# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# (Mark	One)

# X ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF

# THE	SECURITIES	EXCHANGE	ACT	OF	1934

# For	the	Fiscal	Year	Ended	December	31,	2011

# TRANSITION	REPORT	PURSUANT	TO	SECTION	13

# OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

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

Table	of	Contents

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

| Entergy	Corporation | Common	Stock,	$0.01	Par	Value	–	176,620,417<br>		shares	outstanding	at	January	31,	2012 | New	York	Stock	Exchange,	Inc.<br>Chicago	Stock	Exchange,	Inc. |
| :--- | :--- | :--- |
| Entergy\tArkansas,\tInc. | Mortgage\tBonds,\t5.75%\tSeries\tdue\tNovember\t2040 | New\tYork\tStock\tExchange,\tInc. |
| Entergy\tLouisiana,\tLLC | Mortgage\tBonds,\t6.0%\tSeries\tdue\tMarch\t2040 | New\tYork\tStock\tExchange,\tInc. |
|  | Mortgage\tBonds,\t5.875%\tSeries\tdue\tJune\t2041 | New\tYork\tStock\tExchange,\tInc. |

Entergy	Mississippi,	Inc. Mortgage	Bonds,	6.0%	Series	due	November	2032 New	York	Stock	Exchange,	Inc. Mortgage	Bonds,	6.20%	Series	due	April	2040 New	York	Stock	Exchange,	Inc. Mortgage	Bonds,	6.0%	Series	due	May	2051 New	York	Stock	Exchange,	Inc.

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

Indicate	by	check	mark	if	the	registrants	are	well-known	seasoned	issuers,	as	defined	in	Rule	405	of	the	Securities	Act.

Indicate	by	check	mark	if	the	registrants	are	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.

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

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

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

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

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

System	Energy	Resources	meets	the	requirements	set	forth	in	General	Instruction	I(1)	of	Form	10-K	and	is	therefore	filing	this	Form	10-K	with	reduced	disclosure	as	allowed	in	General	Instruction I(2).		System	Energy	Resources	is	reducing	its	disclosure	by	not	including	Part	III,	Items	10	through	13	in	its	Form	10-K.

The	aggregate	market	value	of	Entergy	Corporation	Common	Stock,	$0.01	Par	Value,	held	by	non-affiliates	as	of	the	end	of	the	second	quarter	of	2011,	was	$12.1	billion	based	on	the	reported	last	sale price	of	$68.28	per	share	for	such	stock	on	the	New	York	Stock	Exchange	on	June	30,	2011.		Entergy	Corporation	is	the	sole	holder	of	the	common	stock	of	Entergy	Arkansas,	Inc.,	Entergy	Mississippi, Inc.,	Entergy	New	Orleans,	Inc.,	Entergy	Texas,	Inc.,	and	System	Energy	Resources,	Inc.		Entergy	Corporation	is	the	sole	holder	of	the	common	stock	of	Entergy	Louisiana	Holdings,	Inc.,	which	is	the sole	holder	of	the	common	membership	interests	in	Entergy	Louisiana,	LLC.		Entergy	Corporation	is	the	sole	holder	of	the	common	stock	of	EGS	Holdings,	Inc.,	which	is	the	sole	holder	of	the	common membership	interests	in	Entergy	Gulf	States	Louisiana,	L.L.C.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	Proxy	Statement	of	Entergy	Corporation	to	be	filed	in	connection	with	its	Annual	Meeting	of	Stockholders,	to	be	held	May	4,	2012,	are	incorporated	by	reference	into	Part	III	hereof.

| Statements	of	Changes	in	Equity	for	the	Years	Ended	December	31,	2011, | Part	II.	Item	8. | 300 |
| :--- | :--- | :--- |
| 2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 301 |
| Entergy\tLouisiana,\tLLC\tand\tSubsidiaries |  |  |
| Management's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 302 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 318 |
| Consolidated\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011, | Part\tII.\tItem\t8. | 319 |
| 2010,\tand\t2009 |  |  |
| Consolidated\tStatements\tof\tComprehensive\tIncome\tFor\tthe\tYears\tEnded | Part\tII.\tItem\t8. | 320 |
| December\t31,\t2011,\t2010,\tand\t2009 |  |  |
| Consolidated\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 321 |
| 2011,\t2010,\tand\t2009 |  |  |
| Consolidated\tBalance\tSheets,\tDecember\t31,\t2011\tand\t2010 | Part\tII.\tItem\t8. | 322 |
| Consolidated\tStatements\tof\tChange\tin\tEquity\tfor\tthe\tYears\tEnded | Part\tII.\tItem\t8. | 324 |
| December\t31,\t2011,\t2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 325 |
| Entergy\tMississippi,\tInc. |  |  |
| Management's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 326 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 337 |
| Income\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011,\t2010,\tand\t2009 | Part\tII.\tItem\t8. | 338 |
| Statements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011,\t2010, | Part\tII.\tItem\t8. | 339 |
| and\t2009 |  |  |
| Balance\tSheets,\tDecember\t31,\t2011\tand\t2010 | Part\tII.\tItem\t8. | 340 |
| Statements\tof\tChanges\tin\tCommon\tEquity\tfor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 342 |
| 2011,\t2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 343 |
| Entergy\tNew\tOrleans,\tInc. |  |  |
| Management's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 344 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 355 |
| Income\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011,\t2010,\tand | Part\tII.\tItem\t8. | 356 |
| 2009 |  |  |
| Statements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011,\t2010, | Part\tII.\tItem\t8. | 357 |
| and\t2009 |  |  |
| Balance\tSheets,\tDecember\t31,\t2011\tand\t2010 | Part\tII.\tItem\t8. | 358 |
| Statements\tof\tChanges\tin\tCommon\tEquity\tfor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 360 |
| \t\t\t\t\t\t\t\t\t\t\t\t2011,\t2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 361 |
| Entergy\tTexas,\tInc.\tand\tSubsidiaries |  |  |
| Management's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 362 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 373 |
| Consolidated\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011, | Part\tII.\tItem\t8. | 374 |
| 2010,\tand\t2009 |  |  |
| Consolidated\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 375 |
| 2011,\t2010,\tand\t2009 |  |  |
| Consolidated\tBalance\tSheets,\tDecember\t31,\t2011\tand\t2010 | Part\tII.\tItem\t8. | 376 |
| Consolidated\tStatements\tof\tChanges\tin\tCommon\tEquity\tfor\tthe\tYears\tEnded | Part\tII.\tItem\t8. | 378 |
| December\t31,\t2011,\t2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 379 |
| System\tEnergy\tResources,\tInc. |  |  |
| Management's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 380 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 387 |

| Income	Statements	For	the	Years	Ended	December	31,	2011,	2010,	and	2009 | Part	II.	Item	8. | 388 |
| :--- | :--- | :--- |
| Statements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2011,\t2010, | Part\tII.\tItem\t8. | 389 |
| and\t2009 |  |  |
| Balance\tSheets,\tDecember\t31,\t2011\tand\t2010 | Part\tII.\tItem\t8. | 390 |
| Statements\tof\tChanges\tin\tCommon\tEquity\tfor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 392 |
| 2011,\t2010,\tand\t2009 |  |  |
| Selected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 393 |
| Properties | Part\tI.\tItem\t2. | 394 |
| Legal\tProceedings | Part\tI.\tItem\t3. | 394 |
| Mine\tSafety\tDisclosures | Part\tI.\tItem\t4. | 394 |
| Executive\tOfficers\tof\tEntergy\tCorporation | Part\tI\tand\tPart\tIII. | 394 |
|  | Item\t10. |  |
| Market\tfor\tRegistrants'\tCommon\tEquity\tand\tRelated\tStockholder\tMatters | Part\tII.\tItem\t5. | 396 |
| Selected\tFinancial\tData | Part\tII.\tItem\t6. | 397 |
| Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof | Part\tII.\tItem\t7. | 398 |
| Operations |  |  |
| Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | Part\tII.\tItem\t7A. | 398 |
| Financial\tStatements\tand\tSupplementary\tData | Part\tII.\tItem\t8. | 398 |
| Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial | Part\tII.\tItem\t9. | 398 |
| Disclosure |  |  |
| Controls\tand\tProcedures | Part\tII.\tItem\t9A. | 398 |
| Attestation\tReport\tof\tRegistered\tPublic\tAccounting\tFirm | Part\tII.\tItem\t9A. | 400 |
| Directors\tand\tExecutive\tOfficers\tof\tthe\tRegistrants | Part\tIII.\tItem\t10. | 408 |
| Executive\tCompensation | Part\tIII.\tItem\t11. | 413 |
| Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement | Part\tIII.\tItem\t12. | 475 |
| Certain\tRelationships\tand\tRelated\tTransactions\tand\tDirector\tIndependence | Part\tIII.\tItem\t13. | 478 |
| Principal\tAccountant\tFees\tand\tServices | Part\tIII.\tItem\t14. | 480 |
| Exhibits\tand\tFinancial\tStatement\tSchedules | Part\tIV.\tItem\t15. | 483 |
| Signatures |  | 484 |
| Consents\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 492 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 494 |
| Index\tto\tFinancial\tStatement\tSchedules |  | S-1 |

This	combined	Form	10-K	is	separately	filed	by	Entergy	Corporation	and	its	seven	"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.		Information	contained	herein	relating	to	any	individual company	is	filed	by	such	company	on	its	own	behalf.		Each	company	makes	representations	only	as	to	itself	and	makes	no	other	representations	whatsoever	as	to	any	other	company.

The	report	should	be	read	in	its	entirety	as	it	pertains	to	each	respective	reporting	company.		No	one	section	of	the	report	deals	with	all	aspects	of	the	subject	matter.		Separate	Item	6,	7,	and 8	 sections	 are	 provided	 for	 each	 reporting	 company,	 except	 for	 the	 Notes	 to	 the	 financial	 statements.	 	The	 Notes	 to	 the	 financial	 statements	 for	 all	 of	 the	 reporting	 companies	 are combined.		All	Items	other	than	6,	7,	and	8	are	combined	for	the	reporting	companies.

# 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,	(b)	Management's	Financial	Discussion	and	Analysis,	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,	Entergy's	utility	supply	plan,	and	recovery	of	fuel	and	purchased	power costs;

·  the	termination	of	Entergy	Arkansas's	and	Entergy	Mississippi's	participation	in	the	System	Agreement	in	December	2013	and	November	2015,	respectively;

·  regulatory	and	operating	challenges	and	uncertainties	associated	with	the	Utility	operating	companies'	proposal	to	move	to	the	MISO	RTO	and	the	scheduled	expiration	of	the	current independent	coordinator	of	transmission	arrangement	in	November	2012;

·  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 Entergy	Wholesale	Commodities	business,	and	the	effects	of	new	or	existing	safety	concerns	regarding	nuclear	power	plants	and	nuclear	fuel;

·  resolution	of	pending	or	future	applications,	and	related	regulatory	proceedings	and	litigation,	for	license	renewals	or	modifications	of	nuclear	generating	facilities;

·  the	performance	of	and	deliverability	of	power	from	Entergy's	generation	resources,	including	the	capacity	factors	at	its	nuclear	generating	facilities;

·  Entergy's	ability	to	develop	and	execute	on	a	point	of	view	regarding	future	prices	of	electricity,	natural	gas,	and	other	energy-related	commodities;

·  prices	for	power	generated	by	Entergy's	merchant	generating	facilities	and	the	ability	to	hedge,	sell	power	forward	or	otherwise	reduce	the	market	price	risk	associated	with	those	facilities, including	the	Entergy	Wholesale	Commodities	nuclear	plants;

·  the	prices	and	availability	of	fuel	and	power	Entergy	must	purchase	for	its	Utility	customers,	and	Entergy's	ability	to	meet	credit	support	requirements	for	fuel	and	power	supply	contracts;

·  volatility	and	changes	in	markets	for	electricity,	natural	gas,	uranium,	and	other	energy-related	commodities;

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

# FORWARD-LOOKING	INFORMATION	(Concluded)

·  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;

·  risks	associated	with	the	proposed	spin-off	and	subsequent	merger	of	Entergy's	electric	transmission	business	into	a	subsidiary	of	ITC	Holdings	Corp.,	including	the	risk	that	Entergy	and	the Utility	operating	companies	may	not	be	able	to	timely	satisfy	the	conditions	or	obtain	the	approvals	required	to	complete	such	transaction	or	such	approvals	may	contain	material	restrictions	or conditions,	and	the	risk	that	if	completed,	the	transaction	may	not	be	achieve	its	anticipated	results;

·  variations	in	weather	and	the	occurrence	of	hurricanes	and	other	storms	and	disasters,	including	uncertainties	associated	with	efforts	to	remediate	the	effects	of	hurricanes,	ice	storms,	or	other weather	events	and	the	recovery	of	costs	associated	with	restoration,	including	accessing	funded	storm	reserves,	federal	and	local	cost	recovery	mechanisms,	securitization,	and	insurance; ·  effects	of	climate	change;

·  Entergy's	ability	to	manage	its	capital	projects	and	operation	and	maintenance	costs;

·  Entergy's	ability	to	purchase	and	sell	assets	at	attractive	prices	and	on	other	attractive	terms;

·  the	economic	climate,	and	particularly	economic	conditions	in	Entergy's	Utility	service	territory	and	the	Northeast	United	States	and	events	that	could	influence	economic	conditions	in	those areas;

·  the	effects	of	Entergy's	strategies	to	reduce	tax	payments;

·  changes	in	the	financial	markets,	particularly	those	affecting	the	availability	of	capital	and	Entergy's	ability	to	refinance	existing	debt,	execute	share	repurchase	programs,	and	fund	investments and	acquisitions;

·  actions	of	rating	agencies,	including	changes	in	the	ratings	of	debt	and	preferred	stock,	changes	in	general	corporate	ratings,	and	changes	in	the	rating	agencies'	ratings	criteria;

·  changes	in	inflation	and	interest	rates;

·  the	effect	of	litigation	and	government	investigations	or	proceedings;

·  advances	in	technology;

·  the	potential	effects	of	threatened	or	actual	terrorism,	cyber	attacks	or	data	security	breaches,	and	war	or	a	catastrophic	event	such	as	a	nuclear	accident	or	a	natural	gas	pipeline	explosion;

·  Entergy's	ability	to	attract	and	retain	talented	management	and	directors;

·  changes	in	accounting	standards	and	corporate	governance;

·  declines	in	the	market	prices	of	marketable	securities	and	resulting	funding	requirements	for	Entergy's	defined	benefit	pension	and	other	postretirement	benefit	plans;

·  changes	in	decommissioning	trust	fund	values	or	earnings	or	in	the	timing	of	or	cost	to	decommission	nuclear	plant	sites;

·  factors	that	could	lead	to	impairment	of	long-lived	assets;	and

·  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.

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# DEFINITIONS

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

# DEFINITIONS	(Continued)

# DEFINITIONS	(Concluded)

# ENTERGY	CORPORATION	AND	SUBSIDIARIES

# MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS

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

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

·  The	Entergy	Wholesale	Commodities	business	segment	includes	the	ownership	and	operation	of	six	nuclear	power	plants	located	in	the	northern	United	States	and	the	sale	of	the	electric	power produced	by	those	plants	to	wholesale	customers.		This	business	also	provides	services	to	other	nuclear	power	plant	owners.		Entergy	Wholesale	Commodities	also	owns	interests	in	non-nuclear power	plants	that	sell	the	electric	power	produced	by	those	plants	to	wholesale	customers.

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

|  | %	of	Revenue | %	of	Revenue | %	of	Revenue | %	of	Net	Income | %	of	Net	Income | %	of	Net	Income | %	of	Total	Assets | %	of	Total	Assets | %	of	Total	Assets |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Segment | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 |
| Utility | 79 | 78 | 75 | 82 | 65 | 57 | 80 | 80 | 80 |
| Entergy\tWholesale\tCommodities | 21 | 22 | 25 | 36 | 39 | 51 | 26 | 26 | 30 |
| Parent\t&amp;\tOther | - | - | - | (18) | (4) | (8) | (6) | (6) | (10) |

# Results	of	Operations

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

|  |  | Wholesale | Parent	&amp; |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Utility | Commodities | Other | Entergy |
|  |  | (In\tThousands) | (In\tThousands) |  |
| 2010\tConsolidated\tNet\tIncome\t(Loss) | $829,719 | $489,422 | ($48,836) | $1,270,305 |
| Net\trevenue\t(operating\trevenue\tless\tfuel\texpense, |  |  |  |  |
| purchased\tpower,\tand\tother\tregulatory |  |  |  |  |
| charges/credits) | (146,947) | (155,898) | 3,620 | (299,225) |
| Other\toperation\tand\tmaintenance\texpenses | 1,674 | (141,588) | 38,270 | (101,644) |
| Taxes\tother\tthan\tincome\ttaxes | 248 | 1,083 | 396 | 1,727 |
| Depreciation\tand\tamortization | 16,326 | 16,008 | (26) | 32,308 |
| Gain\ton\tsale\tof\tbusiness | - | (44,173) | - | (44,173) |
| Other\tincome | (3,388) | (39,717) | 1,799 | (41,306) |
| Interest\texpense | (37,502) | (51,183) | 27,145 | (61,540) |
| Other | \t1,688 | (23,334) | - | (21,646) |
| Income\ttaxes\t(benefit) | (426,916) | (43,193) | 139,133 | (330,976) |
| 2011\tConsolidated\tNet\tIncome\t(Loss) | $1,123,866 | $491,841 | ($248,335) | $1,367,372 |

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

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

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

# Amount

(In	Millions)

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $5,051 |
| Mark-to-market\ttax\tsettlement\tsharing | (196) |
| Purchased\tpower\tcapacity | (21) |
| Net\twholesale\trevenue | (14) |
| Volume/weather | 13 |
| ANO\tdecommissioning\ttrust | 24 |
| Retail\telectric\tprice | 49 |
| Other | (2) |
| 2011\tnet\trevenue | $4,904 |

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

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

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

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

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

The	retail	electric	price	variance	is	primarily	due	to:

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

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

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

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

# Entergy	Wholesale	Commodities

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $2,200 |
| Realized\tprice\tchanges | (159) |
| Fuel\texpenses | (30) |
| Harrison\tCounty | (27) |
| Volume | 60 |
| 2011\tnet\trevenue | $2,044 |

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

·  lower	pricing	in	its	contracts	to	sell	power;

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

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

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

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

# Realized	Revenue	per	MWh	for	Entergy	Wholesale	Commodities	Nuclear	Plants

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

# Other	Income	Statement	Items

# Utility

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

·  an	increase	of	$17	million	in	nuclear	expenses	primarily	due	to	higher	labor	costs,	including	higher	contract	labor; ·  an	increase	of	$15	million	in	contract	costs	due	to	the	transition	and	implementation	of	joining	the	MISO	RTO;

·  an	increase	of	$9	million	in	legal	expenses	primarily	resulting	from	an	increase	in	legal	and	regulatory	activity	increasing	the	use	of	outside	legal	services; ·  an	increase	of	$8	million	in	fossil-fueled	generation	expenses	primarily	due	to	the	addition	of	Acadia	Unit	2	in	April	2011;	and ·  several	individually	insignificant	items.

These	increases	were	substantially	offset	by:

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

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

·  the	amortization	of	$11	million	of	Entergy	Texas	rate	case	expenses	in	2010.		See	Note	2	to	the	financial	statements	for	further	discussion	of	the	Entergy	Texas	rate	case	settlement;	and ·  a	decrease	of	$10	million	in	operating	expenses	due	to	the	sale	of	surplus	oil	inventory	in	2011.

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

Interest	expense	decreased	primarily	due	to:

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

·  a	revision	caused	by	FERC's	acceptance	of	a	change	in	the	treatment	of	funds	received	from	independent	power	producers	for	transmission	interconnection	projects;	and ·  interest	expense	accrued	in	2010	related	to	the	expected	result	of	the	LPSC	Staff	audit	of	Entergy	Gulf	States	Louisiana's	fuel	adjustment	clause	for	the	period	1995	through	2004.

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

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

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

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

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

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

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

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

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

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

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

# Parent	&	Other

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

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

# Income	Taxes

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

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

·  a	favorable	Tax	Court	decision	holding	that	the	U.K.	Windfall	Tax	may	be	used	as	a	credit	for	purposes	of	computing	the	U.S.	foreign	tax	credit,	which	allowed	Entergy	to	reverse	a	provision for	uncertain	tax	positions	of	$43	million,	included	in	Parent	and	Other,	on	the	issue.		See	Note	3	to	the	financial	statements	for	further	discussion	of	this	tax	litigation; ·  a	$19	million	tax	benefit	recorded	in	connection	with	Entergy's	decision	to	unwind	the	infrastructure	created	for	the	planned	spin-off	of	its	non-utility	nuclear	business;	and ·  the	recognition	of	a	$14	million	Louisiana	state	income	tax	benefit	related	to	storm	cost	financing.

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

See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rates,	and	for	additional	discussion	regarding	income	taxes.

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

|  | Utility | Wholesale<br>Commodities | Parent	&amp;<br>Other | Entergy |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) | (In\tThousands) |  |
| 2009\tConsolidated\tNet\tIncome\t(Loss) | $708,905 | $641,094 | ($98,949) | $1,251,050 |
| Net\trevenue\t(operating\trevenue\tless\tfuel\texpense, |  |  |  |  |
| purchased\tpower,\tand\tother\tregulatory |  |  |  |  |
| charges/credits) | 357,211 | (163,518) | 8,622 | 202,315 |
| Other\toperation\tand\tmaintenance\texpenses | 112,384 | 124,758 | (18,550) | 218,592 |
| Taxes\tother\tthan\tincome\ttaxes | 28,872 | 2,717 | (1,149) | 30,440 |
| Depreciation\tand\tamortization | (24,112) | 11,413 | (182) | (12,881) |
| Gain\ton\tsale\tof\tbusiness | - | 44,173 | - | 44,173 |
| Other\tincome | (14,915) | 66,222 | (25,681) | 25,626 |
| Interest\texpense | 31,035 | (6,461) | (19,851) | 4,723 |
| Other | \t7,758 | 19,728 | - | 27,486 |
| Income\ttaxes | 65,545 | (53,606) | (27,440) | (15,501) |
| 2010\tConsolidated\tNet\tIncome\t(Loss) | $829,719 | $489,422 | ($48,836) | $1,270,305 |

In	November	2007	the	Board	approved	a	plan	to	pursue	a	separation	of	Entergy's	non-utility	nuclear	business	from	Entergy	through	a	spin-off	of	the	business	to	Entergy	shareholders.		In	April	2010, Entergy	announced	that	it	planned	to	unwind	the	business	infrastructure	associated	with	the	proposed	spin-off	transaction.		As	a	result	of	the	plan	to	unwind	the	business	infrastructure,	Entergy	recorded expenses	in	2010	for	the	write-off	of	certain	capitalized	costs	incurred	in	connection	with	the	planned	spin-off	transaction.		These	costs	are	discussed	in	more	detail	below	and	throughout	this	section.

# Net	Revenue

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

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $4,694 |
| Volume/weather | 231 |
| Retail\telectric\tprice | 137 |
| Provision\tfor\tregulatory\tproceedings | 26 |
| Rough\tproduction\tcost\tequalization | 19 |
| ANO\tdecommissioning\ttrust | (24) |
| Fuel\trecovery | (44) |
| Other | 12 |
| 2010\tnet\trevenue | $5,051 |

The	volume/weather	variance	is	primarily	due	to	an	increase	of	8,362	GWh,	or	8%,	in	billed	electricity	usage	in	all	retail	sectors,	including	the	effect	on	the	residential	sector	of	colder	weather in	the	first	quarter	2010	compared	to	2009	and	warmer	weather	in	the	second	and	third	quarters	2010	compared	to	2009.		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.

·  increases	in	the	formula	rate	plan	riders	at	Entergy	Gulf	States	Louisiana	effective	November	2009,	January	2010,		and	September	2010,	at	Entergy	Louisiana	effective	November	2009,	and	at Entergy	Mississippi	effective	July	2009;

·  rate	actions	at	Entergy	Texas,	including	base	rate	increases	effective	in	May	and	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	for	further	discussion	of	the	proceedings	referred	to	above.

The	provision	for	regulatory	proceedings	variance	is	primarily	due	to	provisions	recorded	in	2009	at	Entergy	Arkansas.		See	Note	2	to	the	financial	statements	for	a	discussion	of	regulatory	proceedings affecting	Entergy	Arkansas.

The	rough	production	cost	equalization	variance	is	due	to	an	additional	$18.6	million	allocation	recorded	in	the	second	quarter	of	2009	for	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.

