development of new nuclear generation at the River Bend site; these costs previously had been recorded on the books of Entergy New Nuclear Utility Development, LLC, a System Energy subsidiary. Entergy Gulf States Louisiana and Entergy Louisiana will share costs going forward on a 50/50 basis, which reflects each company's current participation level in the project.  In March 2010, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC seeking approval to continue the development activities.  The parties have agreed to a procedural schedule that includes a hearing in May 2011.

Hurricane Gustav and Hurricane Ike

As discussed in the Form 10-K, in September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy's service territory.  Entergy Gulf States Louisiana and Entergy Louisiana filed their Hurricane Gustav and Hurricane Ike storm cost recovery case with the LPSC in May 2009.  In September 2009, Entergy Gulf States Louisiana and Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55 financings).  Entergy Gulf States Louisiana’s and Entergy Louisiana’s Hurricane Katrina and Hurricane Rita storm costs were financed primarily by Act 55 financings, as discussed in the Form 10-K.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and Act 55 financing savings to customers via a Storm Cost Offset rider.  On December 30, 2009, Entergy Gulf States Louisiana and Entergy Louisiana entered into a stipulation agreement with the LPSC Staff that provides for total recoverable
 
 
118

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


costs of approximately $234 million for Entergy Gulf States Louisiana and $394 million for Entergy Louisiana, including carrying costs.  Under this stipulation, Entergy Gulf States Louisiana agrees not to recover $4.4 million and Entergy Louisiana agrees not to recover $7.2 million of their storm restoration spending.  The stipulation also permits replenishing Entergy Gulf States Louisiana's storm reserve in the amount of $90 million and Entergy Louisiana's storm reserve in the amount of $200 million when the Act 55 financings are accomplished.  In March and April 2010, Entergy Gulf States Louisiana, Entergy Louisiana, and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that includes these terms and also includes Entergy Gulf States Louisiana’s and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $15.5 million and $27.75 million of customer benefits, respectively, through prospective annual rate reductions of $3.1 million and $5.55 million for five years.  A stipulation hearing was held before the ALJ on April 13, 2010.  On April 21, 2010, the LPSC approved the settlement and subsequently issued two financing orders and one ratemaking order intended to facilitate the implementation of the Act 55 financings.  In June 2010 the Louisiana State Bond Commission approved the Act 55 financings.

On July 22, 2010, the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $468.9 million in bonds under Act 55.  From the $462.4 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $200 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $262.4 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana used $262.4 million to acquire 2,624,297.11 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

Entergy Louisiana does not report the bonds on its balance sheet because the bonds are the obligation of the LCDA and there is no recourse against Entergy or Entergy Louisiana in the event of a bond default.  To service the bonds, Entergy Louisiana collects a system restoration charge on behalf of the LURC, and remits the collections to the bond indenture trustee.  Entergy Louisiana does not report the collections as revenue because it is merely acting as the billing and collection agent for the state.

State and Local Rate Regulation

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

See the Form 10-K for a discussion of Entergy Louisiana’s formula rate plan that the LPSC approved for the 2008, 2009, and 2010 test years.  Entergy Louisiana, effective with the November 2009 billing cycle, reset its rates to achieve a 10.25% return on equity for the 2008 test year.  The rate reset, a $2.5 million increase that includes a $16.3 million cost of service adjustment less a $13.8 million net reduction for decreased capacity costs and a base rate reclassification, was implemented for the November 2009 billing cycle, and the rate reset was subject to refund pending review of the 2008 test year filing that was made in October 2009.  In April 2010, Entergy Louisiana and the LPSC staff submitted a joint report on the 2008 test year filing and requested that the LPSC accept the report, which
will result in a $0.1 million reduction in current rates effective in the May 2010 billing cycle and a $0.1 million refund.  In addition, Entergy Louisiana will move the recovery of approximately $12.5 million of capacity costs from fuel adjustment clause recovery to base rate recovery.  At its April 21, 2010 meeting, the LPSC accepted the joint report.

In May 2010, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2009 test year.  The filing reflected a 10.82% return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing does reflect, however, consistent with a December 2009 filing, a revenue requirement increase to provide supplemental funding for the decommissioning trust maintained for Waterford 3, in response to a NRC notification of a projected shortfall of decommissioning funding assurance.  The filing also reflects a rate change for incremental capacity costs.  In July 2010 the LPSC approved a $3.5 million increase in the retail revenue requirement for decommissioning, effective September 2010.  In August 2010 Entergy Louisiana made a revised 2009 test year formula rate plan filing.  The revised filing reflected a 10.82% earned
 
 
 
119

 
Entergy Louisiana, LLC
Management's Financial Discussion and Analysis


return on common equity, which is within the allowed earnings bandwidth resulting in no cost of service adjustment.  The filing also reflected two increases outside of the formula rate plan sharing mechanism: (1) the previously approved decommissioning revenue requirement, and (2) $2.2 million for capacity costs.  The rates reflected in the revised filing became effective beginning with the first billing cycle of September 2010, subject to refund and final approval by the LPSC.  The September 2010 rate change contributed approximately $0.5 million to Entergy Louisiana's revenues in the third quarter 2010.

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Louisiana's fuel adjustment clause filings pursuant to a November 1997 LPSC general order.  The audit includes a review of the reasonableness of charges flowed through by Entergy Louisiana for the period from January 2005 through December 2009.  Discovery is in progress, but a procedural schedule has not been established.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.

 
120

 

ENTERGY LOUISIANA, LLC
 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 768,190     $ 624,829     $ 1,999,187     $ 1,681,242  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    213,587       145,265       516,262       364,832  
   Purchased power
    245,043       187,243       677,518       558,379  
   Nuclear refueling outage expenses
    6,293       5,364       18,563       16,433  
   Other operation and maintenance
    112,931       94,397       319,617       296,208  
Decommissioning
    5,790       5,391       17,065       15,888  
Taxes other than income taxes
    18,269       16,890       51,427       50,605  
Depreciation and amortization
    49,878       51,465       147,396       151,481  
Other regulatory charges (credits) - net
    (4,473 )     (7,105 )     (15,976 )     5,109  
TOTAL
    647,318       498,910       1,731,872       1,458,935  
                                 
OPERATING INCOME
    120,872       125,919       267,315       222,307  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    7,551       7,028       21,078       21,888  
Interest and dividend income
    22,950       19,939       57,858       58,271  
Miscellaneous - net
    (687 )     (838 )     (2,759 )     (3,036 )
TOTAL
    29,814       26,129       76,177       77,123  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    27,477       23,354       84,669       70,262  
Other interest - net
    1,390       2,446       5,387       6,651  
Allowance for borrowed funds used during construction
    (5,044 )     (4,528 )     (14,080 )     (14,120 )
TOTAL
    23,823       21,272       75,976       62,793  
                                 
INCOME BEFORE INCOME TAXES
    126,863       130,776       267,516       236,637  
                                 
Income taxes
    32,543       43,807       75,105       73,141  
                                 
NET INCOME
    94,320       86,969       192,411       163,496  
                                 
Preferred dividend requirements and other
    1,738       1,738       5,213       5,213  
                                 
EARNINGS APPLICABLE TO
                               
COMMON EQUITY
  $ 92,582     $ 85,231     $ 187,198     $ 158,283  
                                 
See Notes to Financial Statements.
                               
                                 
                                 

 
121

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)
 
 

 
122

 

ENTERGY LOUISIANA, LLC
 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 192,411     $ 163,496  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Other regulatory charges (credits) - net
    (15,976 )     5,109  
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    212,507       167,369  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    59,004       (166,221 )
  Changes in working capital:
               
    Receivables
    (112,911 )     134,842  
    Accounts payable
    10,024       (55,788 )
    Taxes accrued
    36,387       301,546  
    Interest accrued
    (3,502 )     (13,998 )
    Deferred fuel costs
    17,681       (40,462 )
    Other working capital accounts
    (7,157 )     (127,282 )
  Provision for estimated losses and reserves
    202,439       1,073  
  Changes in other regulatory assets
    235,374       (86,552 )
  Other
    (4,800 )     (4,883 )
Net cash flow provided by operating activities
    821,481       278,249  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (316,756 )     (342,308 )
Allowance for equity funds used during construction
    21,078       21,888  
Nuclear fuel purchases
    -       (75,925 )
Proceeds from the sale/leaseback of nuclear fuel
    -       75,871  
Payment to storm reserve escrow account
    (200,060 )     -  
Investment in affiliates
    (262,430 )     160  
Changes in other investments - net
    9,353       995  
Proceeds from nuclear decommissioning trust fund sales
    29,419       40,432  
Investment in nuclear decommissioning trust funds
    (35,468 )     (45,453 )
Change in money pool receivable - net
    (50,786 )     30,265  
Other
    (429 )     -  
Net cash flow used in investing activities
    (806,079 )     (294,075 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    240,725       -  
Retirement of long-term debt
    (102,326 )     (6,597 )
Changes in short-term borrowings - net
    (6,101 )     -  
Distributions paid:
               
  Common equity
    -       (20,600 )
  Preferred membership interests
    (5,213 )     (5,213 )
Other
    -       (277 )
Net cash flow provided by (used in) financing activities
    127,085       (32,687 )
                 
Net increase (decrease) in cash and cash equivalents
    142,487       (48,513 )
                 
Cash and cash equivalents at beginning of period
    151,849       138,918  
                 
Cash and cash equivalents at end of period
  $ 294,336     $ 90,405  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid/(received) during the period for:
               
  Interest - net of amount capitalized
  $ 90,774     $ 88,357  
  Income taxes
  $ 10,580     $ (31,044 )
                 
Noncash investing and financing activities:
               
Proceeds from long-term debt issued for the purpose
               
  of refunding prior long-term debt
  $ 150,000     $ -  
Long-term debt refunded with proceeds from long-term
               
  debt issued in prior period
  $ (150,000 )   $ -  
                 
See Notes to Financial Statements.
               

 
123

 

ENTERGY LOUISIANA, LLC
 
BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 463     $ 160  
  Temporary cash investments
    293,873       151,689  
    Total cash and cash equivalents
    294,336       151,849  
Accounts receivable:
               
  Customer
    152,026       56,978  
  Allowance for doubtful accounts
    (2,884 )     (1,312 )
  Associated companies
    164,598       110,425  
  Other
    10,042       9,174  
  Accrued unbilled revenues
    87,730       72,550  
    Total accounts receivable
    411,512       247,815  
Note receivable - Entergy New Orleans
    -       9,353  
Materials and supplies - at average cost
    136,194       127,812  
Deferred nuclear refueling outage costs
    17,032       36,783  
Gas hedge contracts
    -       3,409  
Prepayments and other
    14,217       10,633  
TOTAL
    873,291       587,654  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliate preferred membership interests
    807,424       544,994  
Decommissioning trust funds
    226,315       209,070  
Non-utility property - at cost (less accumulated depreciation)
    988       1,124  
Storm reserve escrow account
    200,866       806  
Other
    4       4  
TOTAL
    1,235,597       755,998  
                 
UTILITY PLANT
               
Electric
    7,158,306       7,190,609  
Property under capital lease
    262,111       262,111  
Construction work in progress
    460,333       509,667  
Nuclear fuel under capital lease
    -       122,011  
Nuclear fuel
    74,584       -  
TOTAL UTILITY PLANT
    7,955,334       8,084,398  
Less - accumulated depreciation and amortization
    3,414,843       3,370,225  
UTILITY PLANT - NET
    4,540,491       4,714,173  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    135,474       132,086  
  Other regulatory assets
    570,858       477,020  
  Deferred fuel costs
    67,998       67,998  
Long-term receivables
    1,500       1,500  
Other
    21,610       18,762  
TOTAL
    797,440       697,366  
                 
TOTAL ASSETS
  $ 7,446,819     $ 6,755,191  
                 
See Notes to Financial Statements.
               

 
124

 

ENTERGY LOUISIANA, LLC
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 185,550     $ 222,326  
Notes payable
    41,090       -  
Accounts payable:
               
  Associated companies
    73,446       56,057  
  Other
    126,294       141,311  
Customer deposits
    83,656       82,864  
Taxes accrued
    62,380       25,993  
Accumulated deferred income taxes
    18,337       13,349  
Interest accrued
    31,378       32,955  
Deferred fuel costs
    19,314       1,633  
Obligations under capital leases
    -       56,528  
Pension and other postretirement liabilities
    9,389       9,153  
System agreement cost equalization
    14,847       54,000  
Gas hedge contracts
    8,653       -  
Other
    20,952       9,831  
TOTAL
    695,286       706,000  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,783,540       1,703,272  
Accumulated deferred investment tax credits
    77,252       79,650  
Obligations under capital leases
    -       65,483  
Other regulatory liabilities
    75,801       45,711  
Decommissioning
    315,281       298,216  
Accumulated provisions
    222,740       20,301  
Pension and other postretirement liabilities
    277,063       296,347  
Long-term debt
    1,821,512       1,557,226  
Other
    78,002       71,176  
TOTAL
    4,651,191       4,137,382  
                 
Commitments and Contingencies
               
                 
EQUITY
               
Preferred membership interests without sinking fund
    100,000       100,000  
Member's equity
    2,024,546       1,837,348  
Accumulated other comprehensive loss
    (24,204 )     (25,539 )
TOTAL
    2,100,342       1,911,809  
                 
TOTAL LIABILITIES AND MEMBERS' EQUITY
  $ 7,446,819     $ 6,755,191  
                 
See Notes to Financial Statements.
               

 
125

 

ENTERGY LOUISIANA, LLC
 
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
         
Common Equity
       
   
Preferred Membership Interests
   
Member's Equity
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balance at December 31, 2008
  $ 100,000     $ 1,632,053     $ (24,215 )   $ 1,707,838  
                                 
Net income
    -       163,496       -       163,496  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,045)
    -       -       1,253       1,253  
        Total comprehensive income
                            164,749  
                                 
Dividends/distributions declared on common equity
    -       (20,600 )     -       (20,600 )
Dividends/distributions declared on preferred membership interests
    -       (5,213 )     -       (5,213 )
                                 
Balance at September 30, 2009
  $ 100,000     $ 1,769,736     $ (22,962 )   $ 1,846,774  
                                 
                                 
Balance at December 31, 2009
  $ 100,000     $ 1,837,348     $ (25,539 )   $ 1,911,809  
                                 
Net income
    -       192,411       -       192,411  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,132)
    -       -       1,335       1,335  
        Total comprehensive income
                            193,746  
                                 
Dividends/distributions declared on preferred membership interests
    -       (5,213 )     -       (5,213 )
                                 
Balance at September 30, 2010
  $ 100,000     $ 2,024,546     $ (24,204 )   $ 2,100,342  
                                 
See Notes to Financial Statements.
                               