The	fuel	recovery	variance	resulted	primarily	from	an	adjustment	to	deferred	fuel	costs	in	the	fourth	quarter	2009	relating	to	unrecovered	nuclear	fuel	costs	incurred	since	January	2008	that	will	now	be recovered	after	a	revision	to	the	fuel	adjustment	clause	methodology.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $2,364 |
| Nuclear\trealized\tprice\tchanges | (96) |
| Nuclear\tvolume | (60) |
| Other | (8) |
| 2010\tnet\trevenue | $2,200 |

As	shown	in	the	table	above,	net	revenue	for	Entergy	Wholesale	Commodities	decreased	by	$164	million,	or	7%,	in	2010	compared	to	2009	primarily	due	to	results	from	its	nuclear	operations.		The	net revenue	decrease	was	primarily	due	to	lower	pricing	in	its	contracts	to	sell	nuclear	power	and	lower	nuclear	volume	resulting	from	more	planned	and	unplanned	outage	days	in	2010.		Included	in	net revenue	is	$46	million	and	$53	million	of	amortization	of	the	Palisades	purchased	power	agreement	in	2010	and	2009,	respectively,	which	is	non-cash	revenue	and	is	discussed	in	Note	15	to	the	financial statements.		Following	are	key	performance	measures	for	Entergy	Wholesale	Commodities'	nuclear	plants	for	2010	and	2009:

Other	operation	and	maintenance	expenses	increased	from	$1,837	million	for	2009	to	$1,949	million	for	2010	primarily	due	to:

·  an	increase	of	$70	million	in	compensation	and	benefits	costs,	resulting	from	decreasing	discount	rates,	the	amortization	of	benefit	trust	asset	losses,	and	an	increase	in	the	accrual	for	incentive- based	compensation.		See	"Critical	Accounting	Estimates	-	Qualified	Pension	and	Other	Postretirement	Benefits"	below	and	also	Note	11	to	the	financial	statements	for	further	discussion of	benefits	costs;

·  an	increase	of	$25	million	in	fossil-fueled	generation	expenses	resulting	from	higher	outage	costs	in	2010	primarily	because	the	scope	of	the	outages	was	greater	than	in	2009;

·  an	increase	of	$17	million	in	transmission	and	distribution	expenses	resulting	from	increased	vegetation	contract	work;

·  an	increase	of	$13	million	in	nuclear	expenses	primarily	due	to	higher	nuclear	labor	and	contract	costs;

·  an	increase	of	$12.5	million	due	to	the	capitalization	in	2009	of	Ouachita	Plant	service	charges	previously	expensed;	and

·  an	increase	of	$11	million	due	to	the	amortization	of	Entergy	Texas	rate	case	expenses.		See	Note	2	to	the	financial	statements	for	further	discussion	of	the	Entergy	Texas	rate	case	settlement.

The	increase	was	partially	offset	by:

·  a	decrease	of	$19.4	million	due	to	2008	storm	costs	at	Entergy	Arkansas	which	were	deferred	per	an	APSC	order	and	were	recovered	through	revenues	in	2009;

·  a	decrease	of	$16	million	due	to	higher	write-offs	of	uncollectible	customer	accounts	in	2009;	and

·  charges	of	$14	million	in	2009	due	to	the	Hurricane	Ike	and	Hurricane	Gustav	storm	cost	recovery	settlement	agreement,	as	discussed	further	in	Note	2	to	the	financial	statements.

Other	income	decreased	primarily	due	to:

·  a	decrease	of	$50	million	in	carrying	charges	on	storm	restoration	costs	because	of	the	completion	of	financing	or	securitization	of	the	costs,	as	discussed	further	in	Note	2	to	the	financial statements;	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	$24	million	due	to	investment	gains	from	the	ANO	1	and	2	decommissioning	trust,	as	discussed	above;

·  an	increase	of	$14	million	resulting	from	higher	earnings	on	decommissioning	trust	funds;	and

·  an	increase	of	distributions	of	$13	million	earned	by	Entergy	Louisiana	and	$7	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	Note	2	to	the	financial	statements	for	discussion	of	these	investments	in	preferred	membership	interests.

Interest	expense	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.		See	Notes	4	and	5	to	the	financial	statements	for	details	of	long-term	debt	outstanding.

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	operation	and	maintenance	expenses	increased	from	$922	million	for	2009	to	$1,047	million	for	2010	primarily	due	to:

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

·  an	increase	of	$36	million	in	compensation	and	benefits	costs,	resulting	from	decreasing	discount	rates,	the	amortization	of	benefit	trust	asset	losses,	and	an	increase	in	the	accrual	for	incentive- based	compensation.		See	"Critical	Accounting	Estimates	-	Qualified	Pension	and	Other	Postretirement	Benefits"	below	and	also	Note	11	to	the	financial	statements	for	further	discussion of	benefits	costs;

·  spending	of	$15	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.

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

Other	income	increased	primarily	due	to	$86	million	in	charges	in	2009	resulting	from	the	recognition	of	impairments	that	are	not	considered	temporary	of	certain	equity	securities	held	in	Entergy Wholesale	Commodities'	decommissioning	trust	funds,	partially	offset	by	a	decrease	of	$28	million	in	realized	earnings	on	the	decommissioning	trust	funds.

Interest	expense	decreased	primarily	due	to	a	decrease	in	fees	paid	to	Entergy	Corporation	for	providing	collateral	in	the	form	of	guarantees	in	connection	with	some	of	the	Entergy	Wholesale Commodities	agreements	to	sell	power.		The	guarantee	fees	paid	are	intercompany	transactions	and	are	eliminated	in	consolidation.		The	decrease	was	substantially	offset	by	the	write-off	of	$39	million of	debt	financing	costs,	primarily	incurred	for	a	$1.2	billion	credit	facility	that	will	not	be	used,	in	connection	with	Entergy's	decision	to	unwind	the	infrastructure	created	for	the	planned	spin-off	of	its non-utility	nuclear	business.

Other	income	decreased	primarily	due	to	increases	in	the	distributions	paid	of	$13	million	to	Entergy	Louisiana	and	$7	million	to	Entergy	Gulf	States	Louisiana	on	investments	in	preferred	membership interests	of	Entergy	Holdings	Company,	as	discussed	above.

Interest	expense	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.

The	effective	income	tax	rate	for	2009	was	33.6%.		The	difference	in	the	effective	income	tax	rate	versus	the	federal	statutory	rate	of	35%	in	2009	was	primarily	due	to:

·  recognition	of	a	capital	loss	of	$73.1	million	resulting	from	the	sale	of	preferred	stock	of	an	Entergy	Wholesale	Commodities	subsidiary	to	a	third	party;

·  reduction	of	a	valuation	allowance	of	$24.3	million	on	state	loss	carryovers;

·  reduction	of	a	valuation	allowance	of	$16.2	million	on	a	federal	capital	loss	carryover;

·  reduction	of	the	provision	for	uncertain	tax	positions	of	$15.2	million	resulting	from	settlements	and	agreements	with	taxing	authorities;

·  adjustment	to	state	income	taxes	of	$13.8	million	for	Entergy	Wholesale	Commodities	to	reflect	the	effect	of	a	change	in	the	methodology	of	computing	Massachusetts	state	income	taxes	as required	by	that	state's	taxing	authority;	and

·  additional	deferred	tax	benefit	of	approximately	$8	million	associated	with	writedowns	on	nuclear	decommissioning	qualified	trust	securities.

These	reductions	were	partially	offset	by	increases	related	to	book	and	tax	differences	for	utility	plant	items	and	state	income	taxes	at	the	Utility	operating	companies.

# Plan	to	Spin	Off	the	Utility's	Transmission	Business

On	December	5,	2011,	Entergy	announced	that	it	would	spin	off	its	transmission	business	and	merge	it	with	a	newly	formed	subsidiary	of	ITC	Holdings	Corp.	(ITC).		In	order	to	effect	the	spin-off	and merger,	Entergy	entered	into	(i)	a	Merger	Agreement	with	Mid	South	TransCo	LLC,	a	newly	formed,	wholly	owned	subsidiary	of	Entergy	(TransCo);	ITC;	and	Ibis	Transaction	Subsidiary	LLC	(Merger Sub),	a	newly	formed,	wholly-owned	subsidiary	of	ITC;	and	(ii)	a	Separation	Agreement	with	TransCo,	ITC,	each	of	the	Utility	operating	companies,	and	Entergy	Services,	Inc.		These	agreements, which	have	been	approved	by	the	Boards	of	Directors	of	Entergy	and	ITC,	provide	for	the	separation	of	Entergy's	transmission	business	(the	"Transmission	Business"),	the	distribution	to	Entergy's stockholders	of	all	of	the	common	units	of	TransCo,	a	holding	company	subsidiary	formed	to	hold	the	Transmission	Business,	and	the	merger	of	Merger	Sub	with	and	into	TransCo,	with	TransCo continuing	as	the	surviving	entity	in	the	Merger	(the	Merger),	following	which	each	common	unit	of	TransCo	will	be	converted	into	the	right	to	receive	one	fully	paid	and	nonassessable	share	of	ITC common	stock.		Both	the	Distribution	(as	defined	below)	and	the	Merger	are	expected	to	qualify	as	tax-free	transactions.

Pursuant	to	the	Merger	Agreement,	and	subject	to	the	terms	and	conditions	set	forth	therein,	Entergy	will	distribute	the	TransCo	common	units	to	its	shareholders.		At	Entergy's	election,	it	may	distribute the	TransCo	common	units	by	means	of	a	pro	rata	dividend	in	a	spin-off	or	pursuant	to	an	exchange	offer	in	a	split-off,	or	a	combination	of	a	spin-off	and	a	split-off	(the	Distribution).		In	connection	with the	Merger,	ITC	expects	to	effectuate	a	$700	million	recapitalization,	currently	anticipated	to	take	the	form	of	a	one-time	special	dividend	to	its	shareholders	of	record	as	of	a	record	date	prior	to	the Merger,	which	will	be	determined	by	the	board	of	directors	of	ITC	at	a	later	date	(the	Special	Dividend).		Entergy's	shareholders	who	become	shareholders	of	ITC	as	a	result	of	the	Merger	will	not receive	the	Special	Dividend.		Pursuant	to	the	Merger	Agreement,	and	subject	to	the	terms	and	conditions	set	forth	therein,	immediately	after	the	consummation	of	the	Separation	(as	defined	below),	the consummation	of	the	Financings	(as	defined	below),	the	payment	of	the	Special	Dividend	and	the	consummation	of	the	Distribution,	Merger	Sub	will	merge	with	and	into	TransCo,	with	TransCo continuing	as	the	surviving	entity,	and	Entergy	shareholders	who	hold	common	units	of	TransCo	will	have	those	units	exchanged	for	ITC	common	stock	on	a	one-for-one	basis.		Consummation	of	the transactions	contemplated	by	the	Separation	Agreement	and	the	Merger	Agreement	is	expected	to	result	in	Entergy's	shareholders	holding	at	least	50.1%	of	ITC's	common	stock	and	existing	ITC shareholders	holding	no	more	than	49.9%	of	ITC's	common	stock	immediately	after	the	Merger.

The	Merger	Agreement	contains	certain	customary	representations	and	warranties.		The	Merger	Agreement	may	be	terminated:	(i)	by	mutual	consent	of	Entergy	and	ITC,	(ii)	by	either	Entergy	or	ITC	if the	Merger	has	not	been	completed	by	June	30,	2013,	subject	to	an	up	to	six	month	extension	by	either	Entergy	or	ITC	in	certain	circumstances,	(iii)	by	either	Entergy	or	ITC	if	the	transactions	are enjoined	or	otherwise	prohibited	by	applicable	law,	(iv)	by	Entergy,	on	the	one	hand,	or	ITC,	on	the	other	hand,	upon	a	material	breach	of	the	Merger	Agreement	by	the	other	party	that	has	not	been cured	by	the	cure	period	specified	in	the	Merger	Agreement,	(v)	by	either	Entergy	or	ITC	if	ITC's	shareholders	fail	to	approve	the	ITC	shareholder	proposals,	(vi)	by	Entergy	if	the	ITC	Board	of Directors	withdraws	or	changes	its	recommendation	of	the	ITC	shareholder	proposals	in	a	manner	adverse	to	Entergy,	(vii)	by	Entergy	if	ITC	willfully	breaches	in	any	material	respect	its	non-solicitation covenant	and	the	breach	has	not	been	cured	by	the	cure	period	specified	in	the	Merger	Agreement,	(viii)	by	Entergy	if	there	is	a	law	or	order	that	enjoins	the	transactions	or	imposes	a	burdensome condition	on	Entergy,	(ix)	by	either	Entergy	or	ITC	if	there	is	a	law	or	order	that	enjoins	the	transactions	or	imposes	a	burdensome	condition	on	ITC,	(x)	by	ITC,	prior	to	ITC	shareholder	approval,	to enter	into	a	transaction	for	a	superior	proposal,	provided	that	ITC	complies	with	its	notice	and	other	obligations	in	the	non-solicitation	provision	and	pays	Entergy	the	termination	fee	concurrently	with termination	or	(xi)	by	ITC	if	Entergy	takes	certain	actions	with	respect	to	the	migration	of	the	Transmission	Business	to	a	regional	transmission	organization	if	such	actions	could	reasonably	be	expected to	have	certain	adverse	effects	on	TransCo	or	ITC	after	the	Merger.	In	the	event	that	(i)	ITC	terminates	the	Merger	Agreement	to	accept	a	superior	acquisition	proposal,	(ii)	Entergy	terminates	the	Merger Agreement	because	the	ITC	Board	of	Directors	has	withdrawn	its	recommendation	of	the	ITC	shareholder	proposals,	approves	or	recommends	another	acquisition	proposal,	fails	to	reaffirm	its recommendation	or	materially	breaches	the	non-solicitation	provisions,	(iii)	either	of	the	parties	terminates	the	Merger	Agreement	because	the	approval	of	ITC's	shareholders	is	not	obtained	or	(iv) Entergy	terminates	because	of	ITC's	uncured	willful	breach	of	the	Merger	Agreement,	and	in	the	case	of	clauses	(iii)	and	(iv)	an	ITC	takeover	transaction	was	publicly	announced	and	not	withdrawn prior	to	termination	and	within	12	months	of	termination	ITC	agrees	to	or	consummates	a	takeover	transaction,	then	ITC	must	pay	Entergy	a	$113,570,800	termination	fee.

Consummation	of	the	Merger	is	subject	to	the	satisfaction	of	customary	closing	conditions	for	a	transaction	such	as	the	Merger,	including,	among	others,	(i)	consummation	of	the	Separation,	the Distribution,	the	Financings	and	the	Special	Dividend,	(ii)	the	approval	of	the	ITC	shareholder	proposals	by	the	shareholders	of	ITC,	(iii)	the	authorization	for	listing	on	the	New	York	Stock	Exchange	of ITC	common	stock	to	be	issued	in	the	Merger,	(iv)	the	receipt	by	Entergy	of	regulatory	approvals	necessary	to	become	a	member	of	an	acceptable	regional	transmission	organization,	(v)	the	receipt	of regulatory	approvals	necessary	 to	consummate	 the	 transaction	and	 the	expiration	of	 the	applicable	waiting	period	under	 the	Hart-Scott-Rodino	Act,	and	no	such	regulatory	approvals	 impose	a burdensome	condition	on	ITC	or	Entergy,	(vi)	the	absence	of	a	material	adverse	effect	on	the	Transmission	Business	or	ITC,	(vii)	the	receipt	by	Entergy	of	a	solvency	opinion	and	(viii)	the	receipt	of	a private	letter	ruling	from	the	IRS	substantially	to	the	effect	that	certain	requirements	for	the	tax-free	treatment	of	the	distribution	of	TransCo	are	met	and	an	opinion

that	the	Distribution	and	the	Merger	will	be	treated	as	tax-free	reorganizations	for	U.S.	federal	income	tax	purposes.	The	Merger	and	the	other	transactions	contemplated	by	the	Merger	Agreement	and	the Separation	Agreement	are	planned	for	completion	in	2013.

Pursuant	to	the	Separation	Agreement,	and	subject	to	the	terms	and	conditions	set	forth	therein,	Entergy	will	engage	in	a	series	of	preliminary	restructuring	transactions	that	result	in	the	transfer	to TransCo's	subsidiaries	of	the	assets	relating	to	the	Transmission	Business	(the	Separation).		TransCo	and	its	subsidiaries	will	consummate	certain	financing	transactions	(the	TransCo	Financing)	totaling approximately	$1.775	billion	pursuant	to	which	(i)	TransCo's	subsidiaries	will	borrow	through	a	one-year	term	funded	bridge	facility	and	(ii)	TransCo	will	issue	senior	securities	of	TransCo	to	Entergy (the	TransCo	Securities).		Neither	Entergy	nor	the	Utility	operating	companies	will	guarantee	or	otherwise	be	liable	for	the	payment	of	the	TransCo	Securities.		Entergy	will	issue	new	debt	or	enter	into agreements	under	which	certain	unrelated	creditors	will	agree	to	purchase	existing	corporate	debt	of	Entergy,	which	will	be	exchangeable	into	the	TransCo	Securities	at	closing	(the	Exchangeable	Debt Financing).		In	addition,	prior	to	the	closing	TransCo	may	obtain	a	working	capital	revolving	credit	facility	in	a	principal	amount	agreed	to	by	Entergy	and	ITC	(such	financing,	together	with	the	TransCo Financing	and	the	Exchangeable	Debt	Financing,	the	Financings).

Under	the	terms	of	the	Separation	Agreement,	concurrently	with	the	TransCo	Financing,	each	Utility	operating	company	will	contribute	its	respective	transmission	assets	to	a	subsidiary	that	will	become a	TransCo	subsidiary	in	the	Separation	in	exchange	for	the	equity	interest	in	that	subsidiary	and	the	net	proceeds	received	by	that	subsidiary	from	the	one-year	funded	bridge	facility	described above.		Each	Utility	operating	company	will	distribute	the	equity	interests	in	the	subsidiaries	holding	the	transmission	assets	to	Entergy,	which	will	then	contribute	such	interests	to	TransCo.		The	Utility operating	companies	intend	to	apply	all	or	a	portion	of	the	amounts	received	by	them	from	the	subsidiaries	to	the	prepayment	or	redemption	of	outstanding	preferred	and	debt	securities,	with	the	goal, following	 completion	 of	 the	 Separation,	 of	 maintaining	 their	 capitalization	 balanced	 between	 equity	 and	 debt	 generally	 consistent	 with	 the	 balance	 of	 their	 capitalization	 prior	 to	 the Separation.		Although	the	aggregate	amount	and	particular	series	of	preferred	and	debt	securities	of	each	Utility	operating	company	to	be	redeemed	as	well	as	the	redemption	dates	are	uncertain	at	this time	and	are	expected	to	remain	subject	to	change,	each	Utility	operating	company	currently	anticipates	that	all	of	its	outstanding	preferred	securities,	if	any,	will	be	redeemed	or	otherwise	retired	prior	to the	Separation	and	that	debt	securities	in	the	following	approximate	aggregate	amounts	will	be	redeemed	prior	to	or	following	the	Separation:	$.51	billion	for	Entergy	Arkansas,	$.27	billion	for	Entergy Gulf	States	Louisiana,	$.38	billion	for	Entergy	Louisiana,	$.29	billion	for	Entergy	Mississippi,	$.01	billion	for	Entergy	New	Orleans,	and	$.30	billion	for	Entergy	Texas.		Entergy	and	the	Utility	operating companies	may,	subject	to	certain	conditions,	modify	or	supplement	the	manner	in	which	the	Separation	is	consummated.		As	of	December	31,	2011,	net	transmission	plant	in	service,	which	does	not include	transmission-related	construction	work	in	progress	or	general	or	intangible	plant,	for	the	Utility	operating	companies	was	$.94	billion	for	Entergy	Arkansas,	$.50	billion	for	Entergy	Gulf	States Louisiana,	$.71	billion	for	Entergy	Louisiana,	$.51	billion	for	Entergy	Mississippi,	$.02	billion	for	Entergy	New	Orleans,	and	$.62	billion	for	Entergy	Texas.		Consummation	of	the	Separation	is	subject to	the	satisfaction	of	the	conditions	applicable	to	Entergy	and	ITC	contained	in	the	Separation	Agreement	and	the	Merger	Agreement,	including	that	the	sum	of	the	principal	amount	of	TransCo	Securities issued	to	Entergy	and	the	principal	amount	of	the	bridge	facility	entered	into	by	TransCo's	subsidiaries	is	at	least	$1.775	billion.

# Entergy	Wholesale	Commodities	Authorizations	to	Operate	Its	Nuclear	Power	Plants

The	NRC	operating	license	for	Palisades	expires	in	2031	and	for	FitzPatrick	expires	in	2034.		The	NRC	operating	license	for	Vermont	Yankee	was	to	expire	in	March	2012.		In	March	2011	the NRC	renewed	Vermont	Yankee's	operating	license	for	an	additional	20	years,	as	a	result	of	which	the	license	now	expires	in	2032.		For	additional	discussion	regarding	the	continued	operation	of	the Vermont	Yankee	plant,	see	"Impairment	of	Long-Lived	Assets"	in	Note	1	to	the	financial	statements.

The	NRC	operating	license	for	Pilgrim	expires	in	June	2012,	for	Indian	Point	2	expires	in	September	2013,	and	for	Indian	Point	3	expires	in	December	2015,	and	NRC	license	renewal applications	are	in	process	for	these	plants.		Under	federal	law,	nuclear	power	plants	may	continue	to	operate	beyond	their	license	expiration	dates	while	their	renewal	applications	are	pending	NRC approval.		Various	parties	have	expressed	opposition	to	renewal	of	the

licenses.		With	respect	to	the	Pilgrim	license	renewal,	the	Atomic	Safety	and	Licensing	Board	(ASLB)	of	the	NRC,	after	issuing	an	order	denying	a	new	hearing	request,	terminated	its	proceeding	on Pilgrim's	license	renewal	application.		With	the	ASLB	process	concluded	the	proceeding,	including	appeals	of	certain	ASLB	decisions,	is	now	before	the	NRC.

In	April	2007,	Entergy	submitted	an	application	to	the	NRC	to	renew	the	operating	licenses	for	Indian	Point	2	and	3	for	an	additional	20	years.		The	ASLB	has	admitted	21	contentions	raised	by the	State	of	New	York	or	other	parties,	which	were	combined	into	16	discrete	issues.		Two	of	the	issues	have	been	resolved,	leaving	14	issues	that	are	currently	subject	to	ASLB	hearings.		In	July	2011, the	ASLB	granted	the	State	of	New	York's	motion	for	summary	disposition	of	an	admitted	contention	challenging	the	adequacy	of	a	section	of	Indian	Point's	environmental	analysis	as	incorporated	in the	FSEIS	(discussed	below).		That	section	provided	cost	estimates	for	Severe	Accident	Mitigation	Alternatives	(SAMAs),	which	are	hardware	and	procedural	changes	that	could	be	implemented	to mitigate	estimated	impacts	of	off-site	radiological	releases	in	case	of	a	hypothesized	severe	accident.		In	addition	to	finding	that	the	SAMA	cost	analysis	was	insufficient,	the	ASLB	directed	the	NRC staff	to	explain	why	cost-beneficial	SAMAs	should	not	be	required	to	be	implemented.		Entergy	appealed	the	ASLB's	decision	to	the	NRC	and	the	NRC	staff	supported	Entergy's	appeal,	while	the	State of	New	York	opposed	it.		In	December	2011	the	NRC	denied	Entergy's	appeal	as	premature,	stating	that	the	appeal	could	be	renewed	at	the	conclusion	of	the	ASLB	proceedings.

	In	November	2011	the	ASLB	issued	an	order	establishing	deadlines	for	the	submission	of	several	rounds	of	testimony	on	most	of	the	contentions	pending	before	the	ASLB	and	for	the	filing	of motions	to	limit	or	exclude	testimony.		Initial	hearings	before	the	ASLB	on	the	contentions	for	which	testimony	is	submitted	are	expected	to	begin	by	the	end	of	2012.		Filing	deadlines	for	testimony	on certain	admitted	contentions	remain	to	be	set	by	the	ASLB.

The	NRC	staff	currently	is	also	performing	its	technical	and	environmental	reviews	of	the	application.		The	NRC	staff	issued	a	Final	Safety	Evaluation	Report	(FSER)	in	August	2009,	a supplement	to	the	FSER	in	August	2011,	and	a	Final	Supplemental	Environmental	Impact	Statement	(FSEIS)	in	December	2010.		The	NRC	staff	has	stated	its	intent	to	file	a	supplemental	FSEIS	in	May 2012.		The	New	York	State	Department	of	Environmental	Conservation	has	taken	the	position	that	Indian	Point	must	obtain	a	new	state-issued	Clean	Water	Act	Section	401	water	quality	certification	as part	of	the	license	renewal	process.		In	addition,	the	consistency	of	Indian	Point's	operations	with	New	York	State's	coastal	management	policies	must	be	resolved	as	required	by	the	Coastal	Zone Management	Act.		Entergy	Wholesale	Commodities'	efforts	to	obtain	these	certifications	and	determinations	continue	in	2012.

The	hearing	process	is	an	integral	component	of	the	NRC's	regulatory	framework,	and	evidentiary	hearings	on	license	renewal	applications	are	not	uncommon.		Entergy	intends	to	participate fully	in	the	hearing	process	as	permitted	by	the	NRC's	hearing	rules.		As	noted	in	Entergy's	responses	to	the	various	intervenor	filings,	Entergy	believes	the	contentions	proposed	by	the	intervenors	are unsupported	and	without	merit.		Entergy	will	continue	to	work	with	the	NRC	staff	as	it	completes	its	technical	and	environmental	reviews	of	the	license	renewal	application.

# Liquidity	and	Capital	Resources

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

# Capital	Structure

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

|  | 2011 | 2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 57.3% | 57.3% |
| Effect\tof\texcluding\tsecuritization\tbonds | (2.3)% | (2.0)% |
| Debt\tto\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 55.0% | 55.3% |
| Effect\tof\tsubtracting\tcash | (1.5)% | (3.2)% |
| Net\tdebt\tto\tnet\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 53.5% | 52.1% |

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

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

Long-term	debt,	including	the	currently	maturing	portion,	makes	up	substantially	all	of	Entergy's	total	debt	outstanding.		Following	are	Entergy's	long-term	debt	principal	maturities	and	estimated interest	payments	as	of	December	31,	2011.		To	estimate	future	interest	payments	for	variable	rate	debt,	Entergy	used	the	rate	as	of	December	31,	2011.		The	amounts	below	include	payments	on	the Entergy	Louisiana	and	System	Energy	sale-leaseback	transactions,	which	are	included	in	long-term	debt	on	the	balance	sheet.

| Long-term	debt	maturities	and<br>estimated	interest	payments | 2012 | 2013 | 2014 | 2015-2016 | after	2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Utility | $721 | $1,197 | $614 | $1,524 | $10,872 |
| Entergy\tWholesale\tCommodities | 24 | 15 | 16 | 21 | 59 |
| Parent\tand\tOther | 1,972 | 43 | 43 | 610 | 535 |
| Total | $2,717 | $1,255 | $673 | $2,155 | $11,466 |

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

Entergy	Corporation	has	in	place	a	credit	facility	that	has	a	borrowing	capacity	of	approximately	$3.5	billion	and	expires	in	August	2012,	which	Entergy	intends	to	renew	before	expiration.		Because	the facility	is	now	within	one	year	of	its	expiration	date,	borrowings	outstanding	on	the	facility	are	classified	as	currently	maturing	long-term	debt	on	the	balance	sheet.		Entergy	Corporation	also	has	the ability	to	issue	letters	of	credit	against	the	total	borrowing	capacity	of	the	credit	facility.		The	facility	fee	is	currently	0.125%	of	the	commitment	amount.		Facility	fees	and	interest	rates	on	loans	under	the credit	facility	can	fluctuate	depending	on	the	senior	unsecured	debt	ratings	of	Entergy	Corporation.		The	weighted	average	interest	rate	for	the	year	ended	December	31,	2011	was	0.745%	on	the	drawn portion	of	the	facility.

As	of	December	31,	2011,	amounts	outstanding	and	capacity	available	under	the	$3.5	billion	credit	facility	are:

|  |  | Letters | Capacity |
| :--- | :--- | :--- | :--- |
| Capacity | Borrowings | of\tCredit | Available |
|  | (In\tMillions) | (In\tMillions) |  |
| $3,451 | $1,920 | $28 | $1,503 |

A	covenant	in	Entergy	Corporation's	credit	facility	requires	Entergy	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.		The	calculation	of	this	debt	ratio	under	Entergy Corporation's	credit	facility	is	different	than	the	calculation	of	the	debt	to	capital	ratio	above.		Entergy	is	currently	in	compliance	with	the	covenant.		If	Entergy	fails	to	meet	this	ratio,	or	if	Entergy	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	Entergy	Corporation	credit	facility's maturity	date	may	occur.

Capital	lease	obligations	are	a	minimal	part	of	Entergy's	overall	capital	structure,	and	are	discussed	in	Note	10	to	the	financial	statements.		Following	are	Entergy's	payment	obligations	under	those leases:

|  | 2012 | 2013 | 2014 | 2015-2016 | after	2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Capital\tlease\tpayments | $7 | $6 | $5 | $9 | $38 |

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	each	had	credit	facilities	available	as	of	December	31,	2011	as	follows:

| Company | Expiration	Date | Amount	of<br>Facility | Interest	Rate	(a) | Amount	Drawn	as<br>of	Dec.	31,	2011 |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | April\t2012 | $78\tmillion\t(b) | 3.25% | - |
| Entergy\tGulf\tStates\tLouisiana | August\t2012 | $100\tmillion\t(c) | 0.71% | - |
| Entergy\tLouisiana | August\t2012 | $200\tmillion\t(d) | 0.67% | $50\tmillion |
| Entergy\tMississippi | May\t2012 | $35\tmillion\t(e) | 2.05% | - |
| Entergy\tMississippi | May\t2012 | $25\tmillion\t(e) | 2.05% | - |
| Entergy\tMississippi | May\t2012 | $10\tmillion\t(e) | 2.05% | - |
| Entergy\tTexas | August\t2012 | $100\tmillion\t(f) | 0.77% | - |

(a) The	interest	rate	is	the	weighted	average	interest	rate	as	of	December	31,	2011	applied,	or	that	would	be	applied, to	outstanding	borrowings	under	the	facility.

(b) The	 credit	 facility	 requires	 Entergy	 Arkansas	 to	 maintain	 a	 debt	 ratio	 of 65% or	 less	 of	 its	 total capitalization.		Borrowings	under	the	Entergy	Arkansas	credit	facility	may	be	secured	by	a	security	interest	in	its accounts	receivable.

(c) The	credit	facility	allows	Entergy	Gulf	States	Louisiana	to	issue	letters	of	credit	against	the	borrowing	capacity	of the	facility.		As	of	December	31,	2011,	no	letters	of	credit	were	outstanding.		The	credit	facility	requires	Entergy Gulf	States	Louisiana	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.

(d) The	 credit	 facility	 allows	 Entergy	 Louisiana	 to	 issue	 letters	 of	 credit	 against	 the	 borrowing	 capacity	 of	 the facility.		As	of	December	31,	2011,	no	letters	of	credit	were	outstanding.		The	credit	facility	requires	Entergy Louisiana	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.

(e) Borrowings	under	the	Entergy	Mississippi	credit	facilities	may	be	secured	by	a	security	interest	in	its	accounts receivable.	 	Entergy	Mississippi	 is	required	 to	maintain	a	consolidated	debt	ratio	of	65%	or	 less	of	 its	 total capitalization.

(f) The	credit	facility	allows	Entergy	Texas	to	issue	letters	of	credit	against	the	borrowing	capacity	of	the	facility.		As of	 December	 31,	 2011,	 no	 letters	 of	 credit	 were	 outstanding.	 	The	 credit	 facility	 requires	 Entergy	Texas	 to maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.		Pursuant	to	the	terms	of	the	credit agreement,	securitization	bonds	are	excluded	from	debt	and	capitalization	in	calculating	the	debt	ratio.

# Operating	Lease	Obligations	and	Guarantees	of	Unconsolidated	Obligations

Entergy	has	a	minimal	amount	of	operating	lease	obligations	and	guarantees	in	support	of	unconsolidated	obligations.		Entergy's	guarantees	in	support	of	unconsolidated	obligations	are	not	likely	to	have a	material	effect	on	Entergy's	financial	condition,	results	of	operations,	or	cash	flows.		Following	are	Entergy's	payment	obligations	as	of	December	31,	2011	on	non-cancelable	operating	leases	with	a term	over	one	year:

|  | 2012 | 2013 | 2014 | 2015-2016 | after	2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Operating\tlease\tpayments | $85 | $78 | $79 | $100 | $166 |

The	operating	leases	are	discussed	in	Note	10	to	the	financial	statements.

| Contractual	Obligations | 2012 | 2013-2014 | 2015-2016 | after	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Long-term\tdebt\t(1) | $2,717 | $1,928 | $2,155 | $11,466 | $18,266 |
| Capital\tlease\tpayments\t(2) | $7 | $11 | $9 | $38 | $65 |
| Operating\tleases\t(2) | $85 | $157 | $100 | $166 | $508 |
| Purchase\tobligations\t(3) | $1,803 | $2,604 | $1,654 | $5,199 | $11,260 |

(1) Includes	estimated	interest	payments.		Long-term	debt	is	discussed	in	Note	5	to	the	financial	statements.

(2) Lease	obligations	are	discussed	in	Note	10	to	the	financial	statements.

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations to	purchase	goods	or	services.		Almost	all	of	the	total	are	fuel	and	purchased	power	obligations.

In	addition	to	the	contractual	obligations,	Entergy	currently	expects	to	contribute	approximately	$162.9	million	to	its	pension	plans	and	approximately	$80.4	million	to	other	postretirement plans	in	2012,	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.		Entergy's	preliminary	estimates	of 2012	funding	requirements	indicate	that	the	contributions	will	not	exceed	historical	levels	of	pension	contributions.

Also	in	addition	to	the	contractual	obligations,	Entergy	has	$812	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	for	which	the	timing	of	payments	beyond	12 months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized tax	benefits.

# Capital	Funds	Agreement

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

·  maintain	System	Energy's	equity	capital	at	a	minimum	of	35%	of	its	total	capitalization	(excluding	short-term	debt);

·  permit	the	continued	commercial	operation	of	Grand	Gulf;

·  pay	in	full	all	System	Energy	indebtedness	for	borrowed	money	when	due;	and

·  enable	System	Energy	to	make	payments	on	specific	System	Energy	debt,	under	supplements	to	the	agreement	assigning	System	Energy's	rights	in	the	agreement	as	security	for	the	specific debt.

# Capital	Expenditure	Plans	and	Other	Uses	of	Capital

Following	are	the	amounts	of	Entergy's	planned	construction	and	other	capital	investments	by	operating	segment	for	2012	through	2014:

| Planned	construction	and	capital	investments | 2012 | 2013 | 2014 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Maintenance\tCapital: |  |  |  |
| Utility: |  |  |  |
| Generation | $128 | $129 | $131 |
| Transmission | 282 | 273 | 255 |
| Distribution | 433 | 485 | 496 |
| Other | 91 | 89 | 103 |
| Total | 934 | 976 | 985 |
| Entergy\tWholesale\tCommodities | 90 | 120 | 107 |
|  | 1,024 | 1,096 | 1,092 |
| Capital\tCommitments: |  |  |  |
| Utility: |  |  |  |
| Generation | $1,428 | $583 | $358 |
| Transmission | 170 | 128 | 264 |
| Distribution | 17 | 11 | 11 |
| Other | 45 | 47 | 35 |
| Total | 1,660 | 769 | 668 |
| Entergy\tWholesale\tCommodities | 259 | 241 | 291 |
|  | 1,919 | 1,010 | 959 |
| Total | $2,943 | $2,106 | $2,051 |

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

Capital	Commitments	refers	to	non-routine	capital	investments	for	which	Entergy	is	either	contractually	obligated,	has	Board	approval,	or	otherwise	expects	to	make	to	satisfy	regulatory	or	legal requirements.		Amounts	reflected	in	this	category	include	the	following:

·  The	currently	planned	construction	or	purchase	of	additional	generation	supply	sources	within	the	Utility's	service	territory	through	the	Utility's	portfolio	transformation	strategy,	including three	resources	identified	in	the	Summer	2009	Request	for	Proposal	that	are	discussed	below.

·  Entergy	Louisiana's	Waterford	3	steam	generators	replacement	project,	which	is	discussed	below.

·  System	Energy's	planned	approximate	178	MW	uprate	of	the	Grand	Gulf	nuclear	plant.		On	November	30,	2009,	the	MPSC	issued	a	Certificate	of	Public	Convenience	and	Necessity	for implementation	of	the	uprate.		A	license	amendment	application	was	submitted	to	the	NRC	in	September	2010.		After	performing	more	detailed	project	design,	engineering,	analysis	and	major materials	purchases,	System	Energy's	current	estimate	of	the	total	capital	investment	to	be	made	in	the	course	of	the	implementation	of	the	Grand	Gulf	uprate	project	is	approximately	$754 million,	including	SMEPA's	share.		The	estimate	includes	spending	on	certain	major	equipment	refurbishment	and	replacement	that	would	have	been	required	over	the	normal	course	of	the plant's	life	even	if	the	uprate	were	not	done.		The	purpose	of	performing	this	major	equipment	refurbishment	and	replacement	in	connection	with	the	uprate	is	to	avoid	additional	plant	outages and	construction	costs	in	the	future	while	improving	plant	reliability.		The	investment	estimate	may	be	revised	in	the	future	as	System	Energy	evaluates	the	progress	of	the	project,	including	the costs	required	to	install	instrumentation	in	the	steam	dryer	in	response	to	recent	guidance	from	the	NRC	staff	obtained	during	the	review	process	for	certain	Requests	for	Additional	Information (RAIs)	issued	by	the	NRC	in	December	2011.		The	NRC's	review	of	the	project	is	ongoing.		System	Energy	is	responding	to	the	recent	RAIs	and	will	seek	to	minimize	potential	cost	effects	or delay,	if	any,	to	the	Grand	Gulf	uprate	implementation	schedule.

·  Transmission	upgrades	and	spending	to	support	the	Utility's	plan	to	join	the	MISO	RTO	by	December	2013.

·  Spending	to	comply	with	current	and	anticipated	North	American	Electric	Reliability	Corporation	transmission	planning	requirements.

·  Entergy	Wholesale	Commodities	investments	associated	with	specific	investments	such	as	dry	cask	storage,	nuclear	license	renewal,	component	replacement	and	identified	repairs,	spending	in response	to	the	Indian	Point	Safety	Evaluation,	NYPA	value	sharing,	and	wedgewire	screens	at	Indian	Point.

·  A	minimal	amount	of	environmental	compliance	spending,	although	Entergy	continues	to	review	potential	environmental	spending	needs	and	financing	alternatives	for	any	such	spending,	and future	spending	estimates	could	change	based	on	the	results	of	this	continuing	analysis	and	the	implementation	of	new	environmental	laws	and	regulations.

The	Utility's	owned	generating	capacity	remains	short	of	customer	demand,	and	its	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation resources.	 	Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in	increases	or	decreases	in	the	capital expenditure	estimates	given	above.		Estimated	capital	expenditures	are	also	subject	to	periodic	review	and	modification	and	may	vary	based	on	the	ongoing	effects	of	business	restructuring,	regulatory constraints	and	requirements,	environmental	regulations,	business	opportunities,	market	volatility,	economic	trends,	changes	in	project	plans,	and	the	ability	to	access	capital.

# Summer	2009	Long-Term	Request	for	Proposal

The	2012-2014	capital	expenditure	estimate	includes	the	construction	or	purchase	of	three	resources	identified	in	the	Summer	2009	Long-Term	Request	for	Proposal:		a	self-build	option	at Entergy	Louisiana's	Ninemile	site	and	agreements	by	two	of	the	Utility	operating	companies	to	acquire	the	620	MW	Hot	Spring	Energy	Facility	and	the	450	MW	Hinds	Energy	Facility.

# Ninemile	Point	Unit	6	Self-Build	Project

In	June	2011,	Entergy	Louisiana	filed	with	the	LPSC	an	application	seeking	certification	that	the	public	necessity	and	convenience	would	be	served	by	Entergy	Louisiana's	construction	of	a combined-cycle	gas	turbine	generating	facility	(Ninemile	6)	at	its	existing	Ninemile	Point	electric	generating	station.		Ninemile	6	will	be	a	nominally-sized	550	MW	unit	that	is	estimated	to	cost approximately	$721	million	to	construct,	excluding	interconnection	and	transmission	upgrades.		Entergy	Gulf	States	Louisiana	joined	in	the	application,	seeking	certification	of	its	purchase	under	a	life- of-unit	power	purchase	agreement	of	up	to	35%	of	the	capacity	and	energy	generated	by	Ninemile	6.		The	Ninemile	6	capacity	and	energy	is	proposed	to	be	allocated	55%	to	Entergy	Louisiana,	25%	to Entergy	Gulf	States	Louisiana,	and	20%	to	Entergy	New	Orleans.		In	February	2012	the	City	Council	passed	a	resolution	authorizing	Entergy	New	Orleans	to	purchase	20%	of	the	Ninemile	6	energy	and capacity.		If	approvals	are	obtained	from	the	LPSC	and	other	permitting	agencies,	Ninemile	6	construction	is	expected	to	begin	in	2012,	and	the	unit	is	expected	to	commence	commercial	operation	by mid-2015.		The	ALJ	has	established	a	schedule	for	the	LPSC	proceeding	that	includes	February	27	-	March	7,	2012,	hearing	dates.

# Hot	Spring	Energy	Facility	Purchase	Agreement

In	April	2011,	Entergy	Arkansas	announced	that	it	signed	an	asset	purchase	agreement	to	acquire	the	Hot	Spring	Energy	Facility,	a	620	MW	natural	gas-fired	combined-cycle	turbine	plant	located	in	Hot Spring	County,	Arkansas,	from	a	subsidiary	of	KGen	Power	Corporation.		The	purchase	price	is	expected	to	be	approximately	$253	million.		Entergy	Arkansas	also	expects	to	invest	in	various	plant upgrades	at	the	facility	after	closing	and	expects	the	total	cost	of	the	acquisition,	including	plant	upgrades,	transaction	costs,	and	contingencies,	to	be	approximately	$277	million.		A	new	transmission service	request	has	been	submitted	to	the	ICT	to	determine	if	investments	for

supplemental	upgrades	in	the	Entergy	transmission	system	are	needed	to	make	energy	from	the	Hot	Spring	Energy	Facility	deliverable	to	Entergy	Arkansas	for	the	period	after	Entergy	Arkansas	exits	the System	Agreement.		The	initial	results	of	the	service	request	were	received	in	January	2012	and	indicate	that	available	transfer	capability	does	not	exist	with	existing	transmission	facilities	and	that upgrades	are	required.		The	studies	do	not	provide	a	final	and	definitive	indication	of	what	those	upgrades	would	be.		Entergy	Arkansas	has	submitted	transmission	service	requests	for	facilities	studies which,	when	performed	by	the	ICT,	will	provide	more	detailed	estimates	of	the	transmission	upgrades	and	the	associated	costs	required	to	obtain	network	service	for	the	Hot	Spring	plant.		Accordingly there	are	still	uncertainties	that	must	be	resolved.		The	purchase	is	contingent	upon,	among	other	things,	obtaining	necessary	approvals,	including	full	cost	recovery,	from	various	federal	and	state regulatory	and	permitting	agencies.		These	include	regulatory	approvals	from	the	APSC	and	the	FERC,	as	well	as	clearance	under	the	Hart-Scott-Rodino	anti-trust	law.		In	February	2012	the	FERC issued	an	order	approving	the	acquisition.		Closing	is	expected	to	occur	in	mid-2012.

In	July	2011,	Entergy	Arkansas	filed	its	application	with	the	APSC	requesting	approval	of	the	acquisition	and	full	cost	recovery.		In	January	2012,	Entergy	Arkansas,	the	APSC	General	Staff,	and	the Arkansas	Attorney	General	filed	a	Motion	to	Suspend	the	Procedural	Schedule	and	Joint	Stipulation	and	Settlement	for	consideration	by	the	APSC.		Under	the	settlement,	the	parties	agreed	that	the acquisition	costs	may	be	recovered	through	a	capacity	acquisition	rider	and	agreed	that	the	level	of	the	return	on	equity	reflected	in	the	rider	would	be	submitted	to	the	APSC	for	resolution.		Because	the transmission	upgrade	costs	remain	uncertain,	the	parties	requested	that	the	APSC	suspend	the	procedural	schedule	and	cancel	the	hearing	scheduled	for	January	24,	2012,	pending	resolution	of	the transmission	costs.		The	APSC	issued	an	order	accepting	the	settlement	as	part	of	the	record	and	directing	Entergy	Arkansas	to	file	the	transmission	studies	when	available	and	directing	the	parties	to propose	a	procedural	schedule	to	address	the	results	of	those	studies.

# Hinds	Energy	Facility	Purchase	Agreement

In	April	2011,	Entergy	Mississippi	announced	that	it	has	signed	an	asset	purchase	agreement	to	acquire	the	Hinds	Energy	Facility,	a	450	MW	natural	gas-fired	combined-cycle	turbine	plant	located	in Jackson,	Mississippi,	from	a	subsidiary	of	KGen	Power	Corporation.		The	purchase	price	is	expected	to	be	approximately	$206	million.		Entergy	Mississippi	also	expects	to	invest	in	various	plant upgrades	at	the	facility	after	closing	and	expects	the	total	cost	of	the	acquisition	to	be	approximately	$246	million.		A	new	transmission	service	request	has	been	submitted	to	determine	if	investments	for supplemental	upgrades	in	the	Entergy	transmission	system	are	needed	to	make	the	Hinds	Energy	Facility	deliverable	to	Entergy	Mississippi	for	the	period	after	Entergy	Mississippi	exits	the	System Agreement.		Facilities	studies	are	ongoing	to	determine	transmission	upgrades	costs	associated	with	the	plant,	with	results	expected	by	early	March	2012.		The	purchase	is	contingent	upon,	among	other things,	obtaining	necessary	approvals,	including	full	cost	recovery,	from	various	federal	and	state	regulatory	and	permitting	agencies.		These	include	regulatory	approvals	from	the	MPSC	and	the	FERC, as	well	as	clearance	under	the	Hart-Scott-Rodino	anti-trust	law.		In	February	2012	the	FERC	issued	an	order	approving	the	acquisition.		Closing	is	expected	to	occur	in	mid-2012.		In	July	2011,	Entergy Mississippi	filed	with	the	MPSC	requesting	approval	of	the	acquisition	and	full	cost	recovery.		A	hearing	on	the	request	for	a	certificate	of	public	convenience	and	necessity	is	scheduled	for	February	28, 2012.		A	hearing	on	Entergy	Mississippi's	proposed	cost	recovery	has	not	been	scheduled.

# Waterford	3	Steam	Generator	Replacement	Project

Entergy	Louisiana	planned	to	replace	the	Waterford	3	steam	generators,	along	with	the	reactor	vessel	closure	head	and	control	element	drive	mechanisms,	in	the	spring	2011.		Replacement	of these	components	is	common	to	pressurized	water	reactors	throughout	the	nuclear	industry.		In	December	2010,	Entergy	Louisiana	advised	the	LPSC	that	the	replacement	generators	would	not	be completed	and	delivered	by	the	manufacturer	in	time	to	install	them	during	the	spring	2011	refueling	outage.		During	the	final	steps	in	the	manufacturing	process,	the	manufacturer	discovered	separation of	stainless	steel	cladding	from	the	carbon	steel	base	metal	in	the	channel	head	of	both

replacement	steam	generators	(RSGs),	in	areas	beneath	and	adjacent	to	the	divider	plate.		As	a	result	of	this	damage,	the	manufacturer	was	unable	to	meet	the	contractual	delivery	deadlines,	and	the RSGs	were	not	installed	in	the	spring	2011.		Entergy	Louisiana	worked	with	the	manufacturer	to	fully	develop	and	evaluate	repair	options,	and	expects	the	replacement	steam	generators	to	be	delivered in	time	for	the	Fall	2012	refueling	outage.		Extensive	inspections	of	the	existing	steam	generators	at	Waterford	3	in	cooperation	with	the	manufacturer	were	completed	in	April	2011.		The	review	of	data obtained	during	these	inspections	supports	the	conclusion	that	Waterford	3	can	operate	safely	for	another	full	cycle	before	the	replacement	of	the	existing	steam	generators.		Entergy	Louisiana	has formally	reported	its	findings	to	the	NRC.		At	this	time,	a	requirement	to	perform	a	mid-cycle	outage	for	further	inspections	in	order	to	allow	the	plant	to	continue	operation	until	its	Fall	2012	refueling outage	is	not	anticipated.		Entergy	Louisiana	currently	expects	the	cost	of	the	project,	including	carrying	costs,	to	be	approximately	$687	million,	assuming	the	replacement	occurs	during	the	Fall	2012 refueling	outage.

In	June	2008,	Entergy	Louisiana	filed	with	the	LPSC	for	approval	of	the	replacement	project,	including	full	cost	recovery.		Following	discovery	and	the	filing	of	testimony	by	the	LPSC	staff	and	an intervenor,	the	parties	entered	into	a	stipulated	settlement	of	the	proceeding.		The	LPSC	unanimously	approved	the	settlement	in	November	2008.		The	settlement	resolved	the	following	issues:	1)	the accelerated	degradation	of	the	steam	generators	is	not	the	result	of	any	imprudence	on	the	part	of	Entergy	Louisiana;	2)	the	decision	to	undertake	the	replacement	project	at	the	then-estimated	cost	of $511	million	is	in	the	public	interest,	is	prudent,	and	would	serve	the	public	convenience	and	necessity;	3)	the	scope	of	the	replacement	project	is	in	the	public	interest;	4)	undertaking	the	replacement project	at	the	target	installation	date	during	the	2011	refueling	outage	is	in	the	public	interest;	and	5)	the	jurisdictional	costs	determined	to	be	prudent	in	a	future	prudence	review	are	eligible	for	cost recovery,	either	in	an	extension	or	renewal	of	the	formula	rate	plan	or	in	a	full	base	rate	case	including	necessary	pro	forma	adjustments.		Upon	completion	of	the	replacement	project,	the	LPSC	will undertake	a	prudence	review	with	regard	to	the	following	aspects	of	the	replacement	project:	1)	project	management;	2)	cost	controls;	3)	success	in	achieving	stated	objectives;	4)	the	costs	of	the replacement	project;	and	5)	the	outage	length	and	replacement	power	costs.