                                 

 
126

 
 

ENTERGY LOUISIANA, LLC
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 282     $ 216     $ 66       31  
  Commercial
    160       124       36       29  
  Industrial
    212       156       56       36  
  Governmental
    11       8       3       38  
    Total retail
    665       504       161       32  
  Sales for resale
                               
     Associated companies
    86       91       (5 )     (5 )
     Non-associated companies
    1       1       -       -  
  Other
    16       29       (13 )     (45 )
    Total
  $ 768     $ 625     $ 143       23  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    3,111       2,896       215       7  
  Commercial
    1,835       1,724       111       6  
  Industrial
    3,739       3,452       287       8  
  Governmental
    121       115       6       5  
    Total retail
    8,806       8,187       619       8  
  Sales for resale
                               
     Associated companies
    1,288       523       765       146  
     Non-associated companies
    12       17       (5 )     (29 )
    Total
    10,106       8,727       1,379       16  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 674     $ 531     $ 143       27  
  Commercial
    418       354       64       18  
  Industrial
    620       514       106       21  
  Governmental
    32       27       5       19  
    Total retail
    1,744       1,426       318       22  
  Sales for resale
                               
     Associated companies
    181       169       12       7  
     Non-associated companies
    4       4       -       -  
  Other
    70       82       (12 )     (15 )
    Total
  $ 1,999     $ 1,681     $ 318       19  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    7,521       6,730       791       12  
  Commercial
    4,673       4,435       238       5  
  Industrial
    10,666       9,930       736       7  
  Governmental
    365       341       24       7  
    Total retail
    23,225       21,436       1,789       8  
  Sales for resale
                               
     Associated companies
    2,481       1,262       1,219       97  
     Non-associated companies
    71       83       (12 )     (14 )
    Total
    25,777       22,781       2,996       13  
                                 
                                 

 
127

 

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income remained relatively flat, decreasing $0.5 million, primarily due to higher other operation and maintenance expenses, offset by a lower effective income tax rate.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased $14.8 million primarily due to higher net revenue, lower other operation and maintenance expenses, a lower effective income tax rate, and higher other income, partially offset by higher interest expense.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$157.0 
Volume/weather
 
9.4 
Retail electric price
 
(5.9)
Other
 
(3.8)
2010 net revenue
 
$156.7 

The volume/weather variance is primarily due to an increase of 393 GWh, or 10%, in billed electricity usage in all sectors, primarily due to the effect of more favorable weather on the residential sector.

The retail electric price variance is primarily due to the elimination of the summer/winter residential rate differential effective September 2010.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $57.5 million in fuel cost recovery revenues due to higher fuel rates and increased usage.

Fuel and purchased power expenses increased primarily due to increases in the average market prices of purchased power and natural gas, coupled with increased net area demand.

 
128

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


Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of thechange in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$410.2 
Volume/weather
 
16.3 
Other
 
(3.3)
2010 net revenue
 
$423.2 

The volume/weather variance is primarily due to an increase of 928 GWh, or 10%, in billed electricity usage in all sectors, primarily due to the effect of more favorable weather on the residential sector.

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

Gross operating revenues increased primarily due to an increase of $26.8 million in power management rider revenue as the result of increased usage, the volume/weather variance discussed above, and an increase in Grand Gulf rider revenue as a result of higher rates and increased usage, offset by a decrease of $21.2 million in fuel cost recovery revenues due to lower fuel rates.

Fuel and purchased power expenses decreased primarily due to a decrease in deferred fuel expense as a result of refunds or prior over-collections, offset by an increase in the average market price of purchased power coupled with increased net area demand.

Other regulatory charges increased primarily due to increased recovery of costs associated with the power management recovery rider. There is no material effect on net income due to quarterly adjustments to the power management recovery rider. See Note 2 to the financial statements in the Form 10-K for a discussion of the power management recovery rider.

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to:

·  
an increase of $3.8 million in compensation and benefit costs, resulting from an increase in the accrual for incentive-based compensation; and
·  
an increase of $2.8 million in distribution expenses primarily due to the timing of contract work.

The increase was partially offset by a decrease of $1.5 million in loss reserves for insurance premiums and storm damages.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses decreased primarily due to:

·  
a decrease of $7.1 million in legal expenses due to the deferral in 2010, in accordance with regulatory treatment, of certain litigation costs previously expensed;
·  
a decrease of $2.1 million due to higher write-offs of uncollectible customer accounts in 2009; and
·  
a decrease of $0.9 million in loss reserves for insurance premiums and storm damages.
 
 
129

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


The decrease was partially offset by an increase of $5.5 million in compensation and benefit costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation. See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to more construction work in progress in 2010.

Interest expense increased primarily due to the issuance of $150 million of 6.64% Series first mortgage bonds in June 2009.

Income Taxes

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

The effective income tax rate was 37.3% for the third quarter 2009 and 37.4% for the nine months ended September 30, 2009.  The difference in the effective income tax rate for the third quarter 2009 versus the federal statutory rate of 35% is primarily due to state income taxes. The difference in the effective income tax rate for the nine months ended September 30, 2009 versus the federal statutory rate of 35% is primarily due to state income taxes and certain book and tax differences related to utility plant items.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$91,451 
 
$1,082 
         
Cash flow provided by (used in):
       
 
Operating activities
 
66,386 
 
139,757 
 
Investing activities
 
(111,906)
 
(113,028)
 
Financing activities
 
(45,913)
 
41,810 
Net increase (decrease) in cash and cash equivalents
 
(91,433)
 
68,539 
         
Cash and cash equivalents at end of period
 
$18 
 
$69,621 


 
130

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


Operating Activities

Cash flow provided by operating activities decreased $73.3 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to decreased recovery of fuel costs primarily because the price of fuel and purchased power has increased while the fuel rate has decreased during the period. See Note 2 to the financial statements in the Form 10-K for a discussion of Entergy Mississippi's fuel and purchased power cost recovery mechanism.

Investing Activities

Cash flow used in investing activities decreased $1.1 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to money pool activity, almost entirely offset by increased construction expenditures resulting from a $49 million payment to a System Energy subsidiary for costs associated with the development of new nuclear generation at Grand Gulf, as discussed below.

Decreases in Entergy Mississippi's receivable from the money pool are a source of cash flow, and Entergy Mississippi's receivable from the money pool decreased $31.4 million for the nine months ended September 30, 2010 compared to increasing $23.9 million for the nine months ended September 30, 2009.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries' need for external short-term borrowings.

Financing Activities

Entergy Mississippi's financing activities used $45.9 million in cash flow for the nine months ended September 30, 2010 compared to providing $41.8 million in cash flow for the nine months ended September 30, 2009 primarily due to:

·  
the redemption, prior to maturity, of $100 million of 7.25% Series first mortgage bonds in April 2010;
·  
the issuance of $150 million of 6.64% Series first mortgage bonds in June 2009; and
·  
the issuance of $80 million of 6.20% Series first mortgage bonds in April 2010; offset by
·  
money pool activity.

Increases in Entergy Mississippi's payable to the money pool are a source of cash flow, and Entergy Mississippi's payable to the money pool increased by $22.4 million for the nine months ended September 30, 2010 compared to decreasing $66.0 million for the nine months ended September 30, 2009.

Capital Structure

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

   
September 30,
2010
 
December 31,
2009
         
Debt to capital
 
52.0%
 
53.5%
Effect of subtracting cash from debt
 
0.0%
 
(2.8)%
Net debt to net capital
 
52.0%
 
50.7%

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, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi's financial condition.


 
131

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


Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi's uses and sources of capital.  Entergy Mississippi is developing its capital plan for 2011 through 2013 and currently anticipates making $746 million in capital investments during that period, including approximately $360 million for maintenance of existing assets.  The remaining $386 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including resources identified in the Summer 2009 Request for Proposal.  Following are additional updates to the information provided in the Form 10-K.

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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
($22,441)
 
$31,435
 
$23,892
 
($66,044)

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

In May 2010, Entergy Mississippi renewed its three separate credit facilities through May 2011 in the aggregate amount of $70 million. No borrowings were outstanding under the credit facilities as of September 30, 2010.

In April 2010, Entergy Mississippi issued $80 million of 6.20% Series first mortgage bonds due April 2040.  Entergy Mississippi used the proceeds in May 2010, together with other available funds, to redeem, prior to maturity, all of its $100 million 7.25% Series first mortgage bonds, due December 2032.

New Nuclear Development

Pursuant to the Mississippi Baseload Act and the Mississippi Public Utilities Act, Entergy Mississippi is developing a project option for new nuclear generation at Grand Gulf Nuclear Station.  Entergy Mississippi, together with Entergy Gulf States Louisiana and Entergy Louisiana, has been engaged in the development of options to construct new nuclear generation at the Grand Gulf and River Bend Station sites.  Entergy Mississippi is leading the development at Grand Gulf, and Entergy Gulf States Louisiana and Entergy Louisiana are leading the development at River Bend.  This project is in the early stages, and several issues remain to be addressed over time before significant additional capital would be committed to this project.  In 2010, Entergy Mississippi paid for and has recognized on its books $49 million in costs associated with the development of new nuclear generation at Grand Gulf; these costs previously had been recorded on the books of Entergy New Nuclear Utility Development, LLC, a System Energy subsidiary.  In October 2010, Entergy Mississippi filed an application with the MPSC requesting that the MPSC determine that it is in the public interest to preserve the option to construct new nuclear generation at Grand Gulf and that the MPSC approve the deferral of Entergy Mississippi's costs incurred to date and in the future related to this project, including the accrual of AFUDC or similar carrying charges.

State and Local Rate Regulation

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - State and Local Rate Regulation" in the Form 10-K for a discussion of the formula rate plan and fuel and purchased power cost recovery. Following are updates to that discussion.
 
 
132

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



Formula Rate Plan

In September 2009, Entergy Mississippi filed with the MPSC proposed modifications to its formula rate plan rider.  In March 2010 the MPSC issued an order: (1) providing the opportunity for a reset of Entergy Mississippi's return on common equity to a point within the formula rate plan bandwidth and eliminating the 50/50 sharing that had been in the plan, (2) modifying the performance measurement process, and (3) replacing the revenue change limit of two percent of revenues, which was subject to a $14.5 million revenue adjustment cap, with a limit of four percent of revenues, although any adjustment above two percent requires a hearing before the MPSC.  The MPSC did not approve Entergy Mississippi's request to use a projected test year for its annual scheduled formula rate plan filing and, therefore, Entergy Mississippi will continue to use a historical test year for its annual evaluation reports under the plan.

As discussed in the Form 10-K, in March 2010, Entergy Mississippi submitted its 2009 test year filing, its first annual filing under the new formula rate plan rider.  In June 2010 the MPSC approved a joint stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provides for no change in rates, but does provide for the deferral as a regulatory asset of $3.9 million of legal expenses associated with certain litigation involving the Mississippi Attorney General, as well as ongoing legal expenses in that litigation until the litigation is resolved.

Fuel and Purchased Power Cost Recovery

In August 2009 the MPSC retained an independent audit firm to audit Entergy Mississippi's fuel adjustment clause submittals for the period October 2007 through September 2009.  The independent audit firm submitted its report to the MPSC in December 2009.  The report does not recommend that any costs be disallowed for recovery.  The report did suggest that some costs, less than one percent of the fuel and purchased power costs recovered during the period, may have been more reasonably charged to customers through base rates rather than through fuel charges, but the report did not suggest that customers should not have paid for those costs.  In November 2009 the MPSC also retained another firm to review processes and practices related to fuel and purchased energy.  The results of that review were filed with the MPSC in March 2010.  In that report, the independent consulting firm found that the practices and procedures in activities that directly affect the costs recovered through Entergy Mississippi's fuel adjustment clause appear reasonable.  Both audit reports were certified by the MPSC to the Mississippi Legislature, as required by Mississippi law.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.

 
133

 

ENTERGY MISSISSIPPI, INC.
 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 407,906     $ 356,545     $ 959,956     $ 908,865  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    137,516       102,847       220,806       284,008  
   Purchased power
    118,273       96,866       302,367       271,985  
   Other operation and maintenance
    54,552       51,119       153,331       159,544  
Taxes other than income taxes
    17,928       16,590       50,537       48,402  
Depreciation and amortization
    22,527       21,967       66,907       64,980  
Other regulatory charges (credits) - net
    (4,592 )     (177 )     13,581       (57,345 )
TOTAL
    346,204       289,212       807,529       771,574  
                                 
OPERATING INCOME
    61,702       67,333       152,427       137,291  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    1,815       781       4,914       2,499  
Interest and dividend income
    49       257       370       706  
Miscellaneous - net
    109       300       164       (880 )
TOTAL
    1,973       1,338       5,448       2,325  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    12,504       12,939       38,731       34,399  
Other interest - net
    828       1,094       3,744       3,314  
Allowance for borrowed funds used during construction
    (1,013 )     (448 )     (2,742 )     (1,494 )
TOTAL
    12,319       13,585       39,733       36,219  
                                 
INCOME BEFORE INCOME TAXES
    51,356       55,086       118,142       103,397  
                                 
Income taxes
    17,342       20,528       38,666       38,674  
                                 
NET INCOME
    34,014       34,558       79,476       64,723  
                                 
Preferred dividend requirements and other
    707       707       2,121       2,121  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 33,307     $ 33,851     $ 77,355     $ 62,602  
                                 
See Notes to Financial Statements.
                               

 
134

 


ENTERGY MISSISSIPPI, INC.
 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 79,476     $ 64,723  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Other regulatory charges (credits) - net
    13,581       (57,345 )
  Depreciation and amortization
    66,907       64,980  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    27,892       (4,908 )
  Changes in working capital:
               
    Receivables
    (56,998 )     11,098  
    Fuel inventory
    (1,307 )     2,642  
    Accounts payable
    7,364       (17,461 )
    Taxes accrued
    14       32,061  
    Interest accrued
    363       529  
    Deferred fuel costs
    (77,487 )     65,221  
    Other working capital accounts
    23,388       (25,210 )
  Provision for estimated losses and reserves
    (3,172 )     4,318  
  Changes in other regulatory assets
    10,110       (38,116 )
  Other
    (23,745 )     37,225  
Net cash flow provided by operating activities
    66,386       139,757  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (159,870 )     (91,553 )
Allowance for equity funds used during construction
    4,914       2,499  
Changes in other investments - net
    7,629       -  
Change in money pool receivable - net
    31,435       (23,892 )
Proceeds from the sale of assets
    3,951       (162 )
Other
    35       80  
Net cash flow used in investing activities
    (111,906 )     (113,028 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    77,167       148,475  
Retirement of long-term debt
    (100,000 )     -  
Change in money pool payable - net
    22,441       (66,044 )
Dividends paid:
               
  Common stock
    (43,400 )     (38,500 )
  Preferred stock
    (2,121 )     (2,121 )
Net cash flow provided by (used in) financing activities
    (45,913 )     41,810  
                 
Net increase (decrease) in cash and cash equivalents
    (91,433 )     68,539  
                 
Cash and cash equivalents at beginning of period
    91,451       1,082  
                 
Cash and cash equivalents at end of period
  $ 18     $ 69,621  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 40,168     $ 35,576  
  Income taxes
  $ 1,127     $ -  
                 
                 
See Notes to Financial Statements.
               