In	November	2011	the	LPSC	approved	a	one-year	extension	of	Entergy	Louisiana's	current	formula	rate	plan.		The	next	formula	rate	plan	filing,	for	the	2011	test	year,	will	be	made	in	May	2012	and	will include	a	separate	identification	of	any	operating	and	maintenance	expense	savings	that	are	expected	to	occur	once	the	Waterford	3	steam	generator	replacement	project	is	complete.		Pursuant	to	the LPSC	decision,	from	September	2012	through	December	2012	earnings	above	an	11.05%	return	on	common	equity	(based	on	the	2011	test	year)	would	be	accrued	and	used	to	offset	the	Waterford	3 replacement	steam	generator	revenue	requirement	for	the	first	twelve	months	that	the	unit	is	in	rates.		If	the	project	is	not	in	service	by	January	1,	2013,	earnings	above	a	10.25%	return	on	common	equity (based	on	the	2011	test	year)	for	the	period	January	1,	2013	through	the	date	that	the	project	is	placed	in	service	will	be	accrued	and	used	to	offset	the	incremental	revenue	requirement	for	the	first	twelve months	that	the	unit	is	in	rates.		Upon	the	in-service	date	of	the	replacement	steam	generators,	rates	will	increase,	subject	to	refund	following	any	prudence	review,	by	the	full	revenue	requirement associated	with	the	replacement	steam	generators,	less	(i)	the	previously	accrued	excess	earnings	from	September	2012	until	the	in-service	date	and	(ii)	any	earnings	above	a	10.25%	return	on	common equity	(based	on	the	2011	test	year)	for	the	period	following	the	in-service	date,	provided	that	the	excess	earnings	accrued	prior	to	the	in-service	date	shall	only	offset	the	revenue	requirement	for	the	first year	of	operation	of	the	replacement	steam	generators.		These	rates	are	anticipated	to	remain	in	effect	until	Entergy	Louisiana's	next	full	rate	case	is	resolved.		Entergy	Louisiana	currently	anticipates filing	a	full	rate	case	by	January	2013.

# Dividends	and	Stock	Repurchases

Declarations	of	dividends	on	Entergy's	common	stock	are	made	at	the	discretion	of	the	Board.		Among	other	things,	the	Board	evaluates	the	level	of	Entergy's	common	stock	dividends	based	upon Entergy's	earnings,	financial	strength,	and	future	investment	opportunities.		At	its	January	2012	meeting,	the	Board	declared	a	dividend	of	$0.83	per	share,	which	is	the	same	quarterly	dividend	per	share that	Entergy	has	paid	since	the	second	quarter	2010.		The	prior	quarterly	dividend	per	share	was	$0.75.		Entergy	paid	$590	million	in	2011,	$604	million	in	2010,	and	$577	million	in	2009	in	cash dividends	on	its	common	stock.

In	accordance	with	Entergy's	stock-based	compensation	plan,	Entergy	periodically	grants	stock	options	to	key	employees,	which	may	be	exercised	to	obtain	shares	of	Entergy's	common stock.		According	to	the	plan,	these	shares	can	be	newly	issued	shares,	treasury	stock,	or	shares	purchased	on	the	open	market.		Entergy's	management	has	been	authorized	by	the	Board	to	repurchase	on the	open	market	shares	up	to	an	amount	sufficient	to	fund	the	exercise	of	grants	under	the	plan.

In	addition	to	the	authority	to	fund	grant	exercises,	in	January	2007	the	Board	approved	a	program	under	which	Entergy	was	authorized	to	repurchase	up	to	$1.5	billion	of	its	common	stock.		In January	2008,	the	Board	authorized	an	incremental	$500	million	share	repurchase	program	to	enable	Entergy	to	consider	opportunistic	purchases	in	response	to	equity	market	conditions.		Entergy completed	both	the	$1.5	billion	and	$500	million	programs	in	the	third	quarter	2009.		In	October	2009	the	Board	granted	authority	for	an	additional	$750	million	share	repurchase	program	which	was completed	in	the	fourth	quarter	2010.		In	October	2010	the	Board	granted	authority	for	an	additional	$500	million	share	repurchase	program.		As	of	December	31,	2011,	$350	million	of	authority	remains under	the	$500	million	share	repurchase	program.		The	amount	of	repurchases	may	vary	as	a	result	of	material	changes	in	business	results	or	capital	spending	or	new	investment	opportunities,	or	if limitations	in	the	credit	markets	continue	for	a	prolonged	period.

# Sources	of	Capital

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

·  internally	generated	funds;

·  securities	issuances;

·  bank	financing	under	new	or	existing	facilities;	and

·  sales	of	assets.

Circumstances	such	as	weather	patterns,	fuel	and	purchased	power	price	fluctuations,	and	unanticipated	expenses,	including	unscheduled	plant	outages	and	storms,	could	affect	the	timing	and	level	of internally	generated	funds	in	the	future.

Provisions	within	the	Articles	of	Incorporation	or	pertinent	indentures	and	various	other	agreements	relating	to	the	long-term	debt	and	preferred	stock	of	certain	of	Entergy	Corporation's subsidiaries	could	restrict	the	payment	of	cash	dividends	or	other	distributions	on	their	common	and	preferred	stock.		As	of	December	31,	2011,	under	provisions	in	their	mortgage	indentures,	Entergy Arkansas	and	Entergy	Mississippi	had	restricted	retained	earnings	unavailable	for	distribution	to	Entergy	Corporation	of	$394.9	million	and	$68.5	million,	respectively.		All	debt	and	common	and preferred	equity	issuances	by	the	Registrant	Subsidiaries	require	prior	regulatory	approval	and	their	preferred	equity	and	debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	corporate	charters, bond	indentures,	and	other	agreements.		Entergy	believes	that	the	Registrant	Subsidiaries	have	sufficient	capacity	under	these	tests	to	meet	foreseeable	capital	needs.

The	FERC	has	jurisdiction	over	securities	issuances	by	the	Utility	operating	companies	and	System	Energy	(except	securities	with	maturities	longer	than	one	year	issued	by	Entergy	Arkansas and	Entergy	New	Orleans,	which	are	subject	to	the	jurisdiction	of	the	APSC	and	the	City	Council,	respectively).		No	regulatory	approvals	are	necessary	for	Entergy	Corporation	to	issue	securities.		The current	FERC-authorized	short-term	borrowing	limits	are	effective	through	October	31,	2013.		Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	Texas,	and	System Energy	have	obtained	long-term	financing	authorizations	from	the	FERC	that	extend	through	July	2013.		Entergy	Arkansas	has	obtained	long-term	financing	authorization	from	the	APSC	that	extends through	December	2012.		Entergy	New	Orleans	has	obtained	long-term	financing	authorization	from	the	City	Council	that	extends	through	July	2012.		In	addition	to	borrowings	from	commercial	banks, the	FERC	short-term	borrowing	orders	authorize	the	Registrant	Subsidiaries	to	continue	as	participants	in	the	Entergy	System	money	pool.		The	money	pool	is	an

intercompany	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries'	dependence	on	external	short-term	borrowings.		Borrowings	from	the	money	pool	and	external	short-term	borrowings combined	may	not	exceed	the	FERC-authorized	limits.		See	Notes	4	and	5	to	the	financial	statements	for	further	discussion	of	Entergy's	borrowing	limits,	authorizations,	and	amounts	outstanding.

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

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

# Hurricane	Gustav	and	Hurricane	Ike

In	September	2008,	Hurricane	Gustav	and	Hurricane	Ike	caused	catastrophic	damage	to	portions	of	Entergy's	service	territories	in	Louisiana	and	Texas,	and	to	a	lesser	extent	in	Arkansas	and Mississippi.		The	storms	resulted	in	widespread	power	outages,	significant	damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.		In September	2009,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	and	the	Louisiana	Utilities	Restoration	Corporation	(LURC),	an	instrumentality	of	the	State	of	Louisiana,	filed	with	the	LPSC	an application	requesting	that	the	LPSC	grant	financing	orders	authorizing	the	financing	of	Entergy	Gulf	States	Louisiana's	and	Entergy	Louisiana's	storm	costs,	storm	reserves,	and	issuance	costs	pursuant to	Act	55	of	the	Louisiana	Regular	Session	of	2007	(Act	55	financings).		In	July	2010	the	Louisiana	Local	Government	Environmental	Facilities	and	Community	Development	Authority	(LCDA)	issued $468.9	million	in	bonds	under	Act	55.		From	the	$462.4	million	of	bond	proceeds	loaned	by	the	LCDA	to	the	LURC,	the	LURC	deposited	$200	million	in	a	restricted	escrow	account	as	a	storm	damage reserve	for	Entergy	Louisiana	and	transferred	$262.4	million	directly	to	Entergy	Louisiana.		In	July	2010	the	LCDA	issued	another	$244.1	million	in	bonds	under	Act	55.		From	the	$240.3	million	of bond	proceeds	loaned	by	the	LCDA	to	the	LURC,	the	LURC	deposited	$90	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Gulf	States	Louisiana	and	transferred	$150.3 million	directly	to	Entergy	Gulf	States	Louisiana.		Entergy,	Entergy	Gulf	States	Louisiana,	and	Entergy	Louisiana	do	not	report	the	bonds	on	their	balance	sheets	because	the	bonds	are	the	obligation	of the	LCDA,	and	there	is	no	recourse	against	Entergy,	Entergy	Gulf	States	Louisiana	or	Entergy	Louisiana	in	the	event	of	a	bond	default.		See	Note	2	to	the	financial	statements	for	additional	discussion	of the	Act	55	financings.

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

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

# Entergy	Arkansas	January	2009	Ice	Storm

In	January	2009,	a	severe	ice	storm	caused	significant	damage	to	Entergy	Arkansas's	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.		In	August	2010,	Entergy	Arkansas	Restoration	Funding,	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy	Arkansas, issued	$124.1	million	of	storm	cost	recovery	bonds.		See	Note	5	to	the	financial	statements	for	additional	discussion	of	the	issuance	of	the	storm	cost	recovery	bonds.

# Entergy	Louisiana	Securitization	Bonds	–	Little	Gypsy

In	August	2011,	the	LPSC	issued	a	financing	order	authorizing	the	issuance	of	bonds	to	recover	Entergy	Louisiana's	investment	recovery	costs	associated	with	the	cancelled	Little	Gypsy	repowering project.		In	September	2011,	Entergy	Louisiana	Investment	Recovery	Funding	I,	L.L.C.,	a	company	wholly-owned	and	consolidated	by	Entergy	Louisiana,	issued	$207.2	million	of	senior	secured investment	recovery	bonds.		The	bonds	have	an	interest	rate	of	2.04%	and	an	expected	maturity	date	of	June	2021.		See	Note	5	to	the	financial	statements	for	additional	discussion	of	the	issuance	of	the investment	recovery	bonds.

# Cash	Flow	Activity

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

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $1,295 | $1,710 | $1,920 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| \t Operating\tactivities | 3,128 | 3,926 | 2,933 |
| Investing\tactivities | (3,447) | (2,574) | (2,094) |
| \t Financing\tactivities | (282) | (1,767) | (1,048) |
| Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | - | - | (1) |
| \t Net\tdecrease\tin\tcash\tand\tcash\tequivalents | (601) | (415) | (210) |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $694 | $1,295 | $1,710 |

Operating	Cash	Flow	Activity

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

Entergy's	cash	flow	provided	by	operating	activities	increased	$993	million	in	2010	compared	to	2009	primarily	due	to	the	receipt	in	July	2010	of	$703	million	from	the	Louisiana	Utilities	Restoration Corporation	as	a	result	of	the	Louisiana	Act	55	storm	cost	financings,	as	noted	in	the	preceding	paragraph.		In	addition,	the	absence	of	the	Hurricane	Gustav,	Hurricane	Ike,	and	Arkansas	ice	storm restoration	spending	that	occurred	in	2009	also	contributed	to	the	increase.		These	factors	were	partially	offset	by	an	increase	of	$323	million	in	pension	contributions	at	Utility	and	Entergy	Wholesale Commodities	and	a	decrease	in	net	revenue	at	Entergy	Wholesale	Commodities.		See	"Critical	Accounting	Estimates	-	Qualified	Pension	and	Other	Postretirement	Benefits"	below	and	also	Note	11 to	the	financial	statements	for	further	discussion	of	pension	funding.

# Investing	Activities

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

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

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

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

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

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

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

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

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

·  the	sale	of	an	Entergy	Wholesale	Commodities	subsidiary's	ownership	interest	in	the	Harrison	County	Power	Project	for	proceeds	of	$219	million	in	2010.		The	sale	is	described	in	more	detail	in Note	15	to	the	financial	statements.

# Financing	Activities

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

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

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

# Rate,	Cost-recovery,	and	Other	Regulation

# State	and	Local	Rate	Regulation	and	Fuel-Cost	Recovery

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

# Federal	Regulation

# Independent	Coordinator	of	Transmission

In	2000,	the	FERC	issued	an	order	encouraging	utilities	to	voluntarily	place	their	transmission	facilities	under	the	control	of	independent	RTOs	(regional	transmission	organizations).		Delays	in implementing	the	FERC	RTO	order	occurred	due	to	a	variety	of	reasons,	including	the	fact	that	utility	companies,	other	stakeholders,	and	federal	and	state	regulators	have	had	to	work	to	resolve	various issues	related	 to	 the	establishment	of	such	RTOs.	 	In	November	2006,	 the	Utility	operating	companies	 installed	 the	Southwest	Power	Pool	(SPP),	a	regional	 transmission	organization,	as	 their Independent	Coordinator	of	Transmission	(ICT).		The	installation	does	not	transfer	control	of	Entergy's	transmission	system	to	the	ICT,	but	rather	vests	with	the	ICT	responsibility	for:

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

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

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

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

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

The	FERC,	in	conjunction	with	the	APSC,	the	LPSC,	the	MPSC,	the	PUCT,	and	the	City	Council,	hosted	a	conference	on	June	24,	2009,	to	discuss	the	ICT	arrangement	and	transmission	access	on	the Entergy	transmission	system.		During	the	conference,	several	issues	were	raised	by	regulators	and	market	participants,	including	the	adequacy	of	the	Utility	operating	companies'	capital	investment	in	the transmission	 system,	 the	 Utility	 operating	 companies'	 compliance	 with	 the	 existing	 North	American	 Electric	 Reliability	 Corporation	 (NERC)	 reliability	 planning	 standards,	 the	 availability	 of transmission	service	across	the	system,	and	whether	the	Utility	operating	companies	could	have	purchased	lower	cost	power	from	merchant	generators	located	on	the	transmission	system	rather	than running	their	older	generating	facilities.		On	July	20,	2009,	the	Utility	operating	companies	filed	comments	with	the	FERC	responding	to	the	issues	raised	during	the	conference.		The	comments	explain that:	1)	the	Utility	operating	companies	believe	that	the	ICT	arrangement	has	fulfilled	its	objectives;	2)	the	Utility	operating	companies'	transmission

Entergy	Corporation	and	Subsidiaries Management's	Financial	Discussion	and	Analysis

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

The	Entergy	Regional	State	Committee	(E-RSC),	which	is	comprised	of	representatives	from	all	of	the	Utility	operating	companies'	retail	regulators,	has	been	formed	to	consider	several	of	these	issues related	to	Entergy's	transmission	system.		Among	other	things,	the	E-RSC	in	concert	with	the	FERC	conducted	a	cost/benefit	analysis	comparing	the	ICT	arrangement	to	other	transmission	proposals, including	participation	in	a	regional	transmission	organization.

In	September	2010,	as	modified	in	October	2010,	the	Utility	operating	companies	filed	a	request	for	a	two-year	interim	extension,	with	certain	modifications,	of	the	ICT	arrangement,	which	was scheduled	to	expire	on	November	17,	2010.		In	November	2010	the	FERC	issued	an	order	accepting	the	Utility	operating	companies'	proposal	to	extend	the	ICT	arrangement	with	SPP	by	an	additional term	of	two	years,	providing	time	for	analysis	of	longer	term	structures.		In	addition,	in	December	2010	the	FERC	issued	an	order	that	granted	the	E-RSC	additional	authority	over	transmission	upgrades and	cost	allocation.

# System	Agreement

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

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

Citing	its	concerns	that	the	benefits	of	its	continued	participation	in	the	current	form	of	the	System	Agreement	have	been	seriously	eroded,	in	December	2005,	Entergy	Arkansas	submitted	its notice	that	it	will	terminate	its	participation	in	the	current	System	Agreement	effective	ninety-six	(96)	months	from	the	date	of	the	notice	or	such	earlier	date	as	authorized	by	the	FERC.

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

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

In	November	2009	the	FERC	accepted	the	notices	of	cancellation	and	determined	that	Entergy	Arkansas	and	Entergy	Mississippi	are	permitted	to	withdraw	from	the	System	Agreement	following	the	96 month	notice	period	without	payment	of	a	fee	or	the	requirement	to	otherwise	compensate	the	remaining	Utility	operating	companies	as	a	result	of	withdrawal.		In	February	2011	the	FERC	denied	the LPSC's	and	the	City	Council's	rehearing	requests.		The	LPSC	has	appealed	the	FERC's	decision	to	the	U.S.	Court	of	Appeals	for	the	District	of	Columbia	and	oral	argument	was	held	January	13,	2012.

# Arkansas	Public	Service	Commission	System	Agreement	Investigation

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

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

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

# Entergy's	Proposal	to	Join	the	MISO	RTO

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

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

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

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

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

# Notice	to	SERC	Reliability	Corporation	Regarding	Reliability	Standards	and	FERC	Investigation

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

# U.S.	Department	of	Justice	Investigation

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

# Market	and	Credit	Risk	Sensitive	Instruments

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

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

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

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

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

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

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

# Commodity	Price	Risk

# Power	Generation

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

# Energy

|  | 2012 | 2013 | 2014 | 2015 | 2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Percent\tof\tplanned\tgeneration\tsold\tforward: |  |  |  |  |  |
| Unit-contingent | 61% | 38% | 14% | 12% | 12% |
| \t\t\t\t\t\tUnit-contingent\twith\tguarantee\tof\tavailability\t(1) | 16% | 19% | 15% | \t13% | \t13% |
| Firm\tLD | 24% | 24% | 10% | -% | -% |
| Offsetting\tpositions | (13)% | -% | -% | -% | -% |
| Total\tenergy\tsold\tforward | 88% | 81% | 39% | 25% | 25% |
| Planned\tgeneration\t(TWh)\t(2)\t(3) | 41 | 40 | 41 | 41 | 40 |
| Average\trevenue\tunder\tcontract\tper\tMWh\t(4) | $49 | $45-50 | $49-54 | $49-57 | $50-59 |

|  | 2012 | 2013 | 2014 | 2015 | 2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Percent\tof\tcapacity\tsold\tforward: |  |  |  |  |  |
| Bundled\tcapacity\tand\tenergy\tcontracts | 18% | 16% | 16% | 16% | 16% |
| Capacity\tcontracts | 39% | 26% | 25% | 11% | \t-% |
| Total\tcapacity\tsold\tforward | 57% | 42% | 41% | 27% | 16% |
| Planned\tnet\tMW\tin\toperation\t(3) | 4,998 | 4,998 | 4,998 | 4,998 | 4,998 |
| Average\trevenue\tunder\tcontract\tper\tkW\tper\tmonth\n(applies\tto\tcapacity\tcontracts\tonly) | $2.4 | $3.2 | $3.1 | $2.9 | $- |
| Blended\tCapacity\tand\tEnergy\tRecap\t(based\ton\trevenues) |  |  |  |  |  |
| %\tof\tplanned\tgeneration\tand\tcapacity\tsold\tforward | 90% | 80% | 43% | 27% | 26% |
| Average\trevenue\tunder\tcontract\tper\tMWh\t(4) | $51 | $47 | $51 | $52 | $52 |

(1) A	sale	of	power	on	a	unit-contingent	basis	coupled	with	a	guarantee	of	availability	provides	for	the	payment	to	the power	purchaser	of	contract	damages,	if	incurred,	in	the	event	the	seller	fails	to	deliver	power	as	a	result	of	the failure	of	the	specified	generation	unit	to	generate	power	at	or	above	a	specified	availability	threshold.		All	of Entergy's	outstanding	guarantees	of	availability	provide	for	dollar	limits	on	Entergy's	maximum	liability	under such	guarantees.

(2) Amount	of	output	expected	to	be	generated	by	Entergy	Wholesale	Commodities	nuclear	units	considering	plant operating	characteristics,	outage	schedules,	and	expected	market	conditions	which	impact	dispatch.

(3) Assumes	 NRC	 license	 renewal	 for	 plants	 whose	 current	 licenses	 expire	 within	 five	 years	 and	 the	 continued operation	of	all	six	plants.		NRC	license	renewal	applications	are	in	process	for	three	units,	as	follows	(with current	license	expirations	in	parentheses):	Pilgrim	(June	2012),	Indian	Point	2	(September	2013),	and	Indian Point	3	(December	2015).		For	a	discussion	regarding	the	continued	operation	of	the	Vermont	Yankee	plant,	see "Impairment	of	Long-Lived	Assets"	in	Note	1	to	the	financial	statements.

(4) Revenue	on	a	per	unit	basis	at	which	generation	output,	capacity,	or	a	combination	of	both	is	expected	to	be	sold to	third	parties	(including	offsetting	positions),	given	existing	contract	or	option	exercise	prices	based	on	expected dispatch	 or	 capacity,	 excluding	 the	 revenue	 associated	 with	 the	 amortization	 of	 the	 below-market	 PPA	 for Palisades.	 	 Revenue	 may	 fluctuate	 due	 to	 factors	 including	 positive	 or	 negative	 basis	 differentials,	 option premiums	and	market	prices	at	time	of	option	expiration,	costs	to	convert	firm	LD	to	unit-contingent,	and	other risk	management	costs.		Also,	average	revenue	under	contract	excludes	payments	owed	under	the	value	sharing agreement	with	NYPA.

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

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

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

As	of	December	31,	2011,	substantially	all	of	the	counterparties	or	their	guarantors	for	100%	of	the	planned	energy	output	under	contract	for	Entergy	Wholesale	Commodities	nuclear	plants	through 2016	have	public	investment	grade	credit	ratings.

# Nuclear	Matters

After	the	nuclear	incident	in	Japan	resulting	from	the	March	2011	earthquake	and	tsunami,	the	NRC	established	a	task	force	to	conduct	a	review	of	processes	and	regulations	relating	to	nuclear	facilities in	the	United	States.		The	task	force	issued	a	near	term	(90-day)	report	in	July	2011	that	has	made	recommendations,	which	are	currently	being	evaluated	by	the	NRC.		It	is	anticipated	that	the	NRC	will issue	certain	orders	and	requests	for	information	to	nuclear	plant	licensees	by	the	end	of	the	first	quarter	2012	that	will	begin	to	implement	the	task	force's	recommendations.		These	orders	may	require U.S.	nuclear	operators,	including	Entergy,	to	undertake	plant	modifications	or	perform	additional	analyses	that	could,	among	other	things,	result	in	increased	costs	and	capital	requirements	associated with	operating	Entergy's	nuclear	plants.

# Critical	Accounting	Estimates

The	preparation	of	Entergy's	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to	apply	appropriate	accounting	policies	and	to	make estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results	of	operations,	and	cash	flows.		Management	has	identified	the	following	accounting	policies	and	estimates as	critical	because	they	are	based	on	assumptions	and

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

# Nuclear	Decommissioning	Costs

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

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

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

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

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

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

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

											In	the	fourth	quarter	2011,	Entergy	Wholesale	Commodities	recorded	a	reduction	of	$34.1	million	in	its	decommissioning	cost	liability	for	a	plant	as	a	result	of	a	revised	decommissioning	cost study	obtained	to	comply	with	a	state	regulatory	requirement.		The	revised	cost	study	resulted	in	a	change	in	the	undiscounted	cash	flows	and	a	credit	to	decommissioning	expense	of	$34.1	million	($21 million	net-of-tax)	was	recorded,	reflecting	the	excess	of	the	reduction	in	the	liability	over	the	amount	of	undepreciated	assets.

# Unbilled	Revenue

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

# Impairment	of	Long-lived	Assets	and	Trust	Fund	Investments

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

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

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

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

·  Market	value	of	generation	assets	-	Valuing	assets	held	for	sale	requires	estimating	the	current	market	value	of	generation	assets.		While	market	transactions	provide	evidence	for	this	valuation,

the	market	for	such	assets	is	volatile	and	the	value	of	individual	assets	is	impacted	by	factors	unique	to	those	assets.

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

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

For	additional	discussion	regarding	the	continued	operation	of	the	Vermont	Yankee	plant,	see	"Impairment	of	Long-Lived	Assets"	in	Note	1	to	the	financial	statements.

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

# Qualified	Pension	and	Other	Postretirement	Benefits

Entergy	sponsors	qualified,	defined	benefit	pension	plans	which	cover	substantially	all	employees.		Additionally,	Entergy	currently	provides	postretirement	health	care	and	life	insurance benefits	for	substantially	all	employees	who	reach	retirement	age	and	meet	certain	eligibility	requirements	while	still	working	for	Entergy.		Entergy's	reported	costs	of	providing	these	benefits,	as described	 in	Note	11	 to	 the	financial	statements,	are	 impacted	by	numerous	factors	 including	 the	provisions	of	 the	plans,	changing	employee	demographics,	and	various	actuarial	calculations, assumptions,	and	accounting	mechanisms.		Because	of	the	complexity	of	these	calculations,	the	long-term	nature	of	these	obligations,	and	the	importance	of	the	assumptions	utilized,	Entergy's	estimate of	these	costs	is	a	critical	accounting	estimate	for	the	Utility	and	Entergy	Wholesale	Commodities	segments.

# Assumptions

Key	actuarial	assumptions	utilized	in	determining	these	costs	include:

·  Discount	rates	used	in	determining	future	benefit	obligations;

·  Projected	health	care	cost	trend	rates;

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

·  Rate	of	increase	in	future	compensation	levels;

·  Retirement	rates;	and

·  Mortality	rates.

Entergy	reviews	the	first	four	assumptions	listed	above	on	an	annual	basis	and	adjusts	them	as	necessary.		The	falling	interest	rate	environment	and	volatility	in	the	financial	equity	markets	have impacted	Entergy's	funding	and	reported	costs	for	these	benefits.		In	addition,	these	trends	have	caused	Entergy	to	make	a	number	of	adjustments	to	its	assumptions.

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

In	selecting	an	assumed	discount	rate	to	calculate	benefit	obligations,	Entergy	reviews	market	yields	on	high-quality	corporate	debt	and	matches	these	rates	with	Entergy's	projected	stream	of benefit	payments.		Based	on	recent	market	trends,	the	discount	rates	used	to	calculate	its	qualified	pension	benefit	obligation	decreased	from	a	range	of	5.6%	to	5.7%	for	its	specific	pension	plans	in	2010 to	a	range	of	5.1%	to	5.2%	in	2011.		The	discount	rate	used	to	calculate	its	other	postretirement	benefit	obligation	also	decreased	from	5.5%	in	2010	to	5.1%	in	2011.

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

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

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

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

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

Entergy's	expected	long	term	rate	of	return	on	qualified	pension	assets	used	to	calculate	2011,	2010	and	2009	qualified	pension	costs	was	8.5%	and	will	be	8.5%	for	2012.		Entergy's	expected long	term	rate	of	return	on	non-taxable	other	postretirement	assets	used	to	calculate	other	postretirement	costs	was	7.75%	for	2011	and	2010,	8.5%	for	2009	and	will	be	8.5%	for	2012.		For	Entergy's taxable	postretirement	assets,	the	expected	long	term	rate	of	return	was	5.5%	for	2011	and	2010,	6%	for	2009	and	will	be	6.5%	in	2012.

# Cost	Sensitivity

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

|  |  | Impact	on	2011 | Impact	on	Qualified |
| :--- | :--- | :--- | :--- |
|  | Change\tin | Qualified\tPension | Projected |
| Actuarial\tAssumption | Assumption | Cost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $17,145 | $188,246 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $8,863 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $7,503 | $41,227 |

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

|  | Change	in | Impact	on	2011 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $8,900 | $52,730 |
| Discount\trate | (0.25%) | $6,622 | $62,316 |

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

# Accounting	Mechanisms

Accounting	standards	require	an	employer	to	recognize	in	its	balance	sheet	the	funded	status	of	its	benefit	plans.		Refer	to	Note	11	to	the	financial	statements	for	a	further	discussion	of	Entergy's	funded status.

In	accordance	with	pension	accounting	standards,	Entergy	utilizes	a	number	of	accounting	mechanisms	that	reduce	the	volatility	of	reported	pension	costs.		Differences	between	actuarial assumptions	and	actual	plan	results	are	deferred	and	are	amortized	into	expense	only	when	the	accumulated	differences	exceed	10%	of	the	greater	of	the	projected	benefit	obligation	or	the	market-related value	of	plan	assets.		If	necessary,	the	excess	is	amortized	over	the	average	remaining	service	period	of	active	employees.

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

# Costs	and	Funding

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

Minimum	required	funding	calculations	as	determined	under	Pension	Protection	Act	guidance	are	performed	annually	as	of	January	1	of	each	year	and	are	based	on	measurements	of	the	assets	and funding	liabilities	as	measured	at	that	date.		Any	excess	of	the	funding	liability	over	the	calculated	fair	market	value	of	assets	results	in	a	funding	shortfall	which,	under	the	Pension	Protection	Act,	must be	funded	over	a	seven-year	rolling	period.		The	Pension	Protection	Act	also	imposes	certain	plan	limitations	if	the	funded	percentage,	which	is	based	on	a	calculated	fair	market	values	of	assets	divided by	funding	liabilities,	does	not	meet	certain	thresholds.	For	funding	purposes,	asset	gains	and	losses	are	smoothed	in	to	the	calculated	fair	market	value	of	assets	and	the	funding	liability	is	based	upon	a weighted	average	24-month	corporate	bond	rate	published	by	the	U.S.	Treasury;	therefore,	periodic	changes	in	asset	returns	and	interest	rates	can	affect	funding	shortfalls	and	future	cash	contributions.

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

# Federal	Healthcare	Legislation

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

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

·  Change	in	coverage	limits	for	dependents;	and

·  Elimination	of	lifetime	caps.

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

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

# Other	Contingencies

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

# Environmental

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

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

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

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

# Litigation

Entergy	is	regularly	named	as	a	defendant	in	a	number	of	lawsuits	involving	employment,	customers,	and	injuries	and	damages	issues,	among	other	matters.		Entergy	periodically	reviews	the cases	in	which	it	has	been	named	as	defendant	and	assesses	the	likelihood	of	loss	in	each	case	as	probable,	reasonably	estimable,	or	remote	and	records	reserves	for	cases	which	have	a	probable likelihood	of	loss	and	can	be	estimated.		Given	the	environment	in	which	Entergy	operates,	and	the	unpredictable	nature	of	many	of	the	cases	in	which	Entergy	is	named	as	a	defendant,	the	ultimate outcome	of	the	litigation	to	which	Entergy	is	exposed	has	the	potential	to	materially	affect	the	results	of	operations	of	Entergy	or	Registrant	Subsidiaries.

# Uncertain	Tax	Positions

Entergy's	 operations,	 including	 acquisitions	 and	 divestitures,	 require	 Entergy	 to	 evaluate	 risks	 such	 as	 the	 potential	 tax	 effects	 of	 a	 transaction,	 or	 warranties	 made	 in	 connection	 with	 such	 a transaction.		Entergy	believes	that	it	has	adequately	assessed	and	provided	for	these	types	of	risks,	where	applicable.		Any	provisions	recorded	for	these	types	of	issues,	however,	could	be	significantly affected	by	events	such	as	claims	made	by	third	parties	under	warranties,	additional	transactions	contemplated	by	Entergy,	or	completion	of	reviews	of	the	tax	treatment	of	certain	transactions	or	issues by	taxing	authorities.

# New	Accounting	Pronouncements

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

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

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

# REPORT	OF	MANAGEMENT

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

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

Entergy	Corporation	and	the	Registrant	Subsidiaries'	independent	registered	public	accounting	firm,	Deloitte	&	Touche	LLP,	has	issued	an	attestation	report	on	the	effectiveness	of	Entergy's	internal control	over	financial	reporting	as	of	December	31,	2011,	which	is	included	herein	on	pages	400	through	407.

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

Based	on	management's	assessment	of	internal	controls	using	the	COSO	criteria,	management	believes	that	Entergy	and	each	of	the	Registrant	Subsidiaries	maintained	effective	internal	control	over financial	reporting	as	of	December	31,	2011.		Management	further	believes	that	this	assessment,	combined	with	the	policies	and	procedures	noted	above,	provides	reasonable	assurance	that	Entergy's and	each	of	the	Registrant	Subsidiaries'	financial	statements	are	fairly	and	accurately	presented	in	accordance	with	generally	accepted	accounting	principles.

Chairman	of	the	Board,	President,	and	Chief	Executive	Officer	of	Entergy	Texas,	Inc.

THEODORE	H.	BUNTING,	JR.

Senior	Vice	President	and	Chief	Accounting	Officer	(and	acting	principal	financial	officer)	of Entergy	Arkansas,	Inc.,	Entergy	Gulf	States	Louisiana,	L.L.C.,	Entergy	Louisiana,	LLC,

Entergy	Mississippi,	Inc.,	Entergy	New	Orleans,	Inc.,	and	Entergy	Texas,	Inc.

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

WANDA	C.	CURRY

Vice	President	and	Chief	Financial	Officer	of	System	Energy	Resources,	Inc.

# SELECTED	FINANCIAL	DATA	-	FIVE-YEAR	COMPARISON

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tThousands,\tExcept\tPercentages\tand\tPer\tShare\tAmounts) | (In\tThousands,\tExcept\tPercentages\tand\tPer\tShare\tAmounts) |  |  |
| Operating\trevenues | \t$11,229,073 | \t$11,487,577 | \t$10,745,650 | \t$13,093,756 | \t$11,484,398 |
| Income\tfrom\tcontinuing\toperations | \t$1,367,372 | \t$1,270,305 | \t$1,251,050 | \t$1,240,535 | \t$1,159,954 |
| Earnings\tper\tshare\tfrom\tcontinuing\toperations: |  |  |  |  |  |
| \t\tBasic | \t$7.59 | \t$6.72 | \t$6.39 | \t$6.39 | \t$5.77 |
| \t\tDiluted | \t$7.55 | \t$6.66 | \t$6.30 | \t$6.20 | \t$5.60 |
| Dividends\tdeclared\tper\tshare | \t$3.32 | \t$3.24 | \t$3.00 | \t$3.00 | \t$2.58 |
| Return\ton\tcommon\tequity | 15.43% | 14.61% | 14.85% | 15.42% | 14.13% |
| Book\tvalue\tper\tshare,\tyear-end | \t$52.16 | \t$47.53 | \t$45.54 | \t$42.07 | \t$40.71 |
| Total\tassets | \t$40,701,699 | \t$38,685,276 | \t$37,561,953 | \t$36,616,818 | \t$33,643,002 |
| Long-term\tobligations\t(1) | \t$10,268,645 | \t$11,575,973 | \t$11,277,314 | \t$11,734,411 | \t$10,165,735 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt),	noncurrent	capital	lease	obligations,	and	subsidiary	preferred	stock	without	sinking	fund	that	is	not	presented	as	equity	on	the	balance sheet.

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Utility\tElectric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$3,369 | \t$3,375 | \t$2,999 | \t$3,610 | \t$3,228 |
| \t\tCommercial | 2,333 | 2,317 | 2,184 | 2,735 | 2,413 |
| \t\tIndustrial | 2,307 | 2,207 | 1,997 | 2,933 | 2,545 |
| \t\tGovernmental | 205 | 212 | 204 | 248 | 221 |
| \t\t\t\t\tTotal\tretail | 8,214 | 8,111 | 7,384 | 9,526 | 8,407 |
| \t\tSales\tfor\tresale | 216 | 389 | 206 | 325 | 393 |
| \t\tOther | 244 | 241 | 290 | 222 | 246 |
| \t\t\t\t\tTotal | \t$8,674 | \t$8,741 | \t$7,880 | \t$10,073 | \t$9,046 |
| Utility\tBilled\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 36,684 | 37,465 | 33,626 | 33,047 | 33,281 |
| \t\tCommercial | 28,720 | 28,831 | 27,476 | 27,340 | 27,408 |
| \t\tIndustrial | 40,810 | 38,751 | 35,638 | 37,843 | 38,985 |
| \t\tGovernmental | 2,474 | 2,463 | 2,408 | 2,379 | 2,339 |
| \t\t\t\t\tTotal\tretail | 108,688 | 107,510 | 99,148 | 100,609 | 102,013 |
| \t\tSales\tfor\tresale | 4,111 | 4,372 | 4,862 | 5,401 | 6,145 |
| \t\t\t\t\tTotal | 112,799 | 111,882 | 104,010 | 106,010 | 108,158 |
| Competitive\tBusinesses: |  |  |  |  |  |
| \t\tOperating\tRevenues | \t$2,390 | \t$2,549 | \t$2,693 | \t$2,779 | \t$2,232 |
| \t\tBilled\tElectric\tEnergy\tSales\t(GWh) | 43,520 | 42,682 | 43,969 | 44,747 | 40,916 |

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# To	the	Board	of	Directors	and	Shareholders	of

# New	Orleans,	Louisiana

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Corporation	and	Subsidiaries	(the	"Corporation")	as	of	December	31,	2011	and	2010,	and	the	related	consolidated income	statements,	consolidated	statements	of	comprehensive	income,	consolidated	statements	of	cash	flows,	and	consolidated	statements	of	changes	in	equity	for	each	of	the	three	years	in	the period	ended	December	31,	2011.	These	financial	statements	are	the	responsibility	of	the	Corporation's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements based	on	our	audits.

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

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Corporation	and	Subsidiaries	as	of	December	31,	2011	and	2010, and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the United	States	of	America.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Corporation's	internal	control	over	financial	reporting	as	of December	31,	2011,	based	on	the	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	and	our report	dated	February	27,	2012	expressed	an	unqualified	opinion	on	the	Corporation's	internal	control	over	financial	reporting.

/s/	DELOITTE	&	TOUCHE	LLP

New	Orleans,	Louisiana February	27,	2012

# CONSOLIDATED	INCOME	STATEMENTS

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  | \t\t(In\tThousands,\tExcept\tShare\tData) | \t\t(In\tThousands,\tExcept\tShare\tData) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$8,673,517 | \t$8,740,637 | \t$7,880,016 |
| Natural\tgas | 165,819 | 197,658 | 172,213 |
| Competitive\tbusinesses | 2,389,737 | 2,549,282 | 2,693,421 |
| TOTAL | 11,229,073 | 11,487,577 | 10,745,650 |
| OPERATING\tEXPENSES |  |  |  |
| Operating\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 2,492,714 | 2,518,582 | 2,309,831 |
| \t\t\tPurchased\tpower | 1,564,967 | 1,659,416 | 1,395,203 |
| \t\t\tNuclear\trefueling\toutage\texpenses | 255,618 | 256,123 | 241,310 |
| \t\t\tOther\toperation\tand\tmaintenance | 2,867,758 | 2,969,402 | 2,750,810 |
| Decommissioning | 190,595 | 211,736 | 199,063 |
| Taxes\tother\tthan\tincome\ttaxes | 536,026 | 534,299 | 503,859 |
| Depreciation\tand\tamortization | 1,102,202 | 1,069,894 | 1,082,775 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 205,959 | 44,921 | (21,727) |
| TOTAL | 9,215,839 | 9,264,373 | 8,461,124 |
| Gain\ton\tsale\tof\tbusiness | - | 44,173 | - |
| OPERATING\tINCOME | 2,013,234 | 2,267,377 | 2,284,526 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 84,305 | 59,381 | 59,545 |
| Interest\tand\tinvestment\tincome | 129,134 | 185,455 | 236,628 |
| Other\tthan\ttemporary\timpairment\tlosses | (140) | (1,378) | (86,069) |
| Miscellaneous\t-\tnet | (59,271) | (48,124) | (40,396) |
| TOTAL | 154,028 | 195,334 | 169,708 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 551,521 | 610,146 | 603,679 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (37,894) | (34,979) | (33,235) |
| TOTAL | 513,627 | 575,167 | 570,444 |
| INCOME\tBEFORE\tINCOME\tTAXES | 1,653,635 | 1,887,544 | 1,883,790 |
| Income\ttaxes | 286,263 | 617,239 | 632,740 |
| CONSOLIDATED\tNET\tINCOME | 1,367,372 | 1,270,305 | 1,251,050 |
| Preferred\tdividend\trequirements\tof\tsubsidiaries | 20,933 | 20,063 | 19,958 |
| NET\tINCOME\tATTRIBUTABLE\tTO\tENTERGY\tCORPORATION | \t$1,346,439 | \t$1,250,242 | \t$1,231,092 |
| Earnings\tper\taverage\tcommon\tshare: |  |  |  |
| \t\t\t\tBasic | \t$7.59 | \t$6.72 | \t$6.39 |
| \t\t\t\tDiluted | \t$7.55 | \t$6.66 | \t$6.30 |
| Dividends\tdeclared\tper\tcommon\tshare | \t$3.32 | \t$3.24 | \t$3.00 |
| Basic\taverage\tnumber\tof\tcommon\tshares\toutstanding | 177,430,208 | 186,010,452 | 192,772,032 |
| Diluted\taverage\tnumber\tof\tcommon\tshares\toutstanding | 178,370,695 | 187,814,235 | 195,838,068 |

See	Notes	to	Financial	Statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tIncome | \t$1,367,372 | \t$1,270,305 | \t$1,251,050 |
| Other\tcomprehensive\tincome\t(loss) |  |  |  |
| \t\t\tCash\tflow\thedges\tnet\tunrealized\tgain\t(loss) |  |  |  |
| \t\t\t\t\t(net\tof\ttax\texpense\t(benefit)\tof\t$34,411,\t($7,088),\tand\t$333) | 71,239 | (11,685) | (2,887) |
| \t\t\tPension\tand\tother\tpostretirement\tliabilities |  |  |  |
| \t\t\t\t\t(net\tof\ttax\tbenefit\tof\t$131,198,\t$14,387,\tand\t$34,415) | (223,090) | (8,527) | (35,707) |
| \t\t\tNet\tunrealized\tinvestment\tgains |  |  |  |
| \t\t\t\t\t(net\tof\ttax\texpense\tof\t$19,368,\t$51,130,\tand\t$102,845) | 21,254 | 57,523 | 82,929 |
| \t\t\tForeign\tcurrency\ttranslation |  |  |  |
| \t\t\t\t\t(net\tof\ttax\texpense\t(benefit)\tof\t$192,\t($182),\tand\t($246)) | 357 | (338) | (457) |
| \t\t\t\t\t\t\t\t\tOther\tcomprehensive\tincome\t(loss) | (130,240) | 36,973 | 43,878 |
| Comprehensive\tIncome | 1,237,132 | 1,307,278 | 1,294,928 |
| Preferred\tdividend\trequirements\tof\tsubsidiaries | 20,933 | 20,063 | 19,958 |
| Comprehensive\tIncome\tAttributable\tto\tEntergy\tCorporation | \t$1,216,199 | \t$1,287,215 | \t$1,274,970 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Consolidated\tnet\tincome | \t$1,367,372 | \t$1,270,305 | \t$1,251,050 |
| Adjustments\tto\treconcile\tconsolidated\tnet\tincome\tto\tnet\tcash\tflow |  |  |  |
| \tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning,\tincluding\tnuclear\tfuel\tamortization | 1,745,455 | 1,705,331 | 1,458,861 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (280,029) | 718,987 | 864,684 |
| \t\tGain\ton\tsale\tof\tbusiness | - | (44,173) | - |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\t\tReceivables | 28,091 | (99,640) | 116,444 |
| \t\t\t\t\tFuel\tinventory | 5,393 | (10,665) | 19,291 |
| \t\t\t\t\tAccounts\tpayable | (131,970) | 216,635 | (14,251) |
| \t\t\t\t\tPrepaid\ttaxes\tand\ttaxes\taccrued | 580,042 | (116,988) | (260,029) |
| \t\t\t\t\tInterest\taccrued | (34,172) | 17,651 | 4,974 |
| \t\t\t\t\tDeferred\tfuel | (55,686) | 8,909 | 72,314 |
| \t\t\t\t\tOther\tworking\tcapital\taccounts | 41,875 | (160,326) | (43,391) |
| \t\t\tChange\tin\tprovisions\tfor\testimated\tlosses | (11,086) | 265,284 | (12,030) |
| \t\t\tChange\tin\tother\tregulatory\tassets | (673,244) | 339,408 | (415,157) |
| \t\t\tChange\tin\tpension\tand\tother\tpostretirement\tliabilities | 962,461 | (80,844) | 71,789 |
| \t\t\tOther | (415,685) | (103,793) | (181,391) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 3,128,817 | 3,926,081 | 2,933,158 |
| \t\tINVESTING\tACTIVITIES |  |  |  |
| Construction/capital\texpenditures | (2,040,027) | (1,974,286) | (1,931,245) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 86,252 | 59,381 | 59,545 |
| Nuclear\tfuel\tpurchases | (641,493) | (407,711) | (525,474) |
| Proceeds\tfrom\tsale/leaseback\tof\tnuclear\tfuel | - | - | 284,997 |
| Proceeds\tfrom\tsale\tof\tassets\tand\tbusinesses | 6,531 | 228,171 | 39,554 |
| Payments\tfor\tpurchases\tof\tplants | (646,137) | - | - |
| Insurance\tproceeds\treceived\tfor\tproperty\tdamages | - | 7,894 | 53,760 |
| Changes\tin\ttransition\tcharge\taccount | (7,260) | (29,945) | (1,036) |
| NYPA\tvalue\tsharing\tpayment | (72,000) | (72,000) | (72,000) |
| Payments\tto\tstorm\treserve\tescrow\taccount | (6,425) | (296,614) | (6,802) |
| Receipts\tfrom\tstorm\treserve\tescrow\taccount | - | 9,925 | - |
| Decrease\t(increase)\tin\tother\tinvestments | (11,623) | 24,956 | 100,956 |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 1,360,346 | 2,606,383 | 2,570,523 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (1,475,017) | (2,730,377) | (2,667,172) |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (3,446,853) | (2,574,223) | (2,094,394) |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof: |  |  |  |
| \t\tLong-term\tdebt | 2,990,881 | 3,870,694 | 2,003,469 |
| \t\tCommon\tstock\tand\ttreasury\tstock | 46,185 | 51,163 | 28,198 |
| Retirement\tof\tlong-term\tdebt | (2,437,372) | (4,178,127) | (1,843,169) |
| Repurchase\tof\tcommon\tstock | (234,632) | (878,576) | (613,125) |
| Redemption\tof\tsubsidiary\tcommon\tand\tpreferred\tstock | (30,308) | - | (1,847) |
| Changes\tin\tcredit\tborrowings\t-\tnet | (6,501) | (8,512) | (25,000) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (589,605) | (603,854) | (576,956) |
| \t\tPreferred\tstock | (20,933) | (20,063) | (19,958) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (282,285) | (1,767,275) | (1,048,388) |
| Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | 287 | 338 | (1,316) |
| Net\tdecrease\tin\tcash\tand\tcash\tequivalents | (600,034) | (415,079) | (210,940) |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 1,294,472 | 1,709,551 | 1,920,491 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$694,438 | \t$1,294,472 | \t$1,709,551 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| \t\tCash\tpaid\t(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\t\t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$532,271 | \t$534,004 | \t$576,811 |
| \t\t\t\tIncome\ttaxes | \t$(2,042) | \t$32,144 | \t$43,057 |
| \t\t\tNoncash\tfinancing\tactivities: |  |  |  |
| \t\t\t\t\tLong-term\tdebt\tretired\t(equity\tunit\tnotes) | \t$- | \t$- | \t$(500,000) |
| \t\t\t\t\tCommon\tstock\tissued\tin\tsettlement\tof\tequity\tunit\tpurchase\tcontracts | \t$- | \t$- | \t$500,000 |

# CONSOLIDATED	BALANCE	SHEETS

# ASSETS

| Cash | $81,468 | $76,290 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 612,970 | 1,218,182 |
| \t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 694,438 | 1,294,472 |
| Securitization\trecovery\ttrust\taccount | 50,304 | 43,044 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 568,558 | 602,796 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (31,159) | (31,777) |
| \t\tOther | 166,186 | 161,662 |
| \t\tAccrued\tunbilled\trevenues | 298,283 | 302,901 |
| \t\t\t\t\tTotal\taccounts\treceivable | 1,001,868 | 1,035,582 |
| Deferred\tfuel\tcosts | 209,776 | 64,659 |
| Accumulated\tdeferred\tincome\ttaxes | 9,856 | 8,472 |
| Fuel\tinventory\t-\tat\taverage\tcost | 202,132 | 207,520 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 894,756 | 866,908 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 231,031 | 218,423 |
| System\tagreement\tcost\tequalization | 36,800 | 52,160 |
| Prepaid\ttaxes | - | 301,807 |
| Prepayments\tand\tother | 291,742 | 246,036 |
| TOTAL | 3,622,703 | 4,339,083 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliates\t-\tat\tequity | 44,876 | 40,697 |
| Decommissioning\ttrust\tfunds | 3,788,031 | 3,595,716 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 260,436 | 257,847 |
| Other | 416,423 | 405,946 |
| TOTAL | 4,509,766 | 4,300,206 |
| PROPERTY,\tPLANT\tAND\tEQUIPMENT |  |  |
| Electric | 39,385,524 | 37,153,061 |
| Property\tunder\tcapital\tlease | 809,449 | 800,078 |
| Natural\tgas | 343,550 | 330,608 |
| Construction\twork\tin\tprogress | 1,779,723 | 1,661,560 |
| Nuclear\tfuel | 1,546,167 | 1,377,962 |
| TOTAL\tPROPERTY,\tPLANT\tAND\tEQUIPMENT | 43,864,413 | 41,323,269 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 18,255,128 | 17,474,914 |
| PROPERTY,\tPLANT\tAND\tEQUIPMENT\t-\tNET | 25,609,285 | 23,848,355 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 799,006 | 845,725 |
| \t\tOther\tregulatory\tassets\t(includes\tsecuritization\tproperty\tof |  |  |
| \t\t\t\t\t$1,009,103\tas\tof\tDecember\t31,\t2011\tand\t$882,346\tas\tof |  |  |
| \t\t\t\t\tDecember\t31,\t2010) | 4,636,871 | 3,838,237 |
| \t\tDeferred\tfuel\tcosts | 172,202 | 172,202 |
| Goodwill | 377,172 | 377,172 |
| Accumulated\tdeferred\tincome\ttaxes | 19,003 | 54,523 |
| Other | 955,691 | 909,773 |
| TOTAL | 6,959,945 | 6,197,632 |
| TOTAL\tASSETS | \t$40,701,699 | \t$38,685,276 |