 
135

 


ENTERGY MISSISSIPPI, INC.
 
BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 9     $ 1,147  
  Temporary cash investments
    9       90,304  
    Total cash and cash equivalents
    18       91,451  
Accounts receivable:
               
  Customer
    97,410       50,092  
  Allowance for doubtful accounts
    (1,185 )     (1,018 )
  Associated companies
    16,643       36,565  
  Other
    10,856       12,842  
  Accrued unbilled revenues
    41,457       41,137  
    Total accounts receivable
    165,181       139,618  
Note receivable - Entergy New Orleans
    -       7,610  
Deferred fuel costs
    4,580       -  
Accumulated deferred income taxes
    9,020       294  
Fuel inventory - at average cost
    7,182       5,875  
Materials and supplies - at average cost
    31,588       37,979  
Prepayments and other
    7,126       2,820  
TOTAL
    224,695       285,647  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliates - at equity
    5,535       5,535  
Non-utility property - at cost (less accumulated depreciation)
    4,760       4,864  
Storm reserve escrow account
    31,848       31,867  
TOTAL
    42,143       42,266  
                 
UTILITY PLANT
               
Electric
    3,132,825       3,070,109  
Property under capital lease
    13,713       6,418  
Construction work in progress
    127,778       62,866  
TOTAL UTILITY PLANT
    3,274,316       3,139,393  
Less - accumulated depreciation and amortization
    1,151,816       1,115,756  
UTILITY PLANT - NET
    2,122,500       2,023,637  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    45,609       34,114  
  Other regulatory assets
    230,274       251,407  
Other
    18,133       19,564  
TOTAL
    294,016       305,085  
                 
TOTAL ASSETS
  $ 2,683,354     $ 2,656,635  
                 
See Notes to Financial Statements.
               

 
136

 

 
ENTERGY MISSISSIPPI, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 80,000     $ -  
Accounts payable:
               
  Associated companies
    64,259       58,421  
  Other
    53,391       31,176  
Customer deposits
    64,911       62,316  
Taxes accrued
    41,617       41,603  
Interest accrued
    19,542       19,179  
Deferred fuel costs
    -       72,907  
System agreement cost equalization
    11,129       -  
Gas hedge contracts
    3,625       -  
Other
    9,353       5,399  
TOTAL
    347,827       291,001  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    634,264       578,759  
Accumulated deferred investment tax credits
    6,784       7,514  
Obligations under capital lease
    11,298       4,949  
Other regulatory liabilities
    -       2,905  
Asset retirement cost liabilities
    5,297       5,071  
Accumulated provisions
    38,231       41,403  
Pension and other postretirement liabilities
    97,751       111,437  
Long-term debt
    745,359       845,304  
Other
    23,442       29,146  
TOTAL
    1,562,426       1,626,488  
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    50,381       50,381  
                 
COMMON EQUITY
               
Common stock, no par value, authorized 12,000,000
               
 shares; issued and outstanding 8,666,357 shares in 2010 and 2009
    199,326       199,326  
Capital stock expense and other
    (690 )     (690 )
Retained earnings
    524,084       490,129  
TOTAL
    722,720       688,765  
                 
TOTAL LIABILITIES AND EQUITY
  $ 2,683,354     $ 2,656,635  
                 
See Notes to Financial Statements.
               
                 

 
137

 


ENTERGY MISSISSIPPI, INC.
 
STATEMENTS OF CHANGES IN EQUITY
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Capital Stock
Expense and Other
   
Retained Earnings
   
Total
 
Balance at December 31, 2008
  $ 199,326     $ (690 )   $ 466,621     $ 665,257  
                                 
Net income
    -       -       64,723       64,723  
Common stock dividends
    -       -       (38,500 )     (38,500 )
Preferred stock dividends
    -       -       (2,121 )     (2,121 )
                                 
Balance at September 30, 2009
  $ 199,326     $ (690 )   $ 490,723     $ 689,359  
                                 
                                 
Balance at December 31, 2009
  $ 199,326     $ (690 )   $ 490,129     $ 688,765  
                                 
Net income
    -       -       79,476       79,476  
Common stock dividends
    -       -       (43,400 )     (43,400 )
Preferred stock dividends
    -       -       (2,121 )     (2,121 )
                                 
Balance at September 30, 2010
  $ 199,326     $ (690 )   $ 524,084     $ 722,720  
                                 
See Notes to Financial Statements.
                               
                                 

 
138

 


ENTERGY MISSISSIPPI, INC.
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 191     $ 159     $ 32       20  
  Commercial
    133       114       19       17  
  Industrial
    44       39       5       13  
  Governmental
    11       10       1       10  
    Total retail
    379       322       57       18  
  Sales for resale
                               
     Associated companies
    14       17       (3 )     (18 )
     Non-associated companies
    12       9       3       33  
  Other
    3       9       (6 )     (67 )
    Total
  $ 408     $ 357     $ 51       14  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    2,071       1,808       263       15  
  Commercial
    1,528       1,421       107       8  
  Industrial
    622       599       23       4  
  Governmental
    118       118       -       -  
    Total retail
    4,339       3,946       393       10  
  Sales for resale
                               
     Associated companies
    76       69       7       10  
     Non-associated companies
    175       115       60       52  
    Total
    4,590       4,130       460       11  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 407     $ 367     $ 40       11  
  Commercial
    314       302       12       4  
  Industrial
    110       111       (1 )     (1 )
  Governmental
    29       28       1       4  
    Total retail
    860       808       52       6  
  Sales for resale
                               
     Associated companies
    34       32       2       6  
     Non-associated companies
    30       23       7       30  
  Other
    36       46       (10 )     (22 )
    Total
  $ 960     $ 909     $ 51       6  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,851       4,186       665       16  
  Commercial
    3,797       3,607       190       5  
  Industrial
    1,690       1,625       65       4  
  Governmental
    314       306       8       3  
    Total retail
    10,652       9,724       928       10  
  Sales for resale
                               
     Associated companies
    230       154       76       49  
     Non-associated companies
    357       268       89       33  
    Total
    11,239       10,146       1,093       11  
                                 

 
139

 
 

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income increased $3.2 million primarily due to higher net revenue and lower interest expense, partially offset by higher other operation and maintenance expenses and higher taxes other than income taxes.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased $5.8 million primarily due to higher net revenue, a lower effective income tax rate, and lower interest expense, partially offset by higher other operation and maintenance expenses, higher taxes other than income taxes, and lower other income.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the changes in net revenue comparing the third quarter 2010 to the third quarter 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$68.8 
Volume/weather
 
7.8 
Gas cost recovery asset
 
2.3 
Other
 
2.1 
2010 net revenue
 
$81.0 

The volume/weather variance is primarily due to an increase of 83 GWh, or 6%, in billed retail electricity usage primarily due to more favorable weather compared to the same period in 2009.

The gas cost recovery asset variance results from the recognition of a $3 million gas operations regulatory asset associated with the settlement of Entergy New Orleans’ electric and gas formula rate plan case, and the amortization of $0.7 million of that asset.  See Note 2 to the financial statements herein for further discussion of the formula rate plan settlement.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

·  
increased gas and electricity usage due to the effect of more favorable volume/weather, as discussed above;
·  
a increase of $6.6 million in electric fuel cost recovery revenues primarily due to the effect of higher usage, as discussed above and higher fuel rates; and
·  
an increase of $1.2 million in gas fuel cost recovery revenues due to higher prices.

 
140

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


Fuel and purchased power expenses increased primarily due to an increase in the average market price of purchased power coupled with an increase in net area demand.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the changes in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$187.9 
Volume/weather
 
15.6 
Net gas revenue
 
11.8 
Effect of rate case settlement
 
(5.0)
Other
 
6.9 
2010 net revenue
 
$217.2 

The volume/weather variance is primarily due to an increase of 315 GWh, or 9%, in billed retail electricity usage primarily due to more favorable weather compared to the same period in 2009.

The net gas variance is primarily due to more favorable weather compared to the same period in 2009, along with the recognition of a $3 million gas operations regulatory asset associated with the settlement of Entergy New Orleans's electric and gas formula rate plan case.  See Note 2 to the financial statements herein for further discussion of the formula rate plan settlement.

The effect of 2009 rate case settlement variance results from the April 2009 settlement of Entergy New Orleans's rate case, and includes the effects of realigning non-fuel costs associated with the operation of Grand Gulf from the fuel adjustment clause to electric base rates effective June 2009.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case settlement.

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to:

·  
an increase of $2.5 million in compensation and benefits costs resulting from an increase in the accrual for incentive-based compensation;
·  
an increase of $1.6 million in litigation expenses; and
·  
an increase of $1.1 million in fossil expenses due to the timing of outages and the increased scope of work during this year’s outage.

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

Interest expense decreased primarily due to the repayment of the notes payable issued to affiliates as part of Entergy New Orleans’ plan of reorganization, as described more fully in Note 18 to the financial statements in the Form 10-K.


 
141

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


Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses increased primarily due to:

·  
an increase of $13.7 million in fossil expenses due to the timing of outages and the increased scope of work during this year’s outages; and
·  
an increase of $2.7 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of asset losses, and an increase in the accrual for incentive-based compensation.  See Note 11 to the financial statements in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

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

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

Interest expense decreased primarily due to a decrease in the interest rate on notes payable issued to affiliates as part of Entergy New Orleans’ plan of reorganization, in addition to their repayment in May 2010, as described more fully in Note 18 to the financial statements in the Form 10-K.

Income Taxes

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

The effective income tax rate was 33.6% for the third quarter 2009 and 37.0% for the nine months ended September 30, 2009.  The difference in the effective income tax rate for the third quarter 2009 versus the federal statutory rate of 35% is primarily due to flow-through book and tax timing differences, partially offset by state income taxes.  The difference in the effective income tax rate for the nine months ended September 30, 2009 versus the federal statutory rate of 35% is primarily due to state income taxes and certain book and tax differences related to utility plant items, partially offset by flow-through book and tax timing differences.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$191,191 
 
$137,444 
         
Cash flow provided by (used in):
       
 
Operating activities
 
65,362 
 
78,945 
 
Investing activities
 
(19,138)
 
(44,402)
 
Financing activities
 
(137,266)
 
(21,520)
Net increase (decrease) in cash and cash equivalents
 
(91,042)
 
13,023 
         
Cash and cash equivalents at end of period
 
$100,149 
 
$150,467 
 
 
142

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


Operating Activities

Net cash flow provided by operating activities decreased $13.6 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to income tax payments of $21.3 million made in 2010 compared to refunds of $3.2 million received in 2009 and an increase in pension contributions of $4.8 million.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments result from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of qualified pension and other postretirement benefits.  The decrease was partially offset by the receipt of $19.2 million of Community Development Block Grant funds, as discussed in Note 2 to the financial statements herein.

Investing Activities

Net cash flow used in investing activities decreased $25.3 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to money pool activity and a withdrawal from the storm escrow account that was related to Hurricane Gustav costs.

Decreases in Entergy New Orleans's receivable from the money pool are a source of cash flow, and Entergy New Orleans's receivable from the money pool decreased by $31.2 million in the nine months ended September 30, 2010 compared to decreasing by $8.5 million in the nine months ended September 30, 2009.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries' need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities increased $115.7 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
the repayment of $74.3 million of affiliate notes payable in May 2010;
·  
the repayment, at maturity, of $30 million of 4.98% Series first mortgage bonds in July 2010; and
·  
an increase of $11.5 million in dividends paid on common stock.

See Note 4 to the financial statements for the details of the long-term debt activity.

Capital Structure

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

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
42.2%
 
54.4%
Effect of subtracting cash from debt
 
(19.5)%
 
(28.2)%
Net debt to net capital
 
22.7%
 
26.2%

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and shareholders' equity.  Net capital consists of capital less cash and cash equivalents.  Entergy New Orleans uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans's financial condition.
 
 
143

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


Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy New Orleans's uses and sources of capital.  Entergy New Orleans is developing its capital plan for 2011 through 2013 and currently anticipates making $153 million in capital investments during that period, including approximately $106 million for maintenance of existing assets.  The remaining $47 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Additionally, Entergy New Orleans anticipates investing approximately $38 million in the continued rebuilding of its gas system damaged during Hurricane Katrina in 2005.  Following are additional updates to the information provided in the Form 10-K.

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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$34,940
 
$66,149
 
$51,609
 
$60,093

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

Pursuant to its plan of reorganization, in May 2007, Entergy New Orleans issued notes due in three years in satisfaction of its affiliate prepetition accounts payable (approximately $74 million, including interest), including its indebtedness to the Entergy System money pool.  In May 2010, Entergy New Orleans repaid, at maturity, the notes payable.

On July 1, 2010, Entergy New Orleans paid, at maturity, its $30 million of 4.98% Series first mortgage bonds.

State and Local Rate Regulation

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

In May 2010, Entergy New Orleans filed its electric and gas formula rate plan evaluation reports.  The filings request a $12.8 million electric base revenue decrease and a $2.4 million gas base revenue increase.  Entergy New Orleans and the City Council's Advisors have reached a settlement that would result in an $18.0 million electric base revenue decrease and zero gas base revenue change effective with the October 2010 billing cycle.  The proposed settlement received unanimous City Council Utility Committee approval on October 19, 2010 and full City Council consideration of the settlement is pending.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.


 
144

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


Environmental Risks

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

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.


 
145

 

ENTERGY NEW ORLEANS, INC.
 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 172,908     $ 158,988     $ 417,540     $ 404,632  
Natural gas
    16,691       15,083       90,739       77,670  
TOTAL
    189,599       174,071       508,279       482,302  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    51,184       49,182       123,142       143,741  
   Purchased power
    59,031       55,370       168,169       149,734  
   Other operation and maintenance
    33,414       26,524       98,595       80,233  
Taxes other than income taxes
    12,503       11,407       34,574       30,623  
Depreciation and amortization
    8,795       8,520       26,320       25,290  
Other regulatory charges (credits) - net
    (1,585 )     766       (253 )     944  
TOTAL
    163,342       151,769       450,547       430,565  
                                 
OPERATING INCOME
    26,257       22,302       57,732       51,737  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    174       71       535       180  
Interest and dividend income
    160       697       456       3,714  
Miscellaneous - net
    (209 )     (180 )     (680 )     (701 )
TOTAL
    125       588       311       3,193  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    2,535       2,903       8,344       8,722  
Other interest - net
    250       1,541       2,034       3,955  
Allowance for borrowed funds used during construction
    (84 )     (35 )     (258 )     (74 )
TOTAL
    2,701       4,409       10,120       12,603  
                                 
INCOME BEFORE INCOME TAXES
    23,681       18,481       47,923       42,327  
                                 
Income taxes
    8,200       6,209       15,414       15,661  
                                 
NET INCOME
    15,481       12,272       32,509       26,666  
                                 
Preferred dividend requirements and other
    242       241       724       724  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 15,239     $ 12,031     $ 31,785     $ 25,942  
                                 
See Notes to Financial Statements.
                               

 
146

 


ENTERGY NEW ORLEANS, INC.
 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
   
2010
   
2009
 
   
(In Thousands)
 
OPERATING ACTIVITIES
           
Net income
  $ 32,509     $ 26,666  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Reserve for regulatory adjustment
    198       -  
  Other regulatory charges (credits) - net
    (253 )     944  
  Depreciation and amortization
    26,320       25,290  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (56,664 )     18,847  
  Changes in working capital:
               
    Receivables
    (3,350 )     21,904  
    Fuel inventory
    (750 )     4,681  
    Accounts payable
    (330 )     (16,069 )
    Taxes accrued
    50,278       (1,053 )
    Interest accrued
    (2,149 )     (1,500 )
    Deferred fuel costs
    5,649       4,819  
    Other working capital accounts
    (8,114 )     (8,341 )
  Provision for estimated losses and reserves
    (6,451 )     4,995  
  Changes in other regulatory assets
    6,474       (3,782 )
  Changes in pension and other postretirement liabilities
    (7,394 )     (2,940 )
  Other
    29,389       4,484  
Net cash flow provided by operating activities
    65,362       78,945  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (56,088 )     (47,992 )
Allowance for equity funds used during construction
    535       180  
Change in money pool receivable - net
    31,209       8,485  
Changes in other investments - net
    5,091       (5,094 )
Other
    115       19  
Net cash flow used in investing activities
    (19,138 )     (44,402 )
                 
FINANCING ACTIVITIES
               
Retirement of long-term debt
    (104,993 )     (728 )
Dividends paid:
               
  Common stock
    (31,200 )     (19,700 )
  Preferred stock
    (724 )     (724 )
Other
    (349 )     (368 )
Net cash flow used in financing activities
    (137,266 )     (21,520 )
                 
Net increase (decrease) in cash and cash equivalents
    (91,042 )     13,023  
                 
Cash and cash equivalents at beginning of period
    191,191       137,444  
                 
Cash and cash equivalents at end of period
  $ 100,149     $ 150,467  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid/(received) during the period for:
               
  Interest - net of amount capitalized
  $ 12,020     $ 13,697  
  Income taxes
  $ 21,325     $ (3,212 )
                 
See Notes to Financial Statements.
               

 
147

 

 
ENTERGY NEW ORLEANS, INC.
 
BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents
           
  Cash
  $ 1,029     $ 1,179  
  Temporary cash investments
    99,120       190,012  
        Total cash and cash equivalents
    100,149       191,191  
Accounts receivable:
               
  Customer
    51,510       41,284  
  Allowance for doubtful accounts
    (1,211 )     (1,166 )
  Associated companies
    39,937       78,670  
  Other
    3,170       2,299  
  Accrued unbilled revenues
    20,150       20,328  
    Total accounts receivable
    113,556       141,415  
Deferred fuel costs
    -       3,996  
Accumulated deferred income taxes
    399       2,584  
Fuel inventory - at average cost
    3,283       2,533  
Materials and supplies - at average cost
    9,956       9,674  
Prepayments and other
    5,719       4,311  
TOTAL
    233,062       355,704  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliates - at equity
    3,259       3,259  
Non-utility property at cost (less accumulated depreciation)
    1,016       1,016  
Storm reserve escrow account
    4,408       9,499  
TOTAL
    8,683       13,774  
                 
UTILITY PLANT
               
Electric
    813,699       789,367  
Natural gas
    201,950       199,847  
Construction work in progress
    11,021       21,148  
TOTAL UTILITY PLANT
    1,026,670       1,010,362  
Less - accumulated depreciation and amortization
    526,906       514,609  
UTILITY PLANT - NET
    499,764       495,753  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Deferred fuel costs
    4,080       4,080  
  Other regulatory assets
    118,572       125,686  
Other
    5,693       6,079  
TOTAL
    128,345       135,845  
                 
TOTAL ASSETS
  $ 869,854     $ 1,001,076  
                 
See Notes to Financial Statements.
               

 
148

 


ENTERGY NEW ORLEANS, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ -     $ 30,000  
Notes payable - associated companies
    -       74,230  
Accounts payable:
               
  Associated companies
    26,332       28,138  
  Other
    26,751       23,653  
Customer deposits
    20,970       20,505  
Taxes accrued
    51,955       1,677  
Interest accrued
    1,800       3,949  
Deferred fuel costs
    1,653       -  
System agreement cost equalization
    -       6,000  
Other
    4,914       5,803  
TOTAL CURRENT LIABILITIES
    134,375       193,955  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    99,247       147,496  
Accumulated deferred investment tax credits
    1,914       2,153  
Regulatory liability for income taxes - net
    59,133       58,970  
Other regulatory liabilities
    39,712       43,148  
Retirement cost liability
    3,339       3,174  
Accumulated provisions
    9,540       15,991  
Pension and other postretirement liabilities
    36,379       43,773  
Long-term debt
    167,266       168,023  
Gas system rebuild insurance proceeds
    81,216       90,116  
Other
    8,782       5,911  
TOTAL NON-CURRENT LIABILITIES
    506,528       578,755  
                 
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    19,780       19,780  
                 
COMMON EQUITY
               
Common stock, $4 par value, authorized 10,000,000
               
  shares; issued and outstanding 8,435,900 shares in 2010
               
  and 2009
    33,744       33,744  
Paid-in capital
    36,294       36,294  
Retained earnings
    139,133       138,548  
TOTAL
    209,171       208,586  
                 
TOTAL LIABILITIES AND EQUITY
  $ 869,854     $ 1,001,076  
                 
See Notes to Financial Statements.
               

 
149

 


ENTERGY NEW ORLEANS, INC.
 
STATEMENTS OF CHANGES IN EQUITY
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2008
  $ 33,744     $ 36,294     $ 141,388     $ 211,426  
                                 
Net income
    -       -       26,666       26,666  
Common stock dividends
    -       -       (19,700 )     (19,700 )
Preferred stock dividends
    -       -       (724 )     (724 )
                                 
Balance at September 30, 2009
  $ 33,744     $ 36,294     $ 147,630     $ 217,668  
                                 
                                 
Balance at December 31, 2009
  $ 33,744     $ 36,294     $ 138,548     $ 208,586  
                                 
Net income
    -       -       32,509       32,509  
Common stock dividends
    -       -       (31,200 )     (31,200 )
Preferred stock dividends
    -       -       (724 )     (724 )
                                 
Balance at September 30, 2010
  $ 33,744     $ 36,294     $ 139,133     $ 209,171  
                                 
See Notes to Financial Statements.
                               
                                 
                                 

 
150

 


ENTERGY NEW ORLEANS, INC.
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 71     $ 63     $ 8       13  
  Commercial
    55       51       4       8  
  Industrial
    11       11       -       -  
  Governmental
    22       21       1       5  
    Total retail
    159       146       13       9  
  Sales for resale
                               
     Associated companies
    12       13       (1 )     (8 )
  Other
    2       -       2       -  
    Total
  $ 173     $ 159     $ 14       9  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    608       549       59       11  
  Commercial
    555       525       30       6  
  Industrial
    139       148       (9 )     (6 )
  Governmental
    231       228       3       1  
    Total retail
    1,533       1,450       83       6  
  Sales for resale
                               
     Associated companies
    184       241       (57 )     (24 )
     Non-associated companies
    1       2       (1 )     (50 )
    Total
    1,718       1,693       25       1  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 158     $ 129     $ 29       22  
  Commercial
    133       126       7       6  
  Industrial
    27       28       (1 )     (4 )
  Governmental
    54       52       2       4  
    Total retail
    372       335       37       11  
  Sales for resale
                               
     Associated companies
    34       64       (30 )     (47 )
  Other
    12       6       6       100  
    Total
  $ 418     $ 405     $ 13       3  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    1,473       1,219       254       21  
  Commercial
    1,441       1,370       71       5  
  Industrial
    380       395       (15 )     (4 )
  Governmental
    605       600       5       1  
    Total retail
    3,899       3,584       315       9  
  Sales for resale
                               
     Associated companies
    488       1,106       (618 )     (56 )
     Non-associated companies
    10       11       (1 )     (9 )
    Total
    4,397       4,701       (304 )     (6 )
                                 

 
151

 

 

ENTERGY TEXAS, INC. AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2010 Compared to Third Quarter 2009

Net income decreased by $7 million primarily due to higher other operation and maintenance expenses and lower other income, partially offset by higher net revenue and lower interest expense.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net income increased by $16.2 million primarily due to higher net revenue and lower interest expense, partially offset by lower other income, higher taxes other than income taxes, and higher other operation and maintenance expenses.

Net Revenue

Third Quarter 2010 Compared to Third Quarter 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the third quarter 2010 to the third quarter 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$153.2 
Retail electric price
 
8.8 
Volume/weather
 
6.5 
Securitization transition charge
 
4.5 
Net wholesale revenue
 
3.0 
Purchased power capacity
 
(14.4)
Other
 
1.3 
2010 net revenue
 
$162.9 

The retail electric price variance is primarily due to rate actions, including an annual base rate increase of $59 million beginning August 2010 as a result of the settlement of the December 2009 rate case.  See Note 2 to the financial statements herein for further discussion of the rate case settlement.

The volume/weather variance is primarily due to increased electricity usage primarily in the residential and commercial sectors, resulting from an increase of 2.7% in customers, coupled with the effect of more favorable weather during the unbilled sales period.  Billed electricity usage increased a total of 121 GWh, or 3%.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of unbilled revenues.


 
152

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


The securitization transition charge variance is due to the issuance of securitization bonds.  In November 2009, Entergy Texas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Texas, issued securitization bonds and with the proceeds purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds.  The securitization transition charge is offset with a corresponding increase in interest on long-term debt with no impact on net income.  See Note 5 to the financial statements in the Form 10-K for further discussion of the securitization bond issuance.

The net wholesale revenue variance is primarily due to increased sales to municipal and co-op customers due to the addition of new contracts.

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

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $52.6 million in fuel cost recovery revenues primarily attributable to higher fuel rates and increased usage, and an increase of $43.2 million in gross wholesale revenues as a result of the addition of new customer contracts, as discussed above.

Fuel and purchased power expenses increased primarily due to increases in the average market prices of purchased power and natural gas.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2010 to the nine months ended September 30, 2009.

   
Amount
   
(In Millions)
     
2009 net revenue
 
$360.9 
Volume/weather
 
25.6 
Net wholesale revenue
 
25.2 
Rough production cost equalization
 
18.6 
Securitization transition charge
 
13.7 
Retail electric price
 
6.2 
Purchased power capacity
 
(31.8)
Other
 
5.3 
2010 net revenue
 
$423.7 

The volume/weather variance is primarily due to increased electricity usage primarily in the residential and commercial sectors, resulting from an increase of 3.7% in customers, coupled with the effect of more favorable weather on residential sales.  Billed electricity usage increased a total of 642 GWh, or 5%.

The net wholesale revenue variance is primarily due to increased sales to municipal and co-op customers due to the addition of new contracts.

The rough production cost equalization variance is due to an additional $18.6 million allocation recorded in the second quarter of 2009 of 2007 rough production cost equalization receipts ordered by the PUCT to Texas retail customers over what was originally allocated to Entergy Texas prior to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 2007, as discussed in Note 2 to the financial statements.
 
 
153

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

The securitization transition charge variance is due to the issuance of securitization bonds.  In November 2009, Entergy Texas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Texas, issued securitization bonds and with the proceeds purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds.  The securitization transition charge is offset with a corresponding increase in interest on long-term debt with no impact on net income.  See Note 5 to the financial statements in the Form 10-K for further discussion of the securitization bond issuance.

The retail electric price variance is primarily due to rate actions, including an annual base rate increase of $59 million beginning August 2010 as a result of the settlement of the December 2009 rate case.  See Note 2 to the financial statements herein for further discussion of the rate case settlement.

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

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $155.7 million in gross wholesale revenues as a result of the addition of new customer contracts and an increase of $25.6 million related to volume/weather, as discussed above.  The increase was partially offset by a decrease of $27.8 million in rider revenues and a decrease of $26.6 million in fuel cost recovery revenues primarily attributable to lower fuel rates and the interim fuel refund in the first quarter 2010.  The interim fuel refund and the PUCT approval is discussed in Note 2 to the financial statements in the Form 10-K.

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

Other Income Statement Variances

Third Quarter 2010 Compared to Third Quarter 2009

Other operation and maintenance expenses increased primarily due to the amortization of $11 million of rate case expenses.  See Note 2 to the financial statements herein for further discussion of the rate case settlement.

Other income decreased primarily due to carrying costs recorded in 2009 on storm restoration costs as approved by Texas legislation.  See Note 2 to the financial statements in the Form 10-K for further discussion of Hurricane Ike storm cost recovery filings.

Interest and other charges decreased primarily due to lower interest on deferred fuel costs and the pay-down of the debt assumption agreement liability, partially offset by the issuance of $546 million in securitization bonds in November 2009 and the issuance of $200 million of 3.6% Series mortgage bonds in May 2010.

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Other operation and maintenance expenses increased primarily due to the amortization of $11 million of rate case expenses.  See Note 2 to the financial statements herein for further discussion of the rate case settlement.  The increase was partially offset by a charge of $6.8 million in June 2009 resulting from the Hurricane Ike and Hurricane Gustav storm cost recovery settlement with the PUCT.  See Note 2 to the financial statements in the Form 10-K for discussion of this settlement.
 
154

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


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

Other income decreased primarily due to carrying costs recorded in 2009 on storm restoration costs as approved by Texas legislation.  See Note 2 to the financial statements in the Form 10-K for further discussion of Hurricane Ike storm cost recovery filings.

Interest and other charges decreased primarily due to lower interest on deferred fuel costs, the repayment of Entergy Texas's $160 million note payable from Entergy Corporation in January 2009, and the pay-down of the debt assumption agreement liability.  The decrease was partially offset by the issuance of $546 million in securitization bonds in November 2009, the issuance of $150 million of 7.875% Series mortgage bonds in May 2009 and the issuance of $200 million of 3.6% Series mortgage bonds in May 2010.