# LIABILITIES	AND	EQUITY

| Currently	maturing	long-term	debt | $2,192,733 | $299,548 |
| :--- | :--- | :--- |
| Notes\tpayable | 108,331 | 154,135 |
| Accounts\tpayable | 1,069,096 | 1,181,099 |
| Customer\tdeposits | 351,741 | 335,058 |
| Taxes\taccrued | 278,235 | - |
| Accumulated\tdeferred\tincome\ttaxes | 99,929 | 49,307 |
| Interest\taccrued | 183,512 | 217,685 |
| Deferred\tfuel\tcosts | 255,839 | 166,409 |
| Obligations\tunder\tcapital\tleases | 3,631 | 3,388 |
| Pension\tand\tother\tpostretirement\tliabilities | 44,031 | 39,862 |
| System\tagreement\tcost\tequalization | 80,090 | 52,160 |
| Other | 283,531 | 277,598 |
| TOTAL | 4,950,699 | 2,776,249 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 8,096,452 | 8,573,646 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 284,747 | 292,330 |
| Obligations\tunder\tcapital\tleases | 38,421 | 42,078 |
| Other\tregulatory\tliabilities | 728,193 | 539,026 |
| Decommissioning\tand\tasset\tretirement\tcost\tliabilities | 3,296,570 | 3,148,479 |
| Accumulated\tprovisions | 385,512 | 395,250 |
| Pension\tand\tother\tpostretirement\tliabilities | 3,133,657 | 2,175,364 |
| Long-term\tdebt\t(includes\tsecuritization\tbonds\tof\t$1,070,556\tas\tof |  |  |
| \t\t\tDecember\t31,\t2011\tand\t$931,131\tas\tof\tDecember\t31,\t2010) | 10,043,713 | 11,317,157 |
| Other | 501,954 | 618,559 |
| TOTAL | 26,509,219 | 27,101,889 |
| Commitments\tand\tContingencies |  |  |
| Subsidiaries'\tpreferred\tstock\twithout\tsinking\tfund | 186,511 | 216,738 |
| EQUITY |  |  |
| Common\tShareholders'\tEquity: |  |  |
| Common\tstock,\t$.01\tpar\tvalue,\tauthorized\t500,000,000\tshares; |  |  |
| \t\tissued\t254,752,788\tshares\tin\t2011\tand\tin\t2010 | 2,548 | 2,548 |
| Paid-in\tcapital | 5,360,682 | 5,367,474 |
| Retained\tearnings | 9,446,960 | 8,689,401 |
| Accumulated\tother\tcomprehensive\tloss | (168,452) | (38,212) |
| Less\t-\ttreasury\tstock,\tat\tcost\t(78,396,988\tshares\tin\t2011\tand |  |  |
| \t\t76,006,920\tshares\tin\t2010) | 5,680,468 | 5,524,811 |
| Total\tcommon\tshareholders'\tequity | 8,961,270 | 8,496,400 |
| Subsidiaries'\tpreferred\tstock\twithout\tsinking\tfund | 94,000 | 94,000 |
| TOTAL | 9,055,270 | 8,590,400 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$40,701,699 | \t$38,685,276 |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY

# Common	Shareholders'	Equity

|  | Subsidiaries'<br>Preferred	Stock | Common	Stock | Treasury	Stock | Paid-in	Capital | Retained	Earnings | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$94,000 | \t$2,482 | \t$(4,175,214) | \t$4,869,303 | \t$7,382,719 | \t$(112,698) | \t$8,060,592 |
| Consolidated\tnet\tincome\t(a) | 19,958 | - | - | - | 1,231,092 | - | 1,251,050 |
| Other\tcomprehensive\tincome | - | - | - | - | - | 43,878 | 43,878 |
| Common\tstock\trepurchases | - | - | (613,125) | - | - | - | (613,125) |
| Common\tstock\tissuances\tin |  |  |  |  |  |  |  |
| \t\tsettlement\tof\tequity\tunit |  |  |  |  |  |  |  |
| purchase |  |  |  |  |  |  |  |
| \t\tcontracts | - | 66 | - | 499,934 | - | - | 500,000 |
| Common\tstock\tissuances |  |  |  |  |  |  |  |
| related\tto |  |  |  |  |  |  |  |
| \t\tstock\tplans | - | - | 61,172 | 805 | - | - | 61,977 |
| Common\tstock\tdividends |  |  |  |  |  |  |  |
| declared | - | - | - | - | (576,913) | - | (576,913) |
| Preferred\tdividend\trequirements |  |  |  |  |  |  |  |
| of |  |  |  |  |  |  |  |
| \t\tsubsidiaries\t(a) | (19,958) | - | - | - | - | - | (19,958) |
| Capital\tstock\tand\tother |  |  |  |  |  |  |  |
| expenses | - | - | - | - | (141) | - | (141) |
| Adjustment\tfor\timplementation |  |  |  |  |  |  |  |
| of |  |  |  |  |  |  |  |
| \t\tnew\taccounting |  |  |  |  |  |  |  |
| pronouncement | - | - | - | - | 6,365 | (6,365) | - |
| Balance\tat\tDecember\t31,\t2009 | \t$94,000 | \t$2,548 | \t$(4,727,167) | \t$5,370,042 | \t$8,043,122 | \t$(75,185) | \t$8,707,360 |
| Consolidated\tnet\tincome\t(a) | 20,063 | - | - | - | 1,250,242 | - | 1,270,305 |
| Other\tcomprehensive\tincome | - | - | - | - | - | 36,973 | 36,973 |
| Common\tstock\trepurchases | - | - | (878,576) | - | - | - | (878,576) |
| Common\tstock\tissuances |  |  |  |  |  |  |  |
| related\tto |  |  |  |  |  |  |  |
| \t\tstock\tplans | - | - | 80,932 | (2,568) | - | - | 78,364 |
| Common\tstock\tdividends |  |  |  |  |  |  |  |
| declared | - | - | - | - | (603,963) | - | (603,963) |
| Preferred\tdividend\trequirements |  |  |  |  |  |  |  |
| of |  |  |  |  |  |  |  |
| \t\tsubsidiaries\t(a) | (20,063) | - | - | - | - | - | (20,063) |
| Balance\tat\tDecember\t31,\t2010 | \t$94,000 | \t$2,548 | \t$(5,524,811) | \t$5,367,474 | \t$8,689,401 | \t$(38,212) | \t$8,590,400 |
| Consolidated\tnet\tincome\t(a) | 20,933 | - | - | - | 1,346,439 | - | 1,367,372 |
| Other\tcomprehensive\tloss | - | - | - | - | - | (130,240) | (130,240) |
| Common\tstock\trepurchases | - | - | (234,632) | - | - | - | (234,632) |
| Common\tstock\tissuances |  |  |  |  |  |  |  |
| related\tto |  |  |  |  |  |  |  |
| \t\tstock\tplans | - | - | 78,975 | (6,792) | - | - | 72,183 |
| Common\tstock\tdividends |  |  |  |  |  |  |  |
| declared | - | - | - | - | (588,880) | - | (588,880) |
| Preferred\tdividend\trequirements |  |  |  |  |  |  |  |
| of |  |  |  |  |  |  |  |
| \t\tsubsidiaries\t(a) | (20,933) | - | - | - | - | - | (20,933) |
| Balance\tat\tDecember\t31,\t2011 | \t$94,000 | \t$2,548 | \t$(5,680,468) | \t$5,360,682 | \t$9,446,960 | \t$(168,452) | \t$9,055,270 |

Statements.

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

# NOTES	TO	FINANCIAL	STATEMENTS

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

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

# Use	of	Estimates	in	the	Preparation	of	Financial	Statements

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

# Revenues	and	Fuel	Costs

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	generate,	transmit,	and	distribute	electric	power	primarily	to	retail	customers	in	Arkansas, Louisiana,	Louisiana,	Mississippi,	and	Texas,	respectively.		Entergy	Gulf	States	Louisiana	also	distributes	natural	gas	to	retail	customers	in	and	around	Baton	Rouge,	Louisiana.		Entergy	New	Orleans sells	both	electric	power	and	natural	gas	to	retail	customers	in	the	City	of	New	Orleans,	except	for	Algiers,	where	Entergy	Louisiana	is	the	electric	power	supplier.		The	Entergy	Wholesale	Commodities segment	derives	almost	all	of	its	revenue	from	sales	of	electric	power	generated	by	plants	owned	by	subsidiaries	in	that	segment.

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

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

Entergy's	Utility	operating	companies'	rate	schedules	include	either	fuel	adjustment	clauses	or	fixed	fuel	factors,	which	allow	either	current	recovery	in	billings	to	customers	or	deferral	of	fuel	costs	until the	costs	are	billed	to	customers.		Where	the	fuel	component	of	revenues	is	billed	based	on	a	pre-determined	fuel	cost	(fixed	fuel	factor),	the	fuel	factor	remains	in	effect	until	changed	as	part	of	a	general rate	case,	fuel	reconciliation,	or	fixed	fuel	factor	filing.System	Energy's	operating	revenues	are	intended	to	recover	from	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New Orleans	operating	expenses	and	capital	costs	attributable	to	Grand	Gulf.		The	capital	costs	are	computed	by	allowing	a	return	on	System	Energy's	common	equity	funds	allocable	to	its	net	investment	in Grand	Gulf,	plus	System	Energy's	effective	interest	cost	for	its	debt	allocable	to	its	investment	in	Grand	Gulf.

# Property,	Plant,	and	Equipment

Property,	plant,	and	equipment	is	stated	at	original	cost.		Depreciation	is	computed	on	the	straight-line	basis	at	rates	based	on	the	applicable	estimated	service	lives	of	the	various	classes	of	property.	For the	Registrant	Subsidiaries,	the	original	cost	of	plant	retired	or	removed,	less	salvage,	is	charged	to	accumulated	depreciation.		Normal	maintenance,	repairs,	and	minor	replacement	costs	are	charged	to operating	expenses.		Substantially	all	of	the	Registrant	Subsidiaries'	plant	is	subject	to	mortgage	liens.

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

Net	property,	plant,	and	equipment	for	Entergy	(including	property	under	capital	lease	and	associated	accumulated	amortization)	by	business	segment	and	functional	category,	as	of	December	31,	2011 and	2010,	is	shown	below:

|  |  | Wholesale | Wholesale | Parent	&amp; |
| :--- | :--- | :--- | :--- | :--- |
| 2011 | Entergy | Utility | Commodities | Other |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Production |  |  |  |  |
| Nuclear | $8,635 | $5,441 | $3,194 | $- |
| Other | 2,431 | 2,032 | 399 | - |
| Transmission | 3,344 | 3,309 | 35 | - |
| Distribution | 6,157 | 6,157 | - | - |
| Other | 1,716 | 1,463 | 250 | 3 |
| Construction\twork\tin\tprogress | 1,780 | 1,420 | 359 | 1 |
| Nuclear\tfuel | 1,546 | 802 | 744 | - |
| Property,\tplant,\tand\tequipment\t-\tnet | $25,609 | $20,624 | $4,981 | $4 |

| 2010 | Entergy | Utility | Wholesale<br>Commodities | Parent	&amp;<br>Other |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Production |  |  |  |  |
| Nuclear | $8,393 | $5,378 | $3,015 | $- |
| Other | 1,842 | 1,797 | 45 | - |
| Transmission | 2,986 | 2,956 | 30 | - |
| Distribution | 5,926 | 5,926 | - | - |
| Other | 1,661 | 1,411 | 248 | 2 |
| Construction\twork\tin\tprogress | 1,662 | 1,300 | 361 | 1 |
| Nuclear\tfuel | 1,378 | 760 | 618 | - |
| Property,\tplant,\tand\tequipment\t-\tnet | $23,848 | $19,528 | $4,317 | $3 |

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

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

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

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

| 2011 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | Orleans |  |  |
|  |  |  |  | (In\tMillions) |  |  |  |
| Production |  |  |  |  |  |  |  |
| Nuclear | $1,034 | $1,458 | $1,561 | $- | $- | $- | $1,388 |
| Other | 398 | 286 | 679 | 350 | (7) | 325 | - |
| Transmission | 942 | 500 | 706 | 510 | 22 | 624 | 5 |
| Distribution | 1,700 | 856 | 1,304 | 1,009 | 298 | 990 | - |
| Other | 173 | 192 | 278 | 206 | 186 | 110 | 18 |
| Construction\twork\tin\tprogress | 120 | 122 | 559 | 105 | 14 | 91 | 358 |
| Nuclear\tfuel | 273 | 206 | 165 | - | - | - | 158 |
| Property,\tplant,\tand\tequipment\t- | $4,640 | $3,620 | $5,252 | $2,180 | $513 | $2,140 | $1,927 |

| 2010 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | Orleans |  |  |
|  |  |  |  | (In\tMillions) |  |  |  |
| Production |  |  |  |  |  |  |  |
| Nuclear | $1,029 | $1,452 | $1,489 | $- | $- | $- | $1,408 |
| Other | 406 | 302 | 393 | 368 | (2) | 331 | - |
| Transmission | 837 | 456 | 597 | 469 | 22 | 569 | 6 |
| Distribution | 1,637 | 817 | 1,255 | 977 | 296 | 944 | - |
| Other | 197 | 192 | 289 | 207 | 180 | 116 | 20 |
| Construction\twork\tin\tprogress | 114 | 119 | 521 | 147 | 12 | 80 | 211 |
| Nuclear\tfuel | 189 | 203 | 135 | - | - | - | 155 |
| Property,\tplant,\tand\tequipment\t- | $4,409 | $3,541 | $4,679 | $2,168 | $508 | $2,040 | $1,800 |

Depreciation	rates	on	average	depreciable	property	for	the	Registrant	Subsidiaries	are	shown	below:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2011 | 2.6% | 1.8% | 2.5% | 2.6% | 3.0% | 2.2% | 2.8% |
| 2010 | 2.9% | 1.8% | 2.4% | 2.6% | 3.1% | 2.3% | 2.9% |
| 2009 | 3.3% | 1.9% | 2.5% | 2.6% | 3.0% | 2.3% | 2.9% |

Non-utility	property	-	at	cost	(less	accumulated	depreciation)	for	Entergy	Gulf	States	Louisiana	is	reported	net	of	accumulated	depreciation	of	$136	million	and	$134	million	as	of	December	31,	2011 and	2010,	respectively.		Non-utility	property	-	at	cost	(less	accumulated	depreciation)	for	Entergy	Louisiana	is	reported	net	of	accumulated	depreciation	of	$2.7	million	and	$2.5	million	as	of	December 31,	2011	and	2010,	respectively.		Non-utility	property	-	at	cost	(less	accumulated	depreciation)	for	Entergy	Texas	is	reported	net	of	accumulated	depreciation	of	$9.8	million	and	$9.5	million	as	of December	31,	2011	and	2010,	respectively.

As	of	December	31,	2011,	construction	expenditures	included	in	accounts	payable	are	$14.1	million	for	Entergy	Arkansas,	$13.7	million	for	Entergy	Gulf	States	Louisiana,	$27	million	for	Entergy Louisiana,	$4.3	million	for	Entergy	Mississippi,	$3.6	million	for	Entergy	New	Orleans,	$4.3	million	for	Entergy	Texas,	and	$32.9	million	for	System	Energy.

# Jointly-Owned	Generating	Stations

Certain	Entergy	subsidiaries	jointly	own	electric	generating	facilities	with	affiliates	or	third	parties.		The	investments	and	expenses	associated	with	these	generating	stations	are	recorded	by	the	Entergy subsidiaries	to	the	extent	of	their	respective	undivided	ownership	interests.		As	of	December	31,	2011,	the	subsidiaries'	investment	and	accumulated	depreciation	in	each	of	these	generating	stations	were as	follows:

|  |  |  | Total |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Generating\tStations | Generating\tStations | Fuel-Type | Megawatt\nCapability\t(1) | Ownership | Investment | Accumulated\nDepreciation |
|  |  |  |  |  | (In\tMillions) | (In\tMillions) |
| Utility\tbusiness: |  |  |  |  |  |  |
| Entergy\tArkansas\t- |  |  |  |  |  |  |
| Independence | Unit\t1 | Coal | 836 | 31.50% | $128 | $96 |
|  | Common\tFacilities | Coal |  | 15.75% | $33 | $24 |
| White\tBluff | Units\t1\tand\t2 | Coal | 1,659 | 57.00% | $494 | $337 |
| Ouachita\t(2) | Common\tFacilities | Gas |  | 66.67% | $171 | $142 |
| Entergy\tGulf\tStates\tLouisiana\t- |  |  |  |  |  |  |
| Roy\tS.\tNelson | Unit\t6 | Coal | 550 | 40.25% | $244 | $172 |
| Roy\tS.\tNelson | Unit\t6\tCommon\tFacilities | Coal |  | 15.92% | $9 | $3 |
| Big\tCajun\t2 | Unit\t3 | Coal | 588 | 24.15% | $142 | $97 |
| Ouachita\t(2) | Common\tFacilities | Gas |  | 33.33% | $87 | $72 |
| Entergy\tLouisiana\t- |  |  |  |  |  |  |
| \t\tAcadia | Common\tFacilities | Gas |  | 50.00% | $12 | $- |
| Entergy\tMississippi\t- |  |  |  |  |  |  |
| Independence | Units\t1\tand\t2\tand |  |  |  |  |  |
|  | Common\tFacilities | Coal | 1,678 | 25.00% | $249 | $137 |
| Entergy\tTexas\t- |  |  |  |  |  |  |
| Roy\tS.\tNelson | Unit\t6 | Coal | 550 | 29.75% | $178 | $117 |
| Roy\tS.\tNelson | Unit\t6\tCommon\tFacilities | Coal |  | 11.77% | $6 | $2 |
| Big\tCajun\t2 | Unit\t3 | Coal | 588 | 17.85% | $107 | $68 |
| System\tEnergy\t- |  |  |  |  |  |  |
| Grand\tGulf | Unit\t1 | Nuclear | 1,190 | 90.00%(3) | $3,929 | $2,518 |
| Entergy\tWholesale |  |  |  |  |  |  |
| Commodities: |  |  |  |  |  |  |
| Independence | Unit\t2 | Coal | 842 | 14.37% | $68 | $41 |
| Independence | Common\t\tFacilities | Coal |  | 7.18% | $16 | $10 |
| Roy\tS.\tNelson | Unit\t6 | Coal | 550 | 10.9% | $102 | $53 |
| Roy\tS.\tNelson | Unit\t6\tCommon\tFacilities | Coal |  | 4.31% | $2 | $1 |

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

(2) Ouachita	Units	1	and	2	are	owned	100%	by	Entergy	Arkansas	and	Ouachita	Unit	3	is	owned	100%	by	Entergy	Gulf	States	Louisiana.		The	investment	and	accumulated	depreciation	numbers above	are	only	for	the	common	facilities	and	not	for	the	generating	units.

(3) Includes	an	11.5%	leasehold	interest	held	by	System	Energy.		System	Energy's	Grand	Gulf	lease	obligations	are	discussed	in	Note	10	to	the	financial	statements.

# Nuclear	Refueling	Outage	Costs

Nuclear	refueling	outage	costs	are	deferred	during	the	outage	and	amortized	over	the	estimated	period	to	the	next	outage	because	these	refueling	outage	expenses	are	incurred	to	prepare	the	units	to operate	for	the	next	operating	cycle	without	having	to	be	taken	off	line.

# Allowance	for	Funds	Used	During	Construction	(AFUDC)

AFUDC	represents	the	approximate	net	composite	interest	cost	of	borrowed	funds	and	a	reasonable	return	on	the	equity	funds	used	for	construction	by	the	Registrant	Subsidiaries.		AFUDC	increases both	the	plant	balance	and	earnings	and	is	realized	in	cash	through	depreciation	provisions	included	in	the	rates	charged	to	customers.

Entergy	Corporation	and	the	majority	of	its	subsidiaries	file	a	United	States	consolidated	federal	income	tax	return.		Each	tax-paying	entity	records	income	taxes	as	if	it	were	a	separate	taxpayer	and consolidating	adjustments	are	allocated	to	the	tax	filing	entities	in	accordance	with	Entergy's	intercompany	income	tax	allocation	agreement.		Deferred	income	taxes	are	recorded	for	all	temporary differences	between	the	book	and	tax	basis	of	assets	and	liabilities,	and	for	certain	credits	available	for	carryforward.

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

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

# Earnings	per	Share

The	following	table	presents	Entergy's	basic	and	diluted	earnings	per	share	calculation	included	on	the	consolidated	statements	of	income:

| common	share | Income | Shares | $/share | Income | Shares | $/share | Income | Shares | $/share |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tincome\tattributable\tto |  |  |  |  |  |  |  |  |  |
| \t\t\t\tEntergy\tCorporation | $1,346.4 | 177.4 | $7.59 | $1,250.2 | 186.0 | $6.72 | $1,231.1 | 192.8 | $6.39 |
| Average\tdilutive\teffect\tof: |  |  |  |  |  |  |  |  |  |
| Stock\toptions | \t- | 1.0 | (0.04) | \t- | 1.8 | (0.06) | \t- | 2.2 | (0.07) |
| Equity\tunits | - | - | - | - | - | - | 3.2 | 0.8 | (0.02) |
| Diluted\tearnings\tper\taverage |  |  |  |  |  |  |  |  |  |
| \t\tcommon\tshare | $1,346.4 | 178.4 | $7.55 | $1,250.2 | 187.8 | $6.66 | $1,234.3 | 195.8 | $6.30 |

The	calculation	of	diluted	earnings	per	share	excluded	5,712,604	options	outstanding	at	December	31,	2011,	5,380,262	options	outstanding	at	December	31,	2010,	and	4,368,614	options	outstanding	at December	31,	2009	that	could	potentially	dilute	basic	earnings	per	share	in	the	future.		Those	options	were	not	included	in	the	calculation	of	diluted	earnings	per	share	because	the	exercise	price	of	those options	exceeded	the	average	market	price	for	the	year.

See	Note	7	to	the	financial	statements	for	a	discussion	of	the	equity	units.

# Stock-based	Compensation	Plans

Entergy	grants	stock	options	to	key	employees	of	the	Entergy	subsidiaries,	which	is	described	more	fully	in	Note	12	to	the	financial	statements.		Entergy	accounts	for	stock	options	using	the	fair	value based	method.		Awards	under	Entergy's	plans	generally	vest	over	three	years.

# Accounting	for	the	Effects	of	Regulation

Entergy's	Utility	operating	companies	and	System	Energy	are	rate-regulated	enterprises	whose	rates	meet	three	criteria	specified	in	accounting	standards.		The	Utility	operating	companies	and	System Energy	have	rates	that	(i)	are	approved	by	a	body	(its	regulator)	empowered	to	set	rates	that	bind	customers;	(ii)	are	cost-based;	and	(iii)	can	be	charged	to	and	collected	from	customers.		These	criteria may	also	be	applied	to	separable	portions	of	a	utility's	business,	such	as	the	generation	or	transmission	functions,	or	to	specific	classes	of	customers.		Because	the	Utility	operating	companies	and	System Energy	meet	these	criteria,	each	of	them	capitalizes	costs	that	would	otherwise	be	charged	to	expense	if	the	rate	actions	of	its	regulator	make	it	probable	that	those	costs	will	be	recovered	in	future revenue.		Such	capitalized	costs	are	reflected	as	regulatory	assets	in	the	accompanying	financial	statements.		When	an	enterprise	concludes	that	recovery	of	a	regulatory	asset	is	no	longer	probable,	the regulatory	asset	must	be	removed	from	the	entity's	balance	sheet.

An	enterprise	that	ceases	to	meet	the	three	criteria	for	all	or	part	of	its	operations	should	report	that	event	in	its	financial	statements.		In	general,	the	enterprise	no	longer	meeting	the	criteria	should eliminate	from	its	balance	sheet	all	regulatory	assets	and	liabilities	related	to	the	applicable	operations.		Additionally,	if	it	is	determined	that	a	regulated	enterprise	is	no	longer	recovering	all	of	its	costs, it	is	possible	that	an	impairment	may	exist	that	could	require	further	write-offs	of	plant	assets.