Income Taxes

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

The effective income tax rate was 35.6% for the third quarter 2009 and 38.6% for the nine months ended September 30, 2009.  The difference in the effective income tax rate for the nine months ended September 30, 2009 versus the federal statutory rate of 35% is primarily due to state income taxes and certain book and tax differences related to utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction and the amortization of investment tax credits.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$200,703 
 
$2,239 
         
Cash flow provided by (used in):
       
 
Operating activities
 
(326)
 
46,255 
 
Investing activities
 
(76,769)
 
(156,231)
 
Financing activities
 
(77,933)
 
243,169 
Net increase (decrease) in cash and cash equivalents
 
(155,028)
 
133,193 
         
Cash and cash equivalents at end of period
 
$45,675 
 
$135,432 

Operating Activities

Entergy Texas's operating activities used $0.3 million of cash for the nine months ended September 30, 2010 compared to providing $46.3 million of cash for the nine months ended September 30, 2009 primarily due to the timing of collection of receivables from customers and an $87.8 million fuel cost refund made in the first quarter 2010, which is discussed further in the Form 10-K, partially offset by Hurricane Ike restoration spending in 2009.

 
155

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


Investing Activities

Net cash flow used in investing activities decreased $79.5 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to money pool activity and a decrease in construction expenditures due to Hurricane Ike spending in 2009, offset by a decrease of $27.6 million in insurance proceeds and increased remittances to the securitization trust account as a result of the issuance of $546 million in securitization bonds in November 2009.  See Note 5 to the financial statements in the Form 10-K for further discussion of the issuance of the securitization bonds.

Decreases in Entergy Texas's receivable from the money pool are a source of cash flow, and Entergy Texas's receivable from the money pool decreased by $53.3 million for the nine months ended September 30, 2010 compared to increasing by $46.4 million for the nine months ended September 30, 2009.  The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

Financing Activities

Entergy Texas's financing activities used $77.9 million of cash for the nine months ended September 30, 2010 compared to providing $243.2 million of cash for the nine months ended September 30, 2009 primarily due to:

·  
the issuance of $500 million of 7.125% Series mortgage bonds in January 2009;
·  
the issuance of $150 million of 7.875% Series mortgage bonds in May 2009;
·  
the issuance of $200 million of 3.60% Series mortgage bonds in May 2010;
·  
the retirement of $190 million of long-term debt in 2010 compared to $80 million in 2009; and
·  
an increase of $83 million in common equity distributions.

The use of cash was partially offset by:

·  
the repayment of Entergy Texas's $160 million note payable to Entergy Corporation in January 2009;
·  
the repayment of $100 million outstanding on Entergy Texas's credit facility in February 2009; and
·  
money pool activity.

Decreases in Entergy Texas's payable to the money pool is a use of cash flow, and Entergy Texas's payable to the money pool decreased by $50.8 million for the nine months ended September 30, 2009.

Capital Structure

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

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
66.9%
 
66.3%
Effect of excluding the securitization bonds
 
(16.1)%
 
(17.1)%
Debt to capital, excluding securitization bonds (1)
 
50.8%
 
49.2%
Effect of subtracting cash from debt
 
(1.3)%
 
(6.9)%
Net debt to net capital, excluding securitization bonds (1)
 
49.5%
 
42.3%

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

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

 
156

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


Uses and Sources of Capital

           See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Texas's uses and sources of capital.  Entergy Texas is developing its capital plan for 2011 through 2013 and currently anticipates making $641 million in capital investments during that period, including approximately $328 million for maintenance of existing assets.  The remaining $313 million is associated with specific investments such as environmental compliance spending, plant upgrades, transmission upgrades and system improvements, and other investments such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Following are updates to the information provided in the Form 10-K.

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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$16,022
 
$69,317
 
$46,412
 
($50,794)

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

As discussed in the Form 10-K, Entergy Texas has a credit facility in the amount of $100 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2010.

In May 2010, Entergy Texas issued $200 million of 3.60% Series mortgage bonds due June 2015.  Entergy Texas used the proceeds to pay prior to maturity Entergy Texas's remaining obligations (with interest rates ranging from 4.875% to 6.18% per annum and maturities ranging from November 1, 2011 to March 1, 2035) pursuant to the debt assumption agreement with Entergy Gulf States Louisiana and for other general corporate purposes.

State and Local Rate Regulation

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

As discussed in the Form 10-K, in December 2009, Entergy Texas filed a rate case requesting a $198.7 million increase reflecting an 11.5% return on common equity based on an adjusted June 2009 test year.  The filing includes a proposed cost of service adjustment rider with a three-year term beginning with the 2010 calendar year as the initial evaluation period.  Key provisions include a plus or minus 15 basis point bandwidth, with earnings outside the bandwidth reset to the bottom or top of the band and rates changing prospectively depending upon whether Entergy Texas is under or over-earning.  The annual change in revenue requirement is limited to a percentage change in the Consumer Price Index for urban areas, and the filing includes a provision for extraordinary events greater than $10 million per year that would be considered separately.  The filing also proposes a purchased power recovery rider and a competitive generation service tariff and will establish test year baseline values to be used in the transmission cost recovery factor rider authorized for use by Entergy Texas in the 2009 legislative session.  The rate case also includes a $2.8 million revenue requirement to provide supplemental funding for the decommissioning trust maintained for the 70% share of River Bend for which Entergy Texas retail customers are partially responsible, in response to an NRC notification of a projected shortfall of decommissioning funding assurance.  Beginning in May 2010, Entergy Texas implemented a $17.5 million interim rate increase, subject to refund.  Intervenors and PUCT Staff filed testimony opposing the riders discussed above and recommended adjustments that would result in a maximum rate increase of, based on the PUCT Staff’s testimony, $58 million.  Hearings regarding the merits of the competitive generation service tariff, which was a proposal required by law that would allow eligible customers to obtain alternative generation supply, were held in July 2010.


 
157

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


The parties filed a settlement in August 2010 intended to resolve the other issues in the rate case proceeding.  The settlement provides for a $59 million base rate increase for electricity usage beginning August 15, 2010, with an additional increase of $9 million for bills rendered beginning May 2, 2011.  The settlement stipulates an authorized return on equity of 10.125%.  The settlement provides that Entergy Texas's proposed cost of service adjustment rider, purchased power recovery rider, and transmission cost recovery factors will not be approved in the rate case proceeding, although baseline values were established to be used in Entergy Texas's request for a transmission recovery factor that will be made in a separate proceeding.  The settlement states that Entergy Texas's fuel costs for the period April 2007 through June 2009 are reconciled, with $3.25 million of disallowed costs, which were included in the interim fuel refund discussed below.  The settlement also sets River Bend decommissioning costs at $2.0 million annually.  Consistent with the settlement, in the third quarter 2010, Entergy Texas amortized $11 million of rate case costs.  The May and August 2010 rate changes have contributed approximately $11.8 million to Entergy Texas's revenues in 2010.  In October 2010 the ALJ forwarded the settlement to the PUCT for its consideration and also recommended rejection of the competitive generation service tariff.  The PUCT is scheduled to consider the settlement and ALJ's recommendation in November 2010.

As discussed in the Form 10-K, in January 2008, Entergy Texas made a compliance filing with the PUCT describing how its 2007 rough production cost equalization receipts under the System Agreement were allocated between Entergy Gulf States, Inc.'s Texas and Louisiana jurisdictions.  In December 2008 the PUCT adopted an ALJ proposal for decision recommending an additional $18.6 million allocation to Texas retail customers.  Because the PUCT allocation to Texas retail customers is inconsistent with the LPSC allocation to Louisiana retail customers, the PUCT's decision results in trapped costs between the Texas and Louisiana jurisdictions with no mechanism for recovery.  The PUCT denied Entergy Texas's motion for rehearing and Entergy Texas commenced proceedings in both state and federal district courts seeking to reverse the PUCT's decision.  The federal proceeding had been abated pending appeal of the FERC's order in the proceeding discussed below.

Entergy Texas filed with the FERC a proposed amendment to the System Agreement bandwidth formula to specifically calculate the payments to Entergy Gulf States Louisiana and Entergy Texas of Entergy Gulf States, Inc.'s rough production cost equalization receipts for 2007.  In May 2009 the FERC issued an order rejecting the proposed amendment.  Because of the FERC's order, Entergy Texas recorded the effects of the PUCT's allocation of the additional $18.6 million to Texas retail customers in the second quarter 2009.  On an after-tax basis, the charge to earnings was approximately $13.0 million (including interest).  In May 2010 the FERC rejected Entergy's request for rehearing of the FERC's order.  On July 14, 2010, Entergy appealed the FERC's decision to the U.S. Court of Appeals for the District of Columbia.

In the settlement of Entergy Texas's December 2009 rate case proceeding, Entergy Texas agreed to credit to customers $18.6 million after the settlement is approved by the PUCT, with the parties agreeing that this amount represents the remaining portion of the 2007 rough production cost equalization payments received by Entergy Texas.  Entergy Texas also agreed to dismiss the state and federal district court proceedings and its appeal of the FERC's decision, all of which were seeking to change the result of the December 2008 PUCT decision.  The settlement of the 2009 rate case is pending before the PUCT.

In June 2010, Entergy Texas filed with the PUCT a request to refund approximately $66 million, including interest, of fuel cost recovery over-collections through May 2010.  In September 2010 the PUCT issued an order providing for a $77 million refund for fuel cost recovery over-collections through June 2010.  The refund will be made for most customers over a three-month period beginning with the September 2010 billing cycle.

Federal Regulation

See "System Agreement Proceedings", "Independent Coordinator of Transmission", "FERC Audit", and "U.S. Department of Justice Investigation" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.


 
158

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


Environmental Risks

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

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.


 
159

 
 

ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 514,786     $ 399,496     $ 1,322,145     $ 1,190,289  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    103,386       77,529       238,842       347,405  
   Purchased power
    229,229       159,088       610,805       438,505  
   Other operation and maintenance
    57,747       44,735       153,070       150,320  
Decommissioning
    52       49       154       145  
Taxes other than income taxes
    15,141       14,356       45,900       42,298  
Depreciation and amortization
    17,428       19,721       56,334       56,924  
Other regulatory charges - net
    19,307       9,691       48,846       43,478  
TOTAL
    442,290       325,169       1,153,951       1,079,075  
                                 
OPERATING INCOME
    72,496       74,327       168,194       111,214  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    887       1,042       5,025       4,561  
Interest and dividend income
    2,179       11,956       5,815       40,404  
Miscellaneous - net
    (3,672 )     (658 )     (2,523 )     336  
TOTAL
    (606 )     12,340       8,317       45,301  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    23,580       25,854       72,462       71,801  
Other interest - net
    (1,657 )     2,045       (1,337 )     6,104  
Allowance for borrowed funds used during construction
    (632 )     (482 )     (3,143 )     (2,201 )
TOTAL
    21,291       27,417       67,982       75,704  
                                 
INCOME BEFORE INCOME TAXES
    50,599       59,250       108,529       80,811  
                                 
Income taxes
    19,467       21,069       42,646       31,155  
                                 
NET INCOME
  $ 31,132     $ 38,181     $ 65,883     $ 49,656  
                                 
See Notes to Financial Statements.
                               
                                 

 
160

 


ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 65,883     $ 49,656  
Adjustments to reconcile net income to net cash flow provided by
(used in) operating activities:
 
  Reserve for regulatory adjustments
    692       -  
  Other regulatory charges - net
    48,846       43,478  
  Depreciation, amortization, and decommissioning
    56,488       57,069  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    60,787       6,844  
  Changes in working capital:
               
    Receivables
    (80,774 )     182,852  
    Fuel inventory
    1,475       (1,852 )
    Accounts payable
    42,552       (113,033 )
    Taxes accrued
    (11,120 )     (49,595 )
    Interest accrued
    (4,220 )     8,831  
    Deferred fuel costs
    (52,115 )     93,449  
    Other working capital accounts
    (116,661 )     (97,392 )
  Provision for estimated losses and reserves
    (2,507 )     (4,004 )
  Changes in other regulatory assets
    64,672       (167,389 )
  Other
    (74,324 )     37,341  
Net cash flow provided by (used in) operating activities
    (326 )     46,255  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (119,518 )     (138,916 )
Allowance for equity funds used during construction
    5,025       4,561  
Insurance proceeds
    5,293       32,895  
Change in money pool receivable - net
    53,295       (46,412 )
Changes in transition charge account
    (23,182 )     (8,359 )
Changes in other investments
    2,318       -  
Net cash flow used in investing activities
    (76,769 )     (156,231 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    198,489       637,341  
Retirement of long-term debt
    (190,022 )     (79,978 )
Changes in money pool payable - net
    -       (50,794 )
Repayment of loan from Entergy Corporation
    -       (160,000 )
Changes in credit borrowings - net
    -       (100,000 )
Dividends paid:
               
  Common stock
    (86,400 )     (3,400 )
Net cash flow provided by (used in) financing activities
    (77,933 )     243,169  
                 
Net increase (decrease) in cash and cash equivalents
    (155,028 )     133,193  
                 
Cash and cash equivalents at beginning of period
    200,703       2,239  
                 
Cash and cash equivalents at end of period
  $ 45,675     $ 135,432  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 72,170     $ 66,330  
  Income taxes
  $ 5,124     $ 6,000  
                 
See Notes to Financial Statements.
               
                 
                 

 
161

 

ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 185     $ 1,552  
   Temporary cash investments
    45,490       199,151  
    Total cash and cash equivalents
    45,675       200,703  
Securitization recovery trust account
    36,280       13,098  
Accounts receivable:
               
  Customer
    69,914       51,194  
  Allowance for doubtful accounts
    (2,590 )     (844 )
  Associated companies
    75,700       75,437  
  Other
    10,692       10,688  
  Accrued unbilled revenues
    45,965       35,727  
    Total accounts receivable
    199,681       172,202  
Accumulated deferred income taxes
    18,329       59,399  
Fuel inventory - at average cost
    53,482       54,957  
Materials and supplies - at average cost
    28,949       30,432  
Prepayments and other
    16,388       16,357  
TOTAL
    398,784       547,148  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investments in affiliates - at equity
    833       845  
Non-utility property - at cost (less accumulated depreciation)
    1,296       1,496  
Other
    16,887       16,309  
TOTAL
    19,016       18,650  
                 
UTILITY PLANT
               
Electric
    3,157,378       3,074,334  
Construction work in progress
    94,141       82,167  
TOTAL UTILITY PLANT
    3,251,519       3,156,501  
Less - accumulated depreciation and amortization
    1,235,695       1,210,172  
UTILITY PLANT - NET
    2,015,824       1,946,329  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    93,550       95,894  
  Other regulatory assets (includes securitization transition
       property of $774,774 as of September 30, 2010)
    1,168,711       1,232,101  
Long-term receivables
    32,998       34,340  
Other
    20,939       21,176  
TOTAL
    1,316,198       1,383,511  
                 
TOTAL ASSETS
  $ 3,749,822     $ 3,895,638  
                 
See Notes to Financial Statements.
               