Entergy	Gulf	States	Louisiana	does	not	apply	regulatory	accounting	standards	to	the	Louisiana	retail	deregulated	portion	of	River	Bend,	the	30%	interest	in	River	Bend	formerly	owned	by	Cajun,	and	its steam	business.		The	Louisiana	retail	deregulated	portion	of	River	Bend	is	operated	under	a	deregulated	asset	plan	representing	a	portion	(approximately	15%)	of	River	Bend	plant	costs,	generation, revenues,	and	expenses	established	under	a	1992	LPSC	order.		The	plan	allows	Entergy	Gulf	States	Louisiana	to	sell	the	electricity	from	the	deregulated	assets	to	Louisiana	retail	customers	at	4.6	cents per	kWh	or	off-system	at	higher	prices,	with	certain	provisions	for	sharing	incremental	revenue	above	4.6	cents	per	kWh	between	ratepayers	and	shareholders.

# Cash	and	Cash	Equivalents

Entergy	considers	all	unrestricted	highly	liquid	debt	instruments	with	an	original	or	remaining	maturity	of	three	months	or	less	at	date	of	purchase	to	be	cash	equivalents.

# Allowance	for	Doubtful	Accounts

The	allowance	for	doubtful	accounts	reflects	Entergy's	best	estimate	of	losses	on	the	accounts	receivable	balances.		The	allowance	is	based	on	accounts	receivable	agings,	historical	experience,	and	other currently	available	evidence.		Utility	operating	company	customer	accounts	receivable	are	written	off	consistent	with	approved	regulatory	requirements.

# Investments

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	 portion	 of	 River	 Bend	 that	 is	 not	 rate-regulated,	 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.		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).		The	assessment	of	whether	an	investment	in	an	equity	security	has	suffered	an	other-than-temporary	impairment	is	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.		See	Note	17	to	the	financial	statements	for	details	on	the	decommissioning	trust	funds	and	other	than	temporary	impairments	recorded	in	2011, 2010,	and	2009.

# Equity	Method	Investments

Entergy	owns	investments	that	are	accounted	for	under	the	equity	method	of	accounting	because	Entergy's	ownership	level	results	in	significant	influence,	but	not	control,	over	the	investee	and	its operations.		Entergy	records	its	share	of	earnings	or	losses	of	the	investee	based	on	the	change	during	the	period	in	the	estimated	liquidation	value	of	the	investment,	assuming	that	the	investee's	assets were	to	be	liquidated	at	book	value.		In	accordance	with	this	method,	earnings	are	allocated	to	owners	or	members	based	on	what	each	partner	would	receive	from	its	capital	account	if,	hypothetically, liquidation	were	to	occur	at	the	balance	sheet	date	and	amounts	distributed	were	based	on	recorded	book	values.		Entergy	discontinues	the	recognition	of	losses	on	equity	investments	when	its	share	of losses	equals	or	exceeds	its	carrying	amount	for	an	investee	plus	any	advances	made	or	commitments	to	provide	additional	financial	support.		See	Note	14	to	the	financial	statements	for	additional information	regarding	Entergy's	equity	method	investments.

# Derivative	Financial	Instruments	and	Commodity	Derivatives

The	accounting	standards	for	derivative	instruments	and	hedging	activities	require	that	all	derivatives	be	recognized	at	fair	value	on	the	balance	sheet,	either	as	assets	or	liabilities,	unless	they meet	various	exceptions	including	the	normal	purchase,	normal	sales	criteria.		The	changes	in	the	fair	value	of	recognized	derivatives	are	recorded	each	period	in	current	earnings	or	other	comprehensive income,	depending	on	whether	a	derivative	is	designated	as	part	of	a	hedge	transaction	and	the	type	of	hedge	transaction.

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

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

Entergy	has	determined	that	contracts	to	purchase	uranium	do	not	meet	the	definition	of	a	derivative	under	the	accounting	standards	for	derivative	instruments	because	they	do	not	provide	for net	settlement	and	the	uranium	markets	are	not	sufficiently	liquid	to	conclude	that	forward	contracts	are	readily	convertible	to	cash.		If	the	uranium	markets	do	become	sufficiently	liquid	in	the	future	and Entergy	begins	to	account	for	uranium	purchase	contracts	as

derivative	instruments,	the	fair	value	of	these	contracts	would	be	accounted	for	consistent	with	Entergy's	other	derivative	instruments.

# 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	held	by	regulated businesses	may	be	reflected	in	future	rates	and	therefore	do	not	accrue	to	the	benefit	or	detriment	of	stockholders.		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.		See	Note	16	to	the	financial	statements	for	further	discussion	of	fair	value.

# Impairment	of	Long-Lived	Assets

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

Three	nuclear	power	plants	in	the	Entergy	Wholesale	Commodities	business	segment	(Pilgrim,	Indian	Point	2	and	Indian	Point	3)	have	applications	pending	for	renewed	NRC	licenses.		Various	parties have	expressed	opposition	to	renewal	of	the	licenses.		Under	federal	law,	nuclear	power	plants	may	continue	to	operate	beyond	their	license	expiration	dates	while	their	renewal	applications	are	pending NRC	approval.		If	the	NRC	does	not	renew	the	operating	license	for	any	of	these	plants,	the	plant's	operating	life	could	be	shortened,	reducing	its	projected	net	cash	flows	and	impairing	its	value	as	an asset.

In	March	2011	the	NRC	renewed	Vermont	Yankee's	operating	license	for	an	additional	20	years.		The	renewed	operating	license	expires	in	March	2032.		In	May	2011,	the	Vermont	Department	of	Public Service	and	the	New	England	Coalition	petitioned	the	United	States	Court	of	Appeals	for	the	D.C.	Circuit	seeking	judicial	review	of	the	NRC's	issuance	of	the	renewed	operating	license,	alleging	that the	license	had	been	issued	without	a	valid	and	effective	water	quality	certification	under	Section	401	of	the	Clean	Water	Act.		Entergy	Nuclear	Vermont	Yankee	and	Entergy	Nuclear	Operations,	Inc. intervened	in	the	proceeding.		Motions	by	the	parties	for	summary	disposition	were	denied	by	the	court,	and	oral	argument	is	scheduled	for	May	2012.

Vermont	Yankee	also	is	operating	under	a	Certificate	of	Public	Good	from	the	State	of	Vermont	that	expires	in	March	2012,	but	has	an	application	pending	before	the	Vermont	Public	Service	Board (VPSB)	for	a	new	Certificate	of	Public	Good	for	operation	until	March	2032.		As	the	United	States	district	court	noted	in	its	decision	discussed	below	(regarding	Entergy's	challenge	to	certain	conditions imposed	by	Vermont),	title	3,	section	814	of	the	Vermont	Statutes	provides	that	a	license	subject	to	an	agency's	notice	and	hearing	requirements	does	not	expire	until	a	final	determination	on	an application	for	renewal	has	been	made.

In	April	2011,	Entergy	Nuclear	Vermont	Yankee	and	Entergy	Nuclear	Operations,	the	owner	and	operator	respectively	of	Vermont	Yankee,	filed	suit	in	the	United	States	District	Court	for	the	District	of Vermont.		The	suit	challenged	certain	conditions	imposed	by	Vermont	upon	Vermont	Yankee's	continued	operation	and	storage	of	spent	nuclear	fuel,	including	the	requirement	to	obtain	not	only	a	new Certificate	of	Public	Good,	but	also	approval	by	Vermont's	General	Assembly.		In	January	2012	the	court	entered	judgment	in	Entergy's	favor	and	specifically:

·  Declared	that	Vermont's	laws	requiring	Vermont	Yankee	to	cease	operation	in	March	2012	and	prohibiting	the	storage	of	spent	nuclear	fuel	from	operation	after	that	date,	absent	approval by	the	General	Assembly,	were	based	on	radiological	safety	concerns	and	are	preempted	by	the	Atomic	Energy	Act;

·  Permanently	enjoined	Vermont	from	enforcing	these	preempted	requirements	of	the	state's	laws;	and

·  Permanently	enjoined	Vermont	under	the	Commerce	Clause	of	the	United	States	Constitution	from	conditioning	the	issuance	of	a	new	Certificate	of	Public	Good	upon	the	existence	of		a below	wholesale	market	power	sale	agreement	with	Vermont	utilities	or	Vermont	Yankee's	selling	power	to	Vermont	utilities	at	rates	below	those	available	to	wholesale	customers	in	other states.

In	February	2012	the	Vermont	defendants	filed	a	notice	of	appeal	of	the	decision	to	the	United	States	Court	of	Appeals	for	the	Second	Circuit.

In	January	2012,	Entergy	filed	a	motion	requesting	that	the	VPSB	grant,	based	on	the	existing	record	in	its	proceeding,	Vermont	Yankee's	pending	application	for	a	new	Certificate	of	Public	Good.		The VPSB	scheduled	a	status	conference	for	March	9,	2012,	and	requested	comments	from	the	parties	by	March	2,	2012.		In	a	February	23,	2012	memorandum	to	the	parties,	the	VPSB	asked	that	the	parties' comments	respond	to	certain	questions	relating	to,	among	other	issues,	the	VPSB's	authority	to	issue	the	Certificate	of	Public	Good	and	Vermont	Yankee's	authority	to	operate	beyond	March	21,	2012 and	store	spent	fuel	from	such	operations,	despite	the	decision	and	order	of	the	United	States	district	court.

In	light	of	these	questions	from	the	VPSB,	Vermont	Yankee	filed	a	cross-appeal	of	the	district	court's	decision.		Vermont	Yankee	also	filed	two	motions	with	the	district	court	asking	it	(1)	to	issue	an injunction	prohibiting	Vermont	from	taking	any	action	to	force	Vermont	Yankee	to	shut	down	during	the	appeal	of	the	district	court's	decision	or	during	the	Certificate	of	Public	Good	proceeding	before the	VPSB	and	any	judicial	appeal	from	that	proceeding,	and	(2)	to	amend	the	district	court's	final	judgment	to	include	certain	additional	provisions	of	Vermont	law	relating	to	Vermont	Yankee's operation	and	storage	of	spent	nuclear	fuel	from	operation	after	March	21,	2012,	that	were	part	of	the	statutes	the	court	found	to	be	preempted	in	its	decision,	but	which	were	not	specifically	included	in the	final	judgment.

Entergy	Wholesale	Commodities'	investments	are	subject	to	impairment	if	adverse	market	conditions	arise,	if	a	unit	ceases	operation,	or	for	certain	units	if	their	authorizations	to	operate	are	not renewed.		Specifically	regarding	Vermont	Yankee,	if	Entergy	concludes	that	Vermont	Yankee	is	unlikely	to	operate	significantly	beyond	its	original	license	expiration	date	in	March	2012,	it	could	result in	an	impairment	of	part	or	all	of	the	carrying	value	of	the	plant.		In	preparing	its	2011	financial	statements,	Entergy	evaluated	whether	the	carrying	value	of	Vermont	Yankee	was	impaired	as	of December	31,	2011,	before	the	outcome	of	the	federal	court	lawsuit	was	known.		For	purposes	of	that	evaluation,	Entergy	considered	a	number	of	factors	associated	with	the	plant's	continued	operation, including	the	status	of	the	federal	lawsuit,	the	status	of	the	state	regulatory	issues	as	described	above,	the	potential	sale	of	the	plant,	and	the	application	of	federal	laws	regarding	the	continued	operation of	nuclear	facilities.		Based	on	its	evaluation	of	those	factors,	Entergy	determined	that	the	carrying	value	of	Vermont	Yankee	was	not	impaired	as	of	December	31,	2011.		As	of	December	31,	2011	the net	carrying	value	of	the	plant,	including	nuclear	fuel,	is	$465	million.

# River	Bend	AFUDC

The	River	Bend	AFUDC	gross-up	is	a	regulatory	asset	that	represents	the	incremental	difference	imputed	by	the	LPSC	between	the	AFUDC	actually	recorded	by	Entergy	Gulf	States	Louisiana on	a	net-of-tax	basis	during	the	construction	of	River	Bend	and	what	the	AFUDC	would	have	been	on	a	pre-tax	basis.		The	imputed	amount	was	only	calculated	on	that	portion	of	River	Bend	that	the LPSC	allowed	in	rate	base	and	is	being	amortized	through	August	2025.

# Reacquired	Debt

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

# Taxes	Imposed	on	Revenue-Producing	Transactions

Governmental	authorities	assess	taxes	that	are	both	imposed	on	and	concurrent	with	a	specific	revenue-producing	transaction	between	a	seller	and	a	customer,	including,	but	not	limited	to,	sales,	use, value	added,	and	some	excise	taxes.		Entergy	presents	these	taxes	on	a	net	basis,	excluding	them	from	revenues,	unless	required	to	report	them	differently	by	a	regulatory	authority.

# Presentation	of	Preferred	Stock	without	Sinking	Fund

Accounting	standards	regarding	non-controlling	 interests	and	 the	classification	and	measurement	of	redeemable	securities	require	 the	classification	of	preferred	securities	between	 liabilities	and shareholders'	equity	on	the	balance	sheet	if	the	holders	of	those	securities	have	protective	rights	that	allow	them	to	gain	control	of	the	board	of	directors	in	certain	circumstances.		These	rights	would have	the	effect	of	giving	the	holders	the	ability	to	potentially	redeem	their	securities,	even	if	the	likelihood	of	occurrence	of	these	circumstances	is	considered	remote.		The	Entergy	Arkansas,	Entergy Mississippi,	and	Entergy	New	Orleans	articles	of	incorporation	provide,	generally,	that	the	holders	of	each	company's	preferred	securities	may	elect	a	majority	of	the	respective	company's	board	of directors	if	dividends	are	not	paid	for	a	year,	until	such	time	as	the	dividends	in	arrears	are	paid.		Therefore,	Entergy	Arkansas,	Entergy	Mississippi,	and	Entergy	New	Orleans	present	their	preferred securities	outstanding	between	liabilities	and	shareholders'	equity	on	the	balance	sheet.		Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana,	both	organized	as	limited	liability	companies,	have outstanding	preferred	securities	with	similar	protective	rights	with	respect	to	unpaid	dividends,	but	provide	for	the	election	of	board	members	that	would	not	constitute	a	majority	of	the	board;	and	their preferred	securities	are	therefore	classified	for	all	periods	presented	as	a	component	of	members'	equity.

The	outstanding	preferred	securities	of	Entergy	Arkansas,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Asset	Management	(whose	preferred	holders	also	had	protective	rights	until	the securities	were	repurchased	in	December	2011),	are	similarly	presented	between	liabilities	and	equity	on	Entergy's	consolidated	balance	sheets	and	the	outstanding	preferred	securities	of	Entergy	Gulf States	Louisiana	and	Entergy	Louisiana	are	presented	within	total	equity	in	Entergy's	consolidated	balance	sheets.		The	preferred	dividends	or	distributions	paid	by	all	subsidiaries	are	reflected	for	all periods	presented	outside	of	consolidated	net	income.

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

# 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

# Other	Regulatory	Assets

Regulatory	assets	represent	probable	future	revenues	associated	with	costs	that	are	expected	to	be	recovered	from	customers	through	the	regulatory	ratemaking	process	affecting	the	Utility	business.		In addition	to	the	regulatory	assets	that	are	specifically	disclosed	on	the	face	of	the	balance	sheets,	the	tables	below	provide	detail	of	"Other	regulatory	assets"	that	are	included	on	Entergy's	and	the Registrant	Subsidiaries'	balance	sheets	as	of	December	31,	2011	and	2010:

# Entergy

| (Note	9)	(b) | $395.9 | $406.4 |
| :--- | :--- | :--- |
| Deferred\tcapacity\t(Note\t2\t–\tRetail\tRate\tProceedings\t–\tFilings\twith\tthe\tLPSC) | - | 15.8 |
| Grand\tGulf\tfuel\t-\tnon-current\tand\tpower\tmanagement\trider\t-\trecovered\tthrough\trate |  |  |
| riders\twhen\trates\tare\tredetermined\tperiodically\t(Note\t2\t–\tFuel\tand\tpurchased\tpower\tcost |  |  |
| recovery) | 12.4 | 17.4 |
| New\tnuclear\tgeneration\tdevelopment\tcosts\t(Note\t2) | 56.8 | - |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 30.3 | 1.9 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t–\tQualified\tPension\tPlans,\tOther\tPostretirement |  |  |
| Benefits,\tand\tNon-Qualified\tPension\tPlans)\t(b) | 2,542.0 | 1,734.7 |
| Postretirement\tbenefits\t-\trecovered\tthrough\t2012\t(Note\t11\t–\tOther\tPostretirement |  |  |
| Benefits)\t(b) | 2.4 | 4.8 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough |  |  |
| securitization,\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tStorm\tCost\tRecovery\tFilings |  |  |
| with\tRetail\tRegulators) | 996.4 | 1,026.0 |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 81.2 | 81.5 |
| River\tBend\tAFUDC\t-\trecovered\tthrough\tAugust\t2025\t(Note\t1\t–\tRiver\tBend\tAFUDC) | 24.3 | 26.2 |
| Sale-leaseback\tdeferral\t(Note\t10\t–\tSale\tand\tLeaseback\tTransactions\t–\tGrand\tGulf\tLease |  |  |
| Obligations) | - | 22.3 |
| Spindletop\tgas\tstorage\tfacility\t-\trecovered\tthrough\tDecember\t2032\t(a) | 31.0 | 32.6 |
| Transition\tto\tcompetition\tcosts\t-\trecovered\tover\ta\t15-year\tperiod\tthrough\tFebruary\t2021 | 89.2 | 95.8 |
| Little\tGypsy\tcost\tproceeding\t–\trecovered\tthrough\tsecuritization |  |  |
| (Note\t5\t–\tEntergy\tLouisiana\tSecuritization\tBonds\t-\tLittle\tGypsy) | 198.4 | 200.9 |
| Incremental\tice\tstorm\tcosts\t-\trecovered\tthrough\t2032 | 10.5 | 11.1 |
| Michoud\tplant\tmaintenance\t–\trecovered\tover\ta\t7-year\tperiod\tthrough\tSeptember\t2018 | 12.9 | - |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 108.8 | 122.5 |
| Other | 44.4 | 38.3 |
| Total | $4,636.9 | $3,838.2 |

| (Note	9)	(b) | $59.6 | $98.3 |
| :--- | :--- | :--- |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 11.8 | 12.2 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t–\tQualified\tPension\tPlans\tand\tOther |  |  |
| Postretirement\tBenefits)\t(b) | 197.6 | 142.0 |
| Sale-leaseback\tdeferral\t(Note\t10\t–\tSale\tand\tLeaseback\tTransactions\t–\tGrand\tGulf\tLease |  |  |
| Obligations) | - | 22.3 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 18.2 | 21.5 |
| Other | 0.6 | 0.4 |
| System\tEnergy\tTotal | $287.8 | $296.7 |

(a) The	jurisdictional	split	order	assigned	the	regulatory	asset	to	Entergy	Texas.		The	regulatory	asset,	however,	is	being	recovered	and	amortized	at	Entergy	Gulf	States	Louisiana.		As	a	result,	a billing	occurs	monthly	over	the	same	term	as	the	recovery	and	receipts	will	be	submitted	to	Entergy	Texas.		Entergy	Texas	has	recorded	a	receivable	from	Entergy	Gulf	States	Louisiana	and Entergy	Gulf	States	Louisiana	has	recorded	a	corresponding	payable.

(b) Does	not	earn	a	return	on	investment,	but	is	offset	by	related	liabilities.

# Fuel	and	purchased	power	cost	recovery

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas	are	allowed	to	recover	fuel	and	purchased	power	costs	through	fuel mechanisms	included	in	electric	and	gas	rates	that	are	recorded	as	fuel	cost	recovery	revenues.		The	difference	between	revenues	collected	and	the	current	fuel	and	purchased	power	costs	is	generally recorded	as	"Deferred	fuel	costs"	on	the	Utility	operating	companies'	financial	statements.		The	table	below	shows	the	amount	of	deferred	fuel	costs	as	of	December	31,	2011	and	2010,	that	Entergy expects	to	recover	(or	return	to	customers)	through	fuel	mechanisms,	subject	to	subsequent	regulatory	review.

| Entergy	Arkansas | $209.8 | $61.5 |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana\t(a) | $2.9 | $77.8 |
| Entergy\tLouisiana\t(a) | $1.5 | $8.8 |
| Entergy\tMississippi | ($15.8) | $3.2 |
| Entergy\tNew\tOrleans\t(a) | ($7.5) | ($2.8) |
| Entergy\tTexas | ($64.7) | ($77.4) |

(a) 2011	and	2010	include	$100.1	million	for	Entergy	Gulf	States	Louisiana,	$68	million	for	Entergy	Louisiana,	and

$4.1	million	for	Entergy	New	Orleans	of	fuel,	purchased	power,	and	capacity	costs,	which	do	not	currently	earn	a

return	on	investment	and	whose	recovery	periods	are	indeterminate	but	are	expected	to	be	over	a	period	greater

than	twelve	months.

# Entergy	Arkansas

# Production	Cost	Allocation	Rider

The	APSC	approved	a	production	cost	allocation	rider	for	recovery	from	customers	of	the	retail	portion	of	the	costs	allocated	to	Entergy	Arkansas	as	a	result	of	the	System	Agreement	proceedings, which	are	discussed	in	the	"System	Agreement	Cost	Equalization	Proceedings"	section	below.		These	costs	cause	an	increase	in	Entergy	Arkansas's	deferred	fuel	cost	balance	because	Entergy	Arkansas pays	the	costs	over	seven	months	but	collects	them	from	customers	over	twelve	months.

# Energy	Cost	Recovery	Rider

Entergy	Arkansas's	retail	rates	include	an	energy	cost	recovery	rider	to	recover	fuel	and	purchased	energy	costs	in	monthly	bills.		The	rider	utilizes	prior	calendar	year	energy	costs	and	projected	energy sales	for	the	twelve-month	period	commencing	on	April	1	of	each	year	to	develop	an	energy	cost	rate,	which	is	redetermined	annually	and	includes	a	true-up	adjustment	reflecting	the	over-recovery	or under-recovery,	including	carrying	charges,	of	the	energy	cost	for	the	prior	calendar	year.		The	energy	cost	recovery	rider	tariff	also	allows	an	interim	rate	request	depending	upon	the	level	of	over-	or under-recovery	of	fuel	and	purchased	energy	costs.

In	early	October	2005,	the	APSC	initiated	an	investigation	into	Entergy	Arkansas's	interim	energy	cost	recovery	rate.		The	investigation	focused	on	Entergy	Arkansas's	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's	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's	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's	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's	rehearing	petition	and	because	the value	for	Entergy	Arkansas's	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's	rehearing	request	and	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's	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.		Testimony	has	been	filed	and	the	APSC	will	decide	the	case	based	on	the	record	in	the	proceeding,	including	the	prefiled	testimony.

# Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana

Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	recover	electric	fuel	and	purchased	power	costs	for	the	billing	month	based	upon	the	level	of	such	costs	incurred	two	months	prior	to	the billing	month.	Entergy	Gulf	States	Louisiana's	purchased	gas	adjustments	include	estimates	for	the	billing	month	adjusted	by	a	surcharge	or	credit	that	arises	from	an	annual	reconciliation	of	fuel	costs incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

In	January	2003	the	LPSC	authorized	its	staff	to	initiate	a	proceeding	to	audit	the	fuel	adjustment	clause	filings	of	Entergy	Gulf	States	Louisiana	and	its	affiliates.		The	audit	included	a	review	of the	reasonableness	of	charges	flowed	by	Entergy	Gulf	States	Louisiana	through	its	fuel	adjustment	clause	for	the	period	1995	through	2004.		Entergy	Gulf	States	Louisiana	and	the	LPSC	Staff	reached	a settlement	to	resolve	the	audit	that	requires	Entergy	Gulf	States	Louisiana	to	refund	$18	million	to	customers,	including	the	realignment	to	base	rates	of	$2	million	of	SO2	costs.		The	ALJ	held	a stipulation	hearing	and	in	November	2011	the	LPSC	issued	an	order	approving	the	settlement.		The	refund	was	made	in	the	November	2011	billing	cycle.		Entergy	Gulf	States	Louisiana	had	previously recorded	provisions	for	the	estimated	outcome	of	this	proceeding.

In	December	2011	the	LPSC	authorized	its	staff	to	initiate	another	proceeding	to	audit	the	fuel	adjustment	clause	filings	of	Entergy	Gulf	States	Louisiana	and	its	affiliates.		The	audit	includes	a review	of	the	reasonableness	of	charges	flowed	by	Entergy	Gulf	States	Louisiana	through	its	fuel	adjustment	clause	for	the	period	2005	through	2009.

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

# Entergy	Mississippi

Entergy	Mississippi's	rate	schedules	include	an	energy	cost	recovery	rider	that	is	adjusted	quarterly	to	reflect	accumulated	over-	or	under-recoveries	from	the	second	prior	quarter.		Entergy	Mississippi's fuel	cost	recoveries	are	subject	to	annual	audits	conducted	pursuant	to	the	authority	of	the	MPSC.