 
162

 


ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing portion of debt assumption liability
  $ -     $ 167,742  
Accounts payable:
               
  Associated companies
    94,477       47,677  
  Other
    65,526       70,147  
Customer deposits
    37,883       39,665  
Taxes accrued
    66,461       77,581  
Interest accrued
    26,355       30,575  
Deferred fuel costs
    50,633       102,748  
Pension and other postretirement liabilities
    1,152       935  
System agreement cost equalization
    -       117,204  
Other
    5,648       2,674  
TOTAL
    348,135       656,948  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    769,608       740,074  
Accumulated deferred investment tax credits
    21,335       22,532  
Other regulatory liabilities
    24,169       20,417  
Asset retirement cost liabilities
    3,598       3,445  
Accumulated provisions
    6,203       8,710  
Pension and other postretirement liabilities
    65,679       78,722  
Long-term debt (includes securitization bonds
       of $816,088 as of September 30, 2010)
    1,668,151       1,490,283  
Other
    18,971       30,017  
TOTAL
    2,577,714       2,394,200  
                 
Commitments and Contingencies
               
                 
COMMON EQUITY
               
Common stock, no par value, authorized 200,000,000 shares;
               
  issued and outstanding 46,525,000 shares in 2010 and 2009
    49,452       49,452  
Paid-in capital
    481,994       481,994  
Retained earnings
    292,527       313,044  
TOTAL
    823,973       844,490  
                 
TOTAL LIABILITIES AND EQUITY
  $ 3,749,822     $ 3,895,638  
                 
See Notes to Financial Statements.
               
                 

 
163

 


ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2008
  $ 49,452     $ 481,994     $ 368,703     $ 900,149  
                                 
Net income
    -       -       49,656       49,656  
Common stock dividends
    -       -       (3,400 )     (3,400 )
                                 
Balance at September 30, 2009
  $ 49,452     $ 481,994     $ 414,959     $ 946,405  
                                 
                                 
Balance at December 31, 2009
  $ 49,452     $ 481,994     $ 313,044     $ 844,490  
                                 
Net income
    -       -       65,883       65,883  
Common stock dividends
    -       -       (86,400 )     (86,400 )
                                 
Balance at September 30, 2010
  $ 49,452     $ 481,994     $ 292,527     $ 823,973  
                                 
See Notes to Financial Statements.
                               
                                 
                                 

 
164

 


ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2010
   
2009
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 195     $ 157     $ 38       24  
  Commercial
    94       70       24       34  
  Industrial
    63       58       5       9  
  Governmental
    6       4       2       50  
    Total retail
    358       289       69       24  
  Sales for resale
                               
     Associated companies
    128       106       22       21  
     Non-associated companies
    25       4       21       525  
  Other
    4       -       4       -  
    Total
  $ 515     $ 399     $ 116       29  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    1,955       1,902       53       3  
  Commercial
    1,284       1,228       56       5  
  Industrial
    1,494       1,482       12       1  
  Governmental
    73       73       -       -  
    Total retail
    4,806       4,685       121       3  
  Sales for resale
                               
     Associated companies
    1,253       1,198       55       5  
     Non-associated companies
    385       93       292       314  
    Total
    6,444       5,976       468       8  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2010       2009    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 433     $ 416     $ 17       4  
  Commercial
    245       254       (9 )     (4 )
  Industrial
    212       249       (37 )     (15 )
  Governmental
    17       16       1       6  
    Total retail
    907       935       (28 )     (3 )
  Sales for resale
                               
     Associated companies
    318       221       97       44  
     Non-associated companies
    64       6       58       967  
  Other
    33       28       5       18  
    Total
  $ 1,322     $ 1,190     $ 132       11  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,706       4,243       463       11  
  Commercial
    3,313       3,150       163       5  
  Industrial
    4,199       4,191       8       -  
  Governmental
    202       194       8       4  
    Total retail
    12,420       11,778       642       5  
  Sales for resale
                               
     Associated companies
    2,904       3,041       (137 )     (5 )
     Non-associated companies
    1,079       134       945       705  
    Total
    16,403       14,953       1,450       10  
                                 
                                 

 
165

 
 

SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

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.

Net income remained relatively flat, increasing $0.3 million for the third quarter 2010 compared to the third quarter of 2009.

Net income decreased $4.8 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to a decrease in rate base resulting in lower operating income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2010 and 2009 were as follows:

   
2010
 
2009
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$264,482 
 
$102,788 
         
Cash flow provided by (used in):
       
 
Operating activities
 
190,759 
 
206,833 
 
Investing activities
 
(135,115)
 
(67,745)
 
Financing activities
 
(41,450)
 
(92,277)
Net increase in cash and cash equivalents
 
14,194 
 
46,811 
         
Cash and cash equivalents at end of period
 
$278,676 
 
$149,599 

Operating Activities

Net cash provided by operating activities decreased $16.1 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to an increase of $18.3 million in income tax payments and an increase of $8.9 million in pension contributions.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments result from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of qualified pension and other postretirement benefits.


 
166

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


Investing Activities

Net cash used in investing activities increased $67.4 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
an increase of $129.5 million in nuclear fuel purchases due to the timing of refueling outages; and
·  
an increase of $57.2 million in construction costs primarily due to the Grand Gulf power uprate project.

The increase was partially offset by:

·  
the proceeds from the transfer of $100.3 million in development costs related to Entergy New Nuclear Development, LLC, as discussed in the Form 10-K; and
·  
the repayment of $25.6 million by Entergy New Orleans of a note issued in resolution of its bankruptcy proceedings.

Financing Activities

Net cash used in financing activities decreased $50.8 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to:

·  
the issuance in April 2010 of $60 million of 5.33% Series G notes by the nuclear fuel company variable interest entity to finance its fuel procurement activities; and
·  
the net issuance of $37.8 million of commercial paper by the nuclear fuel company variable interest entity to finance its fuel procurement activities.

The decrease was partially offset by:

·  
an increase of $33.4 million in dividends paid on common stock; and
·  
an increase of $13.3 million in the January 2010 principal payment made on the Grand Gulf sale-leaseback compared to the January 2009 principal payment.

Capital Structure

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

   
September 30,
 2010
 
December 31,
2009
         
Debt to capital
 
52.6%
 
49.7%
Effect of subtracting cash from debt
 
(9.4)%
 
(9.6)%
Net debt to net capital
 
43.2%
 
40.1%

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 common shareholder's equity.  Net capital consists of capital less cash and cash equivalents.  System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy's financial condition.


 
167

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


Uses and Sources of Capital

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy's uses and sources of capital.  System Energy is developing its capital plan for 2011 through 2013 and currently anticipates making $431 million in capital investments during that period, including approximately $48 million for maintenance of existing assets.  The remaining $383 million is associated with specific investments, primarily the approximately 178 MW Grand Gulf uprate project.  Following are updates to the information provided in the Form 10-K.

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

September 30,
2010
 
December 31,
2009
 
September 30,
2009
 
December 31,
2008
(In Thousands)
             
$94,476
 
$90,507
 
$44,879
 
$42,915

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

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

Federal Healthcare Legislation

See the "Critical Accounting Estimates - Federal Healthcare Legislation" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for an update to the Form 10-K discussion on critical accounting estimates.

 
168

 


SYSTEM ENERGY RESOURCES, INC.
 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 151,781     $ 148,789     $ 404,783     $ 406,548  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    21,387       16,152       49,012       47,480  
   Nuclear refueling outage expenses
    4,069       4,811       13,287       14,398  
   Other operation and maintenance
    31,941       32,020       92,231       90,485  
Decommissioning
    7,912       7,364       23,318       21,953  
Taxes other than income taxes
    5,600       6,032       17,689       18,538  
Depreciation and amortization
    41,027       42,212       94,328       94,373  
Other regulatory credits - net
    (2,188 )     (3,263 )     (7,803 )     (13,744 )
TOTAL
    109,748       105,328       282,062       273,483  
                                 
OPERATING INCOME
    42,033       43,461       122,721       133,065  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    2,630       2,825       6,862       9,439  
Interest and dividend income
    4,003       2,683       10,625       4,239  
Miscellaneous - net
    (104 )     (183 )     (333 )     (445 )
TOTAL
    6,529       5,325       17,154       13,233  
                                 
INTEREST AND OTHER CHARGES
                               
Interest on long-term debt
    14,453       12,798       37,166       35,154  
Other interest - net
    4       86       11       214  
Allowance for borrowed funds used during construction
    (910 )     (950 )     (2,375 )     (3,167 )
TOTAL
    13,547       11,934       34,802       32,201  
                                 
INCOME BEFORE INCOME TAXES
    35,015       36,852       105,073       114,097  
                                 
Income taxes
    12,716       14,826       41,719       45,986  
                                 
NET INCOME
  $ 22,299     $ 22,026     $ 63,354     $ 68,111  
                                 
See Notes to Financial Statements.
                               
                                 

 
169

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)
 

 
170

 
 

SYSTEM ENERGY RESOURCES, INC.
 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 63,354     $ 68,111  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Other regulatory credits - net
    (7,803 )     (13,744 )
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    152,269       116,326  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (69,029 )     164,366  
  Changes in working capital:
               
     Receivables
    (5,668 )     (950 )
     Accounts payable
    (7,970 )     8,616  
     Prepaid taxes and taxes accrued
    77,667       (132,362 )
     Interest accrued
    (17,978 )     (15,847 )
     Other working capital accounts
    (19,727 )     7,320  
  Provision for estimated losses and reserves
    (2,009 )     (99 )
  Changes in other regulatory assets
    38,221       (9,558 )
  Pensions and other postretirement liabilities
    (11,594 )     (3,013 )
  Other
    1,026       17,667  
Net cash flow provided by operating activities
    190,759       206,833  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (113,771 )     (56,605 )
Proceeds from the transfer of development costs
    100,280       -  
Allowance for equity funds used during construction
    6,862       9,439  
Nuclear fuel purchases
    (129,504 )     -  
Proceeds from nuclear decommissioning trust fund sales
    236,685       338,124  
Investment in nuclear decommissioning trust funds
    (257,258 )     (356,897 )
Changes in money pool receivable - net
    (3,969 )     (1,964 )
Changes in other investments
    25,560       158  
Net cash flow used in investing activities
    (135,115 )     (67,745 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long term debt
    56,688       -  
Retirement of long-term debt
    (41,715 )     (28,440 )
Changes in short-term borrowings - net
    37,777       -  
Dividends paid:
               
   Common stock
    (94,200 )     (60,800 )
Other
    -       (3,037 )
Net cash flow used in financing activities
    (41,450 )     (92,277 )
                 
Net increase in cash and cash equivalents
    14,194       46,811  
                 
Cash and cash equivalents at beginning of period
    264,482       102,788  
                 
Cash and cash equivalents at end of period
  $ 278,676     $ 149,599  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 50,324     $ 47,425  
  Income taxes
  $ 26,617     $ 8,336  
                 
See Notes to Financial Statements.
               
                 

 
171

 



SYSTEM ENERGY RESOURCES, INC.
 
BALANCE SHEETS
 
ASSETS
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 126     $ 926  
  Temporary cash investments
    278,550       263,556  
        Total cash and cash equivalents
    278,676       264,482  
Accounts receivable:
               
  Associated companies
    146,473       139,602  
  Other
    7,245       4,479  
    Total accounts receivable
    153,718       144,081  
Note receivable - Entergy New Orleans
    -       25,560  
Materials and supplies - at average cost
    82,690       80,934  
Deferred nuclear refueling outage costs
    26,794       8,432  
Prepaid taxes
    -       69,366  
Prepayments and other
    2,543       936  
TOTAL
    544,421       593,791  
                 
OTHER PROPERTY AND INVESTMENTS
               
Decommissioning trust funds
    364,121       327,046  
TOTAL
    364,121       327,046  
                 
UTILITY PLANT
               
Electric
    3,365,163       3,324,876  
Property under capital lease
    483,960       481,065  
Construction work in progress
    163,899       198,887  
Nuclear fuel under capital lease
    -       75,438  
Nuclear fuel
    173,275       9,333  
TOTAL UTILITY PLANT
    4,186,297       4,089,599  
Less - accumulated depreciation and amortization
    2,389,249       2,315,141  
UTILITY PLANT - NET
    1,797,048       1,774,458  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    90,365       101,915  
  Other regulatory assets
    254,095       290,048  
Other
    20,724       11,824  
TOTAL
    365,184       403,787  
                 
TOTAL ASSETS
  $ 3,070,774     $ 3,099,082  
                 
See Notes to Financial Statements.
               

 
172

 


 
SYSTEM ENERGY RESOURCES, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2010 and December 31, 2009
 
(Unaudited)
 
             
   
2010
   
2009
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 33,740     $ 41,715  
Notes payable
    56,038       -  
Accounts payable:
               
  Associated companies
    7,253       5,349  
  Other
    37,841       45,826  
Taxes accrued
    8,301       -  
Accumulated deferred income taxes
    10,115       3,040  
Interest accrued
    34,599       51,257  
Obligations under capital leases
    -       50,445  
Other
    1,998       -  
TOTAL
    189,885       197,632  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    514,401       588,722  
Accumulated deferred investment tax credits
    55,624       58,231  
Obligations under capital leases
    -       24,993  
Other regulatory liabilities
    206,479       197,437  
Decommissioning
    444,726       421,408  
Accumulated provisions
    -       2,009  
Pension and other postretirement liabilities
    63,854       75,448  
Long-term debt
    796,709       703,260  
TOTAL
    2,081,793       2,071,508  
                 
Commitments and Contingencies
               
                 
COMMON EQUITY
               
Common stock, no par value, authorized 1,000,000 shares;
               
  issued and outstanding 789,350 shares in 2010 and 2009
    789,350       789,350  
Retained earnings
    9,746       40,592  
TOTAL
    799,096       829,942  
                 
TOTAL LIABILITIES AND EQUITY
  $ 3,070,774     $ 3,099,082  
                 
See Notes to Financial Statements.
               

 
173

 

 

SYSTEM ENERGY RESOURCES, INC.
 
STATEMENTS OF CHANGES IN EQUITY
 
For the Nine Months Ended September 30, 2010 and 2009
 
(Unaudited) (In Thousands)
 
                   
   
Common Equity
       
   
Common Stock
   
Retained Earnings
   
Total
 
Balance at December 31, 2008
  $ 789,350     $ 66,984     $ 856,334  
                         
Net income
    -       68,111       68,111  
Common stock dividends
    -       (60,800 )     (60,800 )
                         
Balance at September 30, 2009
  $ 789,350     $ 74,295     $ 863,645  
                         
                         
Balance at December 31, 2009
  $ 789,350     $ 40,592     $ 829,942  
                         
Net income
    -       63,354       63,354  
Common stock dividends
    -       (94,200 )     (94,200 )
                         
Balance at September 30, 2010
  $ 789,350     $ 9,746     $ 799,096  
                         
See Notes to Financial Statements.
                       