In	July	2008	the	MPSC	began	a	proceeding	to	investigate	the	fuel	procurement	practices	and	fuel	adjustment	schedules	of	the	Mississippi	utility	companies,	including	Entergy	Mississippi.		The	MPSC stated	that	the	goal	of	the	proceeding	is	fact-finding	so	that	the	MPSC	may	decide	whether	to	amend	the	current	fuel	cost	recovery	process.		Hearings	were	held	in	July	and	August	2008.		Further proceedings	have	not	been	scheduled.

# Mississippi	Attorney	General	Complaint

The	Mississippi	attorney	general	filed	a	complaint	in	state	court	in	December	2008	against	Entergy	Corporation,	Entergy	Mississippi,	Entergy	Services,	Inc.,	and	Entergy	Power,	Inc.	alleging,	among other	things,	violations	of	Mississippi	statutes,	fraud,	and	breach	of	good	faith	and	fair	dealing,	and	requesting	an	accounting	and	restitution.		The	litigation	is	wide	ranging	and	relates	to	tariffs	and procedures	under	which	Entergy	Mississippi	purchases	power	not	generated	in	Mississippi	to	meet	electricity	demand.		Entergy	believes	the	complaint	is	unfounded.		On	December	29,	2008,	the defendant	Entergy	companies	filed	to	remove	the	attorney	general's	suit	to	U.S.	District	Court	(the	forum	that	Entergy	believes	is	appropriate	to	resolve	the	types	of	federal	issues	raised	in	the	suit), where	it	is	currently	pending,	and	additionally	answered	the	complaint	and	filed	a	counter-claim	for	relief	based	upon	the	Mississippi	Public	Utilities	Act	and	the	Federal	Power	Act.		The	Mississippi attorney	general	has	filed	a	pleading	seeking	to	remand	the	matter	to	state	court.		In	May	2009,	the	defendant	Entergy	companies	filed	a	motion	for	judgment	on	the	pleadings	asserting	grounds	of	federal preemption,	the	exclusive	jurisdiction	of	the	MPSC,	and	factual	errors	in	the	attorney	general's	complaint.

In	July	2011,	the	attorney	general	requested	a	status	conference	regarding	its	motion	to	remand.		The	court	granted	the	attorney	general's	request	for	a	status	conference,	which	was	held	in	September 2011.		Consistent	with	the	court's	instructions,	both	parties	submitted	letters	to	the	court	in	September	2011	providing	updates	on	the	facts	of	the	case	and	the	law,	and	the	court	has	now	taken	the	parties' arguments	under	advisement.

# Entergy	New	Orleans

Entergy	New	Orleans's	electric	rate	schedules	include	a	fuel	adjustment	tariff	designed	to	reflect	no	more	than	targeted	fuel	and	purchased	power	costs,	adjusted	by	a	surcharge	or	credit	for	deferred	fuel expense	arising	from	the	monthly	reconciliation	of	actual	fuel	and	purchased	power	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

Entergy	New	Orleans's	gas	rate	schedules	include	a	purchased	gas	adjustment	to	reflect	estimated	gas	costs	for	the	billing	month,	adjusted	by	a	surcharge	or	credit	similar	to	that	included	in	the	electric fuel	adjustment	clause,	including	carrying	charges.

# Entergy	Texas

Entergy	Texas's	rate	schedules	include	a	fixed	fuel	factor	to	recover	fuel	and	purchased	power	costs,	including	carrying	charges,	not	recovered	in	base	rates.		Semi-annual	revisions	of	the	fixed fuel	factor	are	made	in	March	and	September	based	on	the	market	price	of	natural	gas	and	changes	in	fuel	mix.		The	amounts	collected	under	Entergy	Texas's	fixed	fuel	factor	and	any	interim	surcharge or	refund	are	subject	to	fuel	reconciliation	proceedings	before	the	PUCT.

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	resulted	in	trapped	costs	between	the Texas	and	Louisiana	jurisdictions	with	no	mechanism	for	recovery.		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).		The	PUCT	and	FERC	decisions	are	now	final.

In	May	2009,	Entergy	Texas	filed	with	the	PUCT	a	request	to	refund	$46.1	million,	including	interest,	of	fuel	cost	recovery	over-collections	through	February	2009.		Pursuant	to	a	stipulation among	the	various	parties,	in	June	2009	the	PUCT	issued	an	order	approving	a	refund	of	$59.2	million,	including	interest,	of	fuel	cost	recovery	overcollections	through	March	2009.		The	refund	was made	for	most	customers	over	a	three-month	period	beginning	July	2009.

In	October	2009,	Entergy	Texas	filed	with	the	PUCT	a	request	to	refund	approximately	$71	million,	including	interest,	of	fuel	cost	recovery	over-collections	through	September	2009.		Pursuant to	a	stipulation	among	the	various	parties,	the	PUCT	issued	an	order	approving	a	refund	of	$87.8	million,	including	interest,	of	fuel	cost	recovery	overcollections	through	October	2009.		The	refund	was made	for	most	customers	over	a	three-month	period	beginning	January	2010.

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,	including	interest,	for	fuel	cost	recovery	over-collections	through	June	2010.		The	refund	was	made	for	most	customers	over	a	three-month period	beginning	with	the	September	2010	billing	cycle.

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

In	December	2011,	Entergy	Texas	filed	with	the	PUCT	a	request	to	refund	approximately	$43	million,	including	interest,	of	fuel	cost	recovery	over-collections	through	October	2011.		Entergy Texas	and	the	parties	to	the	proceeding	reached	an	agreement	that	Entergy	Texas	will	refund	$67	million,	including	interest,	over	a	three-month	period,	which	refund	includes	additional	over-recoveries through	December	2011.		Entergy	Texas	and	the	parties	requested	that	interim	rates	consistent	with	the	settlement	be	approved	effective	with	the	March	2012	billing	month,	and	this	request	was	granted by	the	presiding	ALJ	on	February	16,	2012.

Entergy	Texas's	December	2009	rate	case	filing,	which	is	discussed	below,	also	included	a	request	to	reconcile	$1.8	billion	of	fuel	and	purchased	power	costs	covering	the	period	April	2007 through	June	2009.

Entergy	Texas's	November	2011	rate	case	filing,	which	is	discussed	below,	also	includes	a	request	to	reconcile	$1.3	billion	of	fuel	and	purchased	power	costs	covering	the	period	July	2009 through	June	2011.

# Retail	Rate	Proceedings

The	following	chart	summarizes	the	Utility	operating	companies'	current	retail	base	rates:

# Filings	with	the	APSC	(Entergy	Arkansas)

# Retail	Rates

2009	Base	Rate	Filing

In	September	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.

# Filings	with	the	LPSC

Formula	Rate	Plans	(Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana)

In	March	2005	the	LPSC	approved	a	settlement	proposal	to	resolve	various	dockets	covering	a	range	of	issues	for	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana.		The	settlement	included	the establishment	of	a	three-year	formula	rate	plan	for	Entergy	Gulf	States	Louisiana	that,	among	other	provisions,	established	a	return	on	common	equity	mid-point	of	10.65%	for	the	initial	three-year	term of	the	plan	and	permits	Entergy	Gulf	States	Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.		Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an allowed	range	of	9.9%	to	11.4%	are	allocated	60%	to	customers	and	40%	to	Entergy	Gulf	States	Louisiana.		Entergy	Gulf	States	Louisiana	made	its	initial	formula	rate	plan	filing	in	June	2005.		The formula	rate	plan	was	subsequently	extended	one	year.

Entergy	Louisiana	made	a	rate	filing	with	the	LPSC	requesting	a	base	rate	increase	in	January	2004.		In	May	2005	the	LPSC	approved	a	settlement	that	included	the	adoption	of	a	three-year	formula	rate plan,	the	terms	of	which	included	an	ROE	mid-point	of	10.25%	for	the	initial	three-year	term	of	the	plan	and	permit	Entergy	Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base rate	proceeding.		Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an	allowed	regulatory	range	of	9.45%	to	11.05%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Louisiana.		The initial	formula	rate	plan	filing	was	made	in	May	2006.

The	formula	rate	plans	for	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	have	subsequently	been	extended,	with	return	on	common	equity	provisions	consistent	with	the	previously	approved provisions,	to	cover	the	2008,	2009,	2010,	and	2011	test	years.

# Retail	Rates	-	Electric

# (Entergy	Gulf	States	Louisiana)

In	October	2009	the	LPSC	approved	a	settlement	that	resolved	Entergy	Gulf	States	Louisiana's	2007	test	year	filing	and	provided	for	a	formula	rate	plan	for	the	2008,	2009,	and	2010	test years.		10.65%	is	the	target	midpoint	return	on	equity	for	the	formula	rate	plan,	with	an	earnings	bandwidth	of	+/-	75	basis	points	(9.90%	-	11.40%).		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	resulted	in	a	$0.8	million	reduction	in	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,	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	reflected	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.		Entergy	Gulf	States	Louisiana and	the	LPSC	staff	subsequently	submitted	a	joint	report	on	the	2009	test	year	filing	consistent	with	these	terms	and	the	LPSC	approved	the	joint	report	in	January	2011.

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

In	May	2011,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2010	test	year.		The	filing	reflects	an	11.11%	earned	return	on	common	equity,	which	is	within	the allowed	earnings	bandwidth,	 indicating	no	cost	of	service	rate	change	 is	necessary	under	 the	formula	rate	plan.	 	The	filing	also	reflects	a	$22.8	million	rate	decrease	for	 incremental	capacity costs.		Entergy	Gulf	States	Louisiana	and	the	LPSC	Staff	subsequently	filed	a	joint	report	that	also	stated	that	no	cost	of	service	rate	change	is	necessary	under	the	formula	rate	plan,	and	the	LPSC approved	it	in	October	2011.

In	November	2011	the	LPSC	approved	a	one-year	extension	of	Entergy	Gulf	States	Louisiana's	formula	rate	plan.		In	addition,	Entergy	Gulf	States	Louisiana	is	required	to	file	a	full	rate	case	by	January 2013,	if	the	LPSC	has	not	acted	to	deny	the	requested	transmission	change-of-control	to	the	MISO	RTO.		If	the	LPSC	has	denied	this	request,	then	the	rate	case	must	be	filed	by	September	30,	2012.

(Entergy	Louisiana)

In	October	2009	the	LPSC	approved	a	settlement	that	resolved	Entergy	Louisiana's	2006	and	2007	test	year	filings	and	provided	for	a	new	formula	rate	plan	for	the	2008,	2009,	and	2010	test years.		10.25%	is	the	target	midpoint	return	on	equity	for	the	formula	rate	plan,	with	an	earnings	bandwidth	of	+/-	80	basis	points	(9.45%	-	11.05%).

Entergy	Louisiana	was	permitted,	effective	with	the	November	2009	billing	cycle,	to	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 included	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	resulted	in	a	$0.1	million	reduction	in	rates	effective	in	the	May	2010	billing	cycle	and	a	$0.1	million	refund.		In	addition, Entergy	Louisiana	moved	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,	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	reflected	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.		Entergy	Louisiana	and	the	LPSC	staff	subsequently submitted	a	joint	report	on	the	2009	test	year	filing	consistent	with	these	terms	and	the	LPSC	approved	the	joint	report	in	December	2010.

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

In	May	2011,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2010	test	year.		The	filing	reflects	an	11.07%	earned	return	on	common	equity,	which	is	just	outside	of	the allowed	earnings	bandwidth	and	results	in	no	cost	of	service	rate	change	under	the	formula	rate	plan.	 	The	filing	also	reflects	a	very	slight	($9	thousand)	rate	increase	for	incremental	capacity costs.		Entergy	Louisiana	and	the	LPSC	Staff	subsequently	filed	a	joint	report	that	reflects	an	11.07%	earned	return	and	results	in	no	cost	of	service	rate	change	under	the	formula	rate	plan,	and	the	LPSC approved	the	joint	report	in	October	2011.

In	November	2011	the	LPSC	approved	a	one-year	extension	of	Entergy	Louisiana's	current	formula	rate	plan.		The	next	formula	rate	plan	filing,	for	the	2011	test	year,	will	be	made	in	May	2012	and	will include	a	separate	identification	of	any	operating	and	maintenance	expense	savings	that	are	expected	to	occur	once	the	Waterford	3	steam	generator	replacement	project	is	complete.		Pursuant	to	the LPSC	decision,	from	September	2012	through	December	2012	earnings	above	an	11.05%	return	on	common	equity	(based	on	the	2011	test	year)	would	be	accrued	and	used	to	offset	the	Waterford	3 replacement	steam	generator	revenue	requirement	for	the	first	twelve	months	that	the	unit	is	in	rates.		If	the	project	is	not	in	service	by	January	1,	2013,	earnings	above	a	10.25%	return	on	common	equity (based	on	the	2011	test	year)	for	the	period	January	1,	2013	through	the	date	that	the	project	is	placed	in	service	will	be	accrued	and	used	to	offset	the	incremental	revenue	requirement	for	the	first	twelve months	that	the	unit	is	in	rates.		Upon	the	in-service	date	of	the	replacement	steam	generators,	rates	will	increase,	subject	to	refund	following	any	prudence	review,	by	the	full	revenue	requirement associated	with	the	replacement	steam	generators,	less	(i)	the	previously	accrued	excess	earnings	from	September	2012	until	the	in-service	date	and	(ii)	any	earnings	above	a	10.25%	return	on	common equity	(based	on	the	2011	test	year)	for	the	period	following	the	in-service	date,	provided	that	the	excess	earnings	accrued	prior	to	the	in-service	date	shall	only	offset	the	revenue	requirement	for	the	first year	of	operation	of	the	replacement	steam	generators.		These	rates	are	anticipated	to	remain	in	effect	until	Entergy	Louisiana's	next	full	rate	case	is	resolved.		Entergy	Louisiana	is	required	to	file	a	full rate	case	by	January	2013,	if	the	LPSC	has	not	acted	to	deny	the	requested	transmission	change-of-control	to	the	MISO	RTO.		If	the	LPSC	has	denied	this	request,	then	the	rate	case	must	be	filed	by September	30,	2012.

# Retail	Rates	-	Gas	(Entergy	Gulf	States	Louisiana)

In	January	2012,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan	for	the	test	year	ended	September	30,	2011.		The	filing	showed	an	earned	return	on	common equity	of	10.48%,	which	is	within	the	earnings	bandwidth	of	10.5%,	plus	or	minus	fifty	basis	points.		The	sixty-day	review	and	comment	period	for	this	filing	remains	open.

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

In	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	resulted	in	no	rate	change.

# Filings	with	the	MPSC	(Entergy	Mississippi)

# Formula	Rate	Plan	Filings

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.

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.

In	March	2011,	Entergy	Mississippi	submitted	its	formula	rate	plan	2010	test	year	filing.		The	filing	shows	an	earned	return	on	common	equity	of	10.65%	for	the	test	year,	which	is	within	the earnings	bandwidth	and	results	in	no	change	in	rates.		In	November	2011	the	MPSC	approved	a	joint	stipulation	between	Entergy	Mississippi	and	the	Mississippi	Public	Utilities	Staff	that	provides	for	no change	in	rates.

# Filings	with	the	City	Council	(Entergy	New	Orleans)

# Formula	Rate	Plan

On	July	31,	2008,	Entergy	New	Orleans	filed	an	electric	and	gas	base	rate	case	with	the	City	Council.		On	April	2,	2009,	the	City	Council	approved	a	comprehensive	settlement.		The	settlement provided	for	a	net	$35.3	million	reduction	in	combined	fuel	and	non-fuel	electric	revenue	requirement,	including	conversion	of	a	$10.6	million	voluntary	recovery	credit,	implemented	in	January	2008,	to a	permanent	reduction	and	substantial	realignment	of	Grand	Gulf

cost	recovery	from	fuel	to	electric	base	rates,	and	a	$4.95	million	gas	base	rate	increase,	both	effective	June	1,	2009,	with	adjustment	of	the	customer	charges	for	all	rate	classes.		A	new	three-year formula	rate	plan	was	also	adopted,	with	terms	including	an	11.1%	benchmark	electric	return	on	common	equity	(ROE)	with	a	+/-	40	basis	point	bandwidth	and	a	10.75%	benchmark	gas	ROE	with	a	+/- 50	basis	point	bandwidth.		Earnings	outside	the	bandwidth	reset	to	the	midpoint	benchmark	ROE,	with	rates	changing	on	a	prospective	basis	depending	on	whether	Entergy	New	Orleans	is	over-	or under-earning.		The	formula	rate	plan	also	includes	a	recovery	mechanism	for	City	Council-approved	capacity	additions,	plus	provisions	for	extraordinary	cost	changes	and	force	majeure	events.

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	reached	a	settlement	that	resulted	in	an	$18.0	million	electric	base	revenue	decrease	and	zero	gas	base	revenue	change	effective	with	the October	2010	billing	cycle.		The	City	Council	approved	the	settlement	in	November	2010.

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

The	2008	rate	case	settlement	also	included	$3.1	million	per	year	in	electric	rates	to	fund	the	Energy	Smart	energy	efficiency	programs.		In	September	2009	the	City	Council	approved	the	energy efficiency	programs	filed	by	Entergy	New	Orleans.		The	rate	settlement	provides	an	incentive	for	Entergy	New	Orleans	to	meet	or	exceed	energy	savings	targets	set	by	the	City	Council	and	provides	a mechanism	for	Entergy	New	Orleans	to	recover	lost	contribution	to	fixed	costs	associated	with	the	energy	savings	generated	from	the	energy	efficiency	programs.

# Filings	with	the	PUCT	and	Texas	Cities	(Entergy	Texas)

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	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	recommending	adjustments	that	would	result	in	a	maximum	rate	increase,	based	on	the	PUCT	Staff's	testimony,	of	$58 million.

The	parties	filed	a	settlement	in	August	2010	intended	to	resolve	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	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	an	interim	fuel	refund.	 	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	PUCT	approved	the	settlement	in December	2010.

In	November	2011,	Entergy	Texas	filed	a	rate	case	requesting	a	$112	million	base	rate	increase	reflecting	a	10.6%	return	on	common	equity	based	on	an	adjusted	June	2011	test	year.		The	rate	case	also proposed	a	purchased	power	recovery	rider.		The	parties	have	agreed	to	a	procedural	schedule	that	contemplates	a	final	decision	by	July	30,	2012,	with	rates	relating	back	to	June	30,	2012.		On	January 12,	2012,	the	PUCT	voted	not	to	address	the	purchased	power	recovery	rider	in	the	current	rate	case,	but	the	PUCT	voted	to	set	a	baseline	in	the	rate	case	proceeding	that	would	be	applicable	if	a purchased	power	capacity	rider	is	approved	in	a	separate	proceeding.

# System	Agreement	Cost	Equalization	Proceedings

The	Utility	operating	companies	historically	have	engaged	in	the	coordinated	planning,	construction,	and	operation	of	generating	and	bulk	transmission	facilities	under	the	terms	of	the	System Agreement,	which	is	a	rate	schedule	that	has	been	approved	by	the	FERC.		Certain	of	the	Utility	operating	companies'	retail	regulators	and	other	parties	are	pursuing	litigation	involving	the	System Agreement	at	the	FERC.		The	proceedings	include	challenges	to	the	allocation	of	costs	as	defined	by	the	System	Agreement	and	allegations	of	imprudence	by	the	Utility	operating	companies	in	their execution	of	their	obligations	under	the	System	Agreement.

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

·  The	System	Agreement	no	longer	roughly	equalizes	total	production	costs	among	the	Utility	operating	companies.

·  In	order	to	reach	rough	production	cost	equalization,	the	FERC	imposed	a	bandwidth	remedy	by	which	each	company's	total	annual	production	costs	will	have	to	be	within	+/-	11%	of	Entergy System	average	total	annual	production	costs.

·  In	calculating	the	production	costs	for	this	purpose	under	the	FERC's	order,	output	from	the	Vidalia	hydroelectric	power	plant	will	not	reflect	the	actual	Vidalia	price	for	the	year	but	is	priced	at that	year's	average	price	paid	by	Entergy	Louisiana	for	the	exchange	of	electric	energy	under	Service	Schedule	MSS-3	of	the	System	Agreement,	thereby	reducing	the	amount	of	Vidalia	costs reflected	in	the	comparison	of	the	Utility	operating	companies'	total	production	costs.

·  The	remedy	ordered	by	FERC	in	2005	required	no	refunds	and	became	effective	based	on	calendar	year	2006	production	costs	and	the	first	reallocation	payments	were	made	in	2007.

The	FERC's	decision	reallocates	total	production	costs	of	the	Utility	operating	companies	whose	relative	total	production	costs	expressed	as	a	percentage	of	Entergy	System	average	production costs	are	outside	an	upper	or	lower	bandwidth.		Under	the	current	circumstances,	this	will	be	accomplished	by	payments	from	Utility	operating	companies	whose	production	costs	are	more	than	11% below	Entergy	System	average	production	costs	to	Utility	operating	companies	whose	production	costs	are	more	than	the	Entergy	System	average	production	cost,	with	payments	going	first	to	those Utility	operating	companies	whose	total	production	costs	are	farthest	above	the	Entergy	System	average.

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

The	LPSC,	APSC,	MPSC,	and	the	Arkansas	Electric	Energy	Consumers	appealed	the	FERC's	decision	to	the	United	States	Court	of	Appeals	for	the	D.C.	Circuit.		Entergy	and	the	City	of	New	Orleans intervened	in	the	various	appeals.		The	D.C.	Circuit	issued	its	decision	in	April	2008.		The	D.C.	Circuit	concluded	that	the	FERC's	orders	had	failed	to	adequately	explain	both	its	conclusion	that	it	was prohibited	from	ordering	refunds	for	the	20-month	period	from	September	13,	2001	-	May	2,	2003	and	its	determination	to	implement	the	bandwidth	remedy	commencing	on	January	1,	2006,	rather	than June	1,	2005.		The	D.C.	Circuit	remanded	the	case	to	FERC	for	further	proceedings	on	these	issues.

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

In	December	2011,	Entergy	filed	with	the	FERC	its	compliance	filing	that	provides	the	payments	and	receipts	among	the	Utility	operating	companies	pursuant	to	the	FERC's	October	2011	order.		The filing	shows	the	following	payments/receipts	among	the	Utility	operating	companies:

|  | Payments	or |
| :--- | :--- |
|  | (Receipts) |
|  | (In\tMillions) |
| Entergy\tArkansas | $156 |
| Entergy\tGulf\tStates\tLouisiana | ($75) |
| Entergy\tLouisiana | $- |
| Entergy\tMississippi | ($33) |
| Entergy\tNew\tOrleans | ($5) |
| Entergy\tTexas | ($43) |

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

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

# Calendar	Year	2011	Production	Costs

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

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

# 2011	Rate	Filing	Based	on	Calendar	Year	2010	Production	Costs

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

|  | Payments	or<br>(Receipts) |
| :--- | :--- |
|  | (In\tMillions) |
| Entergy\tArkansas | $77 |
| Entergy\tGulf\tStates\tLouisiana | ($12) |
| Entergy\tLouisiana | $- |
| Entergy\tMississippi | ($40) |
| Entergy\tNew\tOrleans | ($25) |
| Entergy\tTexas | $- |

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

# Prior	Years'	Rough	Production	Cost	Equalization	Rates

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

| Entergy	Arkansas | $252 | $252 | $390 | $41 |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana | ($120) | ($124) | ($107) | $- |
| Entergy\tLouisiana | ($91) | ($36) | ($140) | ($22) |
| Entergy\tMississippi | ($41) | ($20) | ($24) | ($19) |
| Entergy\tNew\tOrleans | $- | ($7) | $- | $- |
| Entergy\tTexas | ($30) | ($65) | ($119) | $- |

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

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

# 2007	Rate	Filing	Based	on	Calendar	Year	2006	Production	Costs

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

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

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

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

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

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.

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

hearing	and	settlement	procedures.		Settlement	procedures	have	been	terminated,	and	the	ALJ	scheduled	hearings	to	begin	in	March	2011.		Subsequently,	in	January	2011	the	ALJ	issued	an	order directing	the	parties	and	FERC	Staff	to	show	cause	why	this	proceeding	should	not	be	stayed	pending	the	issuance	of	FERC	decisions	in	the	prior	production	cost	proceedings	currently	before	the	FERC on	review.		In	March	2011	the	ALJ	issued	an	order	placing	this	proceeding	in	abeyance.

# Interruptible	Load	Proceeding

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

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

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

Prior	to	the	FERC's	June	2011	order	on	rehearing,	Entergy	Arkansas	filed	an	application	in	November	2010	with	the	APSC	for	recovery	of	the	refund	that	it	paid.		The	APSC	denied	Entergy	Arkansas's application,	and	also	denied	Entergy	Arkansas's	petition	for	rehearing.		If	the	FERC	were	to	order	Entergy	Arkansas	to	pay	refunds	on	rehearing	in	the	interruptible	load	proceeding	the	APSC's	decision would	trap	FERC-approved	costs	at	Entergy	Arkansas	with	no	regulatory-approved	mechanism	to	recover	them.		In	August	2011,	Entergy	Arkansas	filed	a	complaint	in	the	United	States	District	Court for	the	Eastern	District	of	Arkansas	asking	for	a	declaratory	judgment.		In	the	complaint	Entergy