                         

 
174

 



ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

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

Entergy New Orleans Fuel Adjustment Clause Litigation

As discussed in more detail in the Form 10-K, 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 sought 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 the fourth quarter 2010, Entergy reached an agreement with the plaintiffs that, if approved by the court, will end the proceeding.

Entergy New Orleans Rate of Return Lawsuit

As discussed in more detail in the Form 10-K, 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 in violation of limits on Entergy New Orleans' rate of return that the plaintiffs allege were established by ordinances passed by the City Council in 1922.  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 plaintiffs' request for a writ of certiorari.  The plaintiffs then commenced a similar proceeding before the City Council.  In December 2003, the City 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 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.  After the submission of briefs and oral argument in April 2006, the City Council dismissed with prejudice the plaintiffs' claims on multiple grounds.  In May 2006, the plaintiffs appealed the City Council's decision.  Entergy New Orleans also appealed, separately, certain evidentiary rulings included in the City Council's decision.  These matters were consolidated and oral argument on these appeals took place before the Civil District Court in August 2008.  On July 6, 2010, one of the exceptions raised by Entergy New Orleans in response to plaintiffs' claims, the exception of no cause of action, was granted by the Civil District Court, dismissing plaintiffs' claims with prejudice.  Plaintiffs have initiated an appeal to the Louisiana Fourth Circuit Court of Appeal.  In the fourth quarter 2010, Entergy New Orleans reached an agreement with the plaintiffs, if approved by the court, that will end the proceeding.

Item 1A.  Risk Factors

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


 
175

 

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

Issuer Purchases of Equity Securities (1)

 
 
 
 
Period
 
 
 
 
Total Number of
Shares Purchased
 
 
 
 
Average Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan
 
Maximum $
Amount
of Shares that May
Yet be Purchased
Under a Plan (2)
                 
7/01/2010-7/31/2010
 
915,951
 
$76.93
 
915,951
 
$622,711,381
8/01/2010-8/31/2010
 
1,605,600
 
$78.69
 
1,605,600
 
$536,352,868
9/01/2010-9/30/2010
 
4,243,000
 
$78.03
 
4,243,000
 
$208,902,845
Total
 
6,764,551
     
6,764,551
   
 
 
(1)
In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy's common stock.  According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market.  Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans.  See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.  In addition to this authority, in October 2009 the Board granted authority for a $750 million share repurchase program.
(2)
Maximum amount of shares that may yet be repurchased does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.

In October 2010 the Board granted authority for an additional $500 million share repurchase program.  The amount of share repurchases under these programs may vary as a result of material changes in business results or capital spending or new investment opportunities.

Item 5.  Other Information

Environmental Regulation

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

Clean Air Act and Subsequent Amendments

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo 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, the 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.  Various courts and the EPA have been inconsistent in their judgments regarding what modifications are considered routine.

In April 2007 the U.S. Supreme Court ruled that the applicability of Clean Air Act NSR requirements is not limited only to modifications that create an increase in hourly emission rates, but also can apply to modifications that create an increase in annual emission rates (Environmental Defense v. Duke Energy).  This Supreme Court decision has resulted in a renewed effort by the EPA to bring enforcement actions against electric generating units for major non-permitted facility modifications.



 
176

 

In September 2010, the owner of a minority interest in Entergy's White Bluff and Independence facilities, located in Arkansas, received a request from the EPA for several categories of information concerning capital and maintenance projects at the facilities, in order to determine compliance with the Clean Air Act.  It is likely that this request eventually will be referred to Entergy for response as the majority owner and operator.  No allegation of a violation of law is made in the EPA request for information.  Entergy will respond to the information request as appropriate.

Ozone Nonattainment

As discussed in the Form 10-K, Entergy Gulf States Louisiana and Entergy Texas 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.  The Louisiana nonattainment area that affects Entergy Gulf States Louisiana is the Baton Rouge area.  Texas nonattainment areas that affect Entergy Texas are the Houston-Galveston-Brazoria and the Beaumont-Port Arthur areas.  Areas in nonattainment are classified as "marginal," "moderate," "serious," or "severe."  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

In April 2004, the EPA issued a final rule, effective June 2005, revoking a 1-hour ozone standard, including designations and classifications.  In a separate action over the same period, the EPA enacted 8-hour ozone nonattainment classifications and stated that areas designated as nonattainment under a new 8-hour ozone standard shall have one year to adjust to the new requirements with submittal of a new attainment plan.

The Baton Rouge area was classified as a ''marginal" nonattainment area under the 8-hour standard with an attainment date of June 15, 2007.  On March 21, 2008, the EPA published a notice that the Baton Rouge area had failed to meet the standard by the attainment date and that the EPA was proceeding with a "bump-up" of the area to the next higher nonattainment level.  The Baton Rouge area is now classified as a "moderate" nonattainment area with an attainment date of June 15, 2010.  On June 25, 2010, the EPA published a notice in the Federal Register of a proposed determination that the Baton Rouge nonattainment area has attained the 1997 8-hour ozone standard.

The Beaumont-Port Arthur area was originally classified as a "marginal" nonattainment area under the 1997 8-hour standard with an attainment date of June 15, 2007.  On March 18, 2008, the EPA published a notice that the Beaumont-Port Arthur area had failed to meet the standard by the attainment date based on the area's 2004-2006 monitoring data and that the EPA was proceeding with a "bump-up" of the area to the next higher nonattainment level. The 2005-2007 and subsequent monitoring data showed the area to be in attainment, however, and on July 9, 2008, the Texas Commission on Environmental Quality proposed a plan for EPA re-designation of the area from nonattainment to attainment under both the 8-hour ozone standard and the previous 1-hour standard.  On October 20, 2010, the EPA published notice of final redesignation of the Beaumont-Port Arthur area to attainment status for both the 1997 8-hour ozone standard and the revoked 1-hour ozone standard.

Interstate Air Transport

In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which is intended to reduce SO2 and NOx emissions from electric generation plants in order to improve air quality in twenty-nine eastern states.  The rule requires a combination of investment of capital to install pollution control equipment and increased operating costs through the purchase of emission allowances.  Entergy's capital investment and annual allowance purchase costs under the CAIR will depend on the economic assessment of NOx and SO2 allowance markets, the cost of control technologies, and unit usage.  Entergy began implementation in 2007, including installation of controls at several facilities and the development of an emission allowance procurement strategy.

Based on several court challenges, the CAIR was vacated by the U.S. Court of Appeals for the District of Columbia in July 2008.  The court found that the EPA failed to address basic obligations under the Clean Air Act's "good neighbor" provision regarding "upwind" states' contribution to air quality impairment in "downwind" states.  The court also ruled favorably on Entergy's challenge, finding that the EPA exceeded its statutory authority when it included a fuel adjustment factor to calculate the state NOx emission budgets.



 
177

 

On December 23, 2008, the U.S. Court of Appeals for the District of Columbia remanded the CAIR decision to the EPA without vacatur, allowing the CAIR to become effective on January 1, 2009, while the EPA revises the rule.  The revised rule must address all the flaws identified in the Court of Appeals decision, including the use of a fuel adjustment factor and the use of acid rain SO2 allowances for the CAIR.  Entergy has reactivated its compliance effort for the CAIR based on this court ruling.

The EPA released the proposed Transport Rule to replace the CAIR on July 9, 2010.  The EPA accepted comments until October 1, 2010 and expects to issue the final Transport Rule in late spring 2011.  As proposed, the rule will become effective January 2012.  Entergy’s capital investment and annual allowance purchase costs under the Transport Rule will depend on the economic assessment of NOx and SO2 allowance markets, the cost of control technologies, generation unit utilization and availability/cost of purchased power.

Regional Haze

In June 2005, the EPA issued final Best Available Retrofit Control Technology (BART) regulations that could potentially result in a requirement to install SO2 and NOx pollution control technology on certain of Entergy's coal and oil generation units.  The rule leaves certain BART determinations to the states.  The Arkansas Department of Environmental Quality (ADEQ) prepared a State Implementation Plan (SIP) for Arkansas facilities to implement its obligations under the Clean Air Visibility Rule.  The ADEQ determined that Entergy Arkansas's White Bluff power plant affects a Class I Area's visibility and will be subject to the EPA's presumptive BART requirements to install scrubbers and low NOx burners.  Under then current regulations, the scrubbers would have had to be operational by October 2013.  Entergy filed a petition in December 2009 with the Arkansas Pollution Control and Ecology (APC&E) Commission requesting a variance from this deadline, however, because the EPA has not approved Arkansas's Regional Haze SIP and the EPA has recently expressed concerns about Arkansas's Regional Haze SIP and questioned the appropriateness of issuing an air permit prior to that approval.  Entergy Arkansas's petition requested that, consistent with federal law, the compliance deadline be changed to as expeditiously as practicable, but in no event later than five years after EPA approval of the Arkansas Regional Haze SIP.  The APC&E Commission approved the variance at the Commission's March 26, 2010 meeting.  No party appealed the variance, and the ruling is final.  The timeline for EPA action on the Arkansas Regional Haze SIP is uncertain at this time.

In March 2009, Entergy Arkansas made a filing with the APSC seeking a declaratory order that the White Bluff project is in the public interest.  In May 2009 the APSC Staff filed a motion requesting that the APSC require Entergy Arkansas to file testimony on several issues.  In December 2009, in response to the EPA concerns regarding Arkansas's Regional Haze SIP, the APSC suspended the procedural schedule in the proceeding and directed Entergy Arkansas to file monthly status reports regarding developments between the EPA and the ADEQ concerning the EPA’s approval of the Arkansas Regional Haze SIP. In May 2010, Entergy Arkansas withdrew its petition for a declaratory order and the APSC closed the proceeding.

Currently, the White Bluff project is suspended, but Entergy Arkansas estimates that its share of the project could cost approximately $500 million.  The plant would continue to operate during construction, although an outage would be necessary to complete the tie-in of the scrubbers.  Entergy continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates are likely to change based on the results of this continuing analysis.

Potential Legislative, Regulatory, and Judicial Developments (Air)

As discussed further in the Form 10-K, in 2009, the EPA published an "endangerment finding" stating that the emission of greenhouse gases "may reasonably be anticipated to endanger public health or welfare" and that the emission of these pollutants from mobile sources (such as cars and trucks) contributes to this endangerment.  The EPA issued final mobile source emission regulations on April 1, 2010.  On April 2, 2010, the EPA issued a policy stating that the regulation of greenhouse gas emissions from mobile sources would, as of January 2, 2011 (the date that the mobile source rule "takes effect"), trigger the regulation of greenhouse gases from stationary sources under the Prevention of Significant Deterioration (PSD) and Title V programs of the Clean Air Act.
 
 
178

 

On June 3, 2010, the EPA published the final Tailoring Rule outlining the applicability criteria that determine which stationary sources and modification projects become subject to permitting requirements for greenhouse gas emissions under the Clean Air Act.  The Tailoring Rule establishes a two-step process for implementing regulation of greenhouse gas emissions under the PSD and Title V programs.  The first step, which will begin on January 2, 2011, limits the applicability of the PSD and Title V requirements for greenhouse gas emissions to sources that are already subject to PSD and Title V based on the emission of non-greenhouse gas pollutants.  Specifically, projects undertaken at stationary sources will trigger PSD permitting requirements if the project increases net greenhouse gas emissions by at least 75,000 tons per year carbon dioxide equivalent and significantly increases emissions of at least one non- greenhouse gas pollutant.  During step one, only sources subject to Title V based on their emission of non- greenhouse gas pollutants will be required to address greenhouse gas emissions in their Title V permit.

The second step of the Tailoring Rule, which will begin on July 1, 2011, subjects to Title V requirements any new or existing source not already subject to Title V that emits, or has the potential to emit, at least 100,000 tons per year carbon dioxide equivalent.  In addition, sources that emit or have the potential to emit at least 75,000 tons per year carbon dioxide equivalent will also be subject to PSD requirements.

The Tailoring Rule went into effect on August 2, 2010 but will not immediately affect Entergy's cost of operations.

Clean Water Act

NPDES Permits and Section 401 Water Quality Certifications

Indian Point

As discussed further in the Form 10-K, in a February 2010 feasibility report, Non-Utility Nuclear provided an updated estimate of the cost to retrofit Indian Point 2 and Indian Point 3 with cooling towers.  Construction costs for retrofitting with cooling towers are estimated to be at least $1.19 billion, in addition to lost generation of approximately 14.5 terawatt-hours (TWh) during the estimated 42-week forced outage of both units.  Non-Utility Nuclear also proposed an alternative to the cooling towers, the use of wedgewire screens, that are now expected to cost approximately $200 million to $250 million to install.  Due to fluctuations in power pricing and because a retrofitting of this size and complexity has never been undertaken at an operating nuclear facility, significant uncertainties exist in these estimates and, therefore, they could be materially higher than estimated.

As discussed further in the Form 10-K, on April 6, 2009, with a reservation of rights regarding the applicability of the section, Entergy's Indian Point facility submitted a Section 401 water quality certification to the New York State Department of Environmental Conservation (NYSDEC).  The certification, or a waiver or exemption of the same, is potentially required pursuant to Section 401 of the Clean Water Act as a supporting document to the NRC's license renewal decision.  On April 2, 2010, the NYSDEC denied Indian Point’s water quality certification concluding that Indian Point’s continued operation during a renewed NRC license period would not comply with existing New York state water quality standards.  The denial was a NYSDEC staff decision and Entergy filed comments on this decision and has requested a hearing before a NYSDEC ALJ.  The ALJs held the Legislative Hearing (agency public comment session) and the Issues Conference (pre-trial conference) in July 2010.  Pre-trial decisions concerning proper party status or standing and the selection of issues to be resolved are pending.  After the full hearing on the merits (not expected to begin prior to mid-2011), a party to the proceeding can appeal the decision to the Commissioner of the NYSDEC and then to state court.  The NYSDEC staff decision does not restrict Indian Point operations, but the issuance of a certification is potentially required prior to NRC issuance of renewed unit licenses.


 
179

 

316(b) Cooling Water Intake Structures

See the Form 10-K for a discussion of the EPA regulations governing the intake of water at large existing power plants employing cooling water intake structures and the regulations' potential effect on Entergy.  In March 2010 the NYSDEC released a new proposed policy establishing closed cycle cooling as the presumptive performance goal for best technology available (BTA) determinations for cooling water intake structures.  The proposed policy applies primarily to electric generating facilities with thermal discharges and capacity factors of greater than fifteen percent that also are designed to withdraw at least 20 million gallons of water per day.  If closed cycle cooling is not available for a particular facility because of construction, operational, or other relevant reasons, then the facility must implement an alternative technology that achieves a level of protection for aquatic life that is within ten percent of the expected or projected reductions associated with closed cycle cooling.   The NYSDEC would make BTA determinations through the State Pollution Discharge Elimination System (SPDES) permitting program, but BTA decisions would be subject to further review and modification under the State Environmental Quality Review Act.  Public comments on the draft policy were due July 9, 2010.  Entergy filed comments and will continue to monitor these developments.

Groundwater at Certain Nuclear Sites

As discussed further in the Form 10-K, in January 2010, Vermont Yankee was notified by its off-site analytical laboratory that a sample collected from a groundwater monitoring well in mid-November 2009 showed elevated levels of tritium.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In March 2010, Vermont Yankee announced that it has identified the source of the tritium leakage at the plant, and that it has stopped the leakage.  Remediation of the soil is complete and groundwater remediation is ongoing.  In October 2010, Vermont Yankee received lab results confirming the presence of low levels of tritium at concentrations well below the EPA drinking water limit in a former on-site drinking water well.  Vermont Yankee has discontinued use of this well as a drinking water source since February 2010.  To date no tritium has been detected in the Connecticut River.  Both the NRC and the Vermont Department of Health have stated that tritium at the Vermont Yankee facility has not been a threat to public health and safety.  Non-Utility Nuclear expects to incur approximately $17.5 million in operating expenses related to the investigation of the leakage and its remediation, including approximately $14 million incurred through September 2010.

In February 2010 the Vermont Public Service Board (VPSB) began a proceeding to conduct an investigation into whether Non-Utility Nuclear should be required to cease operations at Vermont Yankee, or take other ameliorative actions, pending completion of repairs to stop releases of tritium or other radionuclides into the environment.  This investigation will also consider whether good cause exists to modify or revoke the Vermont Yankee certificate of public good that the VPSB issued in 2002 and whether any penalties should be imposed on Non-Utility Nuclear for any identified violations of Vermont statutes or VPSB orders related to those releases.  The proceeding and VPSB investigation were opened prior to Non-Utility Nuclear locating the source and beginning the remediation of the tritium leaking into groundwater at Vermont Yankee.  The VPSB conceded in its order that its jurisdiction to conduct all or portions of the investigation may be preempted by federal law or regulation, and the parties were asked to brief preemption issues during the initial phase of the proceeding.  Initial and reply briefs on the issue of the VPSB's jurisdiction were filed by the parties, including Vermont Yankee, in August and September 2010.  On October 22, 2010, the VPSB ordered the parties to appear for evidentiary hearings in December 2010.  Resolution of the jurisdictional issue is still pending.

As part of the industry's voluntary groundwater initiative, Entergy continues to monitor groundwater wells at each of its other nuclear sites.  Entergy has notified the NRC and appropriate state or local officials in Massachusetts, Mississippi, and New York of low levels of tritium that have been detected in groundwater monitoring wells at the Pilgrim, Grand Gulf, and Indian Point nuclear sites.  In each case, no new leaks have been identified, and the tritium levels detected are not necessarily indicative of a leaking plant system.  Nonetheless, Entergy is taking measures to identify the source of the tritium at these sites and to fully inform appropriate officials.
 
 
180

 

Coal Combustion Residuals

On June 21, 2010, the EPA issued a proposed rule on coal combustion residuals (CCRs) that contains two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called "special wastes" under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially used would remain excluded from hazardous waste regulation.

As written, the proposed regulations would require new compliance requirements including modified storage, new notification and reporting practices, new financial assurance requirements, and product disposal considerations.  According to EPA estimates, the annualized cost of on-site disposal under the two proposals would be $3.6 million to $9 million for the White Bluff and Independence facilities and $1.7 million to $3.3 million for the Nelson Unit 6 facility.  If Entergy utilized off-site disposal, which it would not plan to do, the EPA’s total cost estimates for disposal of CCRs under Subtitle C regulation ranges from $250 to $350 million per year.

Other Environmental Matters

Entergy Gulf States Louisiana and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Gulf States, Inc. that the TCEQ believed that Entergy Gulf States, Inc. is one of many potentially responsible parties (PRP) concerning contamination existing at the Spector Salvage Yard proposed state superfund site in Orange, Texas.  The TCEQ conducted a removal action consisting of the excavation and offsite disposal of contaminated surface soil.  Entergy Gulf States Louisiana and Entergy Texas do not believe that the former Gulf States Utilities contributed any significant amount of hazardous substances to this site.  Entergy Gulf States Louisiana and Entergy Texas, as members of a site response group, have negotiated a settlement with TCEQ and the Texas Attorney General to complete this litigation within its existing cleanup provisions.  The settlement has been judicially approved.

Property

Following is an update to the Non-Utility Nuclear, Property section of Part I, Item 1 of the Form 10-K.

Generating Stations

As discussed further in the Form 10-K, the Pilgrim operating license expires in June 2012 and the Vermont Yankee operating license expires in March 2012.  License renewal applications are pending at the NRC.  The NRC’s Atomic Safety and Licensing Board (ASLB) proceeding regarding the Pilgrim license renewal was completed, but Pilgrim Watch filed a petition for NRC review of the ASLB's decision.  In March 2010 the NRC issued a decision reversing and remanding part of the ASLB's decision in which it had granted a summary disposition dismissing Pilgrim Watch's contention that challenged the Entergy Environmental Report's severe accident mitigation alternatives analysis.  The NRC remanded consideration of this contention to the ASLB for hearing.  Pilgrim Watch's two other contentions were dismissed by the NRC in June 2010.  In May 2010, Pilgrim Watch filed a motion for the disqualification of one of the ASLB judges on a claim of bias, but the NRC denied the motion in August 2010.  In September 2010 the ASLB established deadlines for initial and rebuttal testimony that would support a hearing by early March 2011.

The ASLB has completed its proceedings regarding Vermont Yankee, including the ASLB’s denial on October 28, 2010 of New England Coalition’s (NEC) motion to re-open the record.  NEC has the right to file an appeal of this decision by November 12, 2010.
 
 
181

 

Spent Nuclear Fuel

As discussed in Part I, Item 1 of the Form 10-K, 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.  In November 2003 these subsidiaries, except for the owner of Palisades, began litigation to recover the damages caused by the DOE's delay in performance.  In October 2007 the U.S. Court of Federal Claims awarded $48.7 million, jointly to System Fuels and Entergy Arkansas, in damages related to the DOE's breach of its obligations.  In a revised decision issued in March 2010, in a separate proceeding, the court awarded $9.7 million jointly to System Fuels, System Energy, and SMEPA.  Also in March 2010, in two separate decisions, the court awarded $106.1 million to Entergy Nuclear Indian Point 2 and $4.2 million to Entergy Nuclear Generation Company, the owner of the Pilgrim plant.  In September 2010 the court awarded $46.6 million to Entergy Nuclear Vermont Yankee.  All of these decisions are subject to appeal by the DOE, and appeals have been filed of the Entergy Arkansas, Entergy Nuclear Generation Company, Entergy Nuclear Indian Point 2, and System Energy decisions with the U.S. Court of Appeals for the Federal Circuit.  Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Regulation of the Nuclear Power Industry

Nuclear Plant Decommissioning

As discussed further in the Form 10-K, on June 18, 2009, the NRC issued letters indicating that the NRC staff had concluded that there were shortfalls in the amount of decommissioning funding assurance provided for certain of Entergy's plants, including River Bend.  For River Bend, Entergy made the appropriate filings by December 31, 2009 with its retail regulators to request increases in rates to address the shortfalls identified by the NRC.  By order dated July 28, 2010, the LPSC increased and reinstated decommissioning collections from customers for River Bend.  On August 6, 2010, Entergy Texas filed a settlement agreement among parties to Entergy Texas's pending rate case providing for reinstated decommissioning collections for River Bend.  On September 23, 2010, the NRC issued Entergy Gulf States Louisiana a letter suggesting three apparent violations relating to River Bend decommissioning, including proposed violations relating to the decommissioning funding shortfall, Entergy Gulf States Louisiana's disclosure of a contract for collection of decommissioning funds from Entergy Texas, and the terms of that contract.  Entergy Gulf States Louisiana has denied the violations, and requested a pre-decisional enforcement conference to discuss the proposed violations with the NRC.  The pre-decisional enforcement conference is scheduled for November 19, 2010.

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

The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:

 
Ratios of Earnings to Fixed Charges
 
Twelve Months Ended
 
December 31,
 
September 30,
 
2005
 
2006
 
2007
 
2008
 
2009
 
2010
                       
Entergy Arkansas
3.75
 
3.37
 
3.19
 
2.33
 
2.39
 
3.56
Entergy Gulf States Louisiana
3.34
 
3.01
 
2.84
 
2.44
 
2.99
 
3.87
Entergy Louisiana
3.50
 
3.23
 
3.44
 
3.14
 
3.52
 
3.55
Entergy Mississippi
3.16
 
2.54
 
3.22
 
2.92
 
3.25
 
3.33
Entergy New Orleans
1.22
 
1.52
 
2.74
 
3.71
 
3.66
 
4.40
Entergy Texas
2.06
 
2.12
 
2.07
 
2.04
 
1.92
 
2.25
System Energy
3.85
 
4.05
 
3.95
 
3.29
 
3.73
 
3.67


 
182

 


 
Ratios of Earnings to Combined Fixed Charges
and Preferred Dividends/Distributions
 
Twelve Months Ended
 
December 31,
 
September 30,
 
 
2005
 
2006
 
2007
 
2008
 
2009
 
2010
 
                         
Entergy Arkansas
3.34
 
3.06
 
2.88
 
1.95
 
2.09
 
3.13
 
Entergy Gulf States Louisiana
3.18
 
2.90
 
2.73
 
2.42
 
2.95
 
3.82
 
Entergy Louisiana
3.50
 
2.90
 
3.08
 
2.87
 
3.27
 
3.33
 
Entergy Mississippi
2.83
 
2.34
 
2.97
 
2.67
 
3.01
 
3.10
 
Entergy New Orleans
1.12
 
1.35
 
2.54
 
3.45
 
3.38
 
4.04
 

The Registrant Subsidiaries accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.

Item 6.  Exhibits *
 
 
**
4(a) -
Officer's Certificate for Entergy Corporation relating to 3.625% Senior Notes due September 15, 2005 (4.02(a) to Form 8-K dated September 16, 2010 in 1-11299).
     
**
4(b) -
Officer's Certificate for Entergy Corporation relating to 5.125% Senior Notes due September 15, 2020 (4.02(b) to Form 8-K dated September 16, 2010 in 1-11299).
     
**
4(c) -
Sixty-eighth Supplemental Indenture, dated as of September 1, 2010, to Entergy Louisiana, LLC Mortgage and Deed of Trust, dated as of April 1, 1944 (4.08 to Form 8-K dated September 24, 2010 in 1-32718).
     
**
4(d) -
Seventy-eighth Supplemental Indenture, dated as of September 1, 2010, to Entergy Gulf States Louisiana, L.L.C. Indenture of Mortgage, dated as of September 1, 1926 (4.07 to Form 8-K dated October 1, 2010 in 0-20371).
     
**
4(e) -
Sixty-ninth Supplemental Indenture, dated as of October 1, 2010, to Entergy Arkansas, Inc. Mortgage and Deed of Trust, dated as of October 1, 1944 (4.06 to Form 8-K dated October 8, 2010 in 1-10764).
     
**
4(f) -
Sixty-ninth Supplemental Indenture, dated as of October 1, 2010, to Entergy Louisiana, LLC Mortgage and Deed of Trust, dated as of April 1, 1944 (4(c) to Form 8-K dated October 12, 2010 in 1-32718).
     
**
4(g) -
Seventy-ninth Supplemental Indenture, dated as of October 1, 2010, to Entergy Gulf States Louisiana, L.L.C. Indenture of Mortgage, dated as of September 1, 1926 (4(c) to Form 8-K dated October 12, 2010 in 0-20371).
     
**
4(h) -
Eightieth Supplemental Indenture, dated as of October 1, 2010, to Entergy Gulf States Louisiana, L.L.C. Indenture of Mortgage, dated as of September 1, 1926 (4(f) to Form 8-K dated October 12, 2010 in 0-20371).
     
 
10(a) -
Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.
     
 
12(a) -
Entergy Arkansas's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
     

 
183

 
 

 
12(b) -
Entergy Gulf States Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
     
 
12(c) -
Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
     
 
12(d) -
Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
     
 
12(e) -
Entergy New Orleans's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Pre­ferred Dividends, as defined.
     
 
12(f) -
Entergy Texas's Computation of Ratios of Earnings to Fixed Charges, as defined.
     
 
12(g) -
System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.
     
 
31(a) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
     
 
31(b) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
     
 
31(c) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
     
 
31(d) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
     
 
31(e) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
     
 
31(f) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
     
 
31(g) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
     
 
31(h) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
     
 
31(i) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
     
 
31(j) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
     
 
31(k) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
     
 
31(l) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
     
 
31(m) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
     
 
31(n) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
     
 
31(o) -
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
     
 
31(p) -
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
     
 
32(a) -
Section 1350 Certification for Entergy Corporation.
     
 
32(b) -
Section 1350 Certification for Entergy Corporation.
     
 
32(c) -
Section 1350 Certification for Entergy Arkansas.
     
 
32(d) -
Section 1350 Certification for Entergy Arkansas.
     
 
32(e) -
Section 1350 Certification for Entergy Gulf States Louisiana.

 
184

 


     
 
32(f) -
Section 1350 Certification for Entergy Gulf States Louisiana.
     
 
32(g) -
Section 1350 Certification for Entergy Louisiana.
     
 
32(h) -
Section 1350 Certification for Entergy Louisiana.
     
 
32(i) -
Section 1350 Certification for Entergy Mississippi.
     
 
32(j) -
Section 1350 Certification for Entergy Mississippi.
     
 
32(k) -
Section 1350 Certification for Entergy New Orleans.
     
 
32(l) -
Section 1350 Certification for Entergy New Orleans.
     
 
32(m) -
Section 1350 Certification for Entergy Texas.
     
 
32(n) -
Section 1350 Certification for Entergy Texas.
     
 
32(o) -
Section 1350 Certification for System Energy.
     
 
32(p) -
Section 1350 Certification for System Energy.
     
 
101 INS -
XBRL Instance Document.
     
 
101 SCH -
XBRL Taxonomy Extension Schema Document.
     
 
101 PRE -
XBRL Taxonomy Presentation Linkbase Document.
     
 
101 LAB -
XBRL Taxonomy Label Linkbase Document.
     
 
101 CAL -
XBRL Taxonomy Calculation Linkbase Document.
     
 
101 DEF -
XBRL Definition Linkbase Document.


___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

*
Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended September 30, 2010, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended September 30, 2010.

 
185

 

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES LOUISIANA, L.L.C.
ENTERGY LOUISIANA, LLC
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY TEXAS, INC.
SYSTEM ENERGY RESOURCES, INC.
 
 
/s/ Theodore H. Bunting, Jr.  
Theodore H. Bunting, Jr
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)


Date:           November 5, 2010


 
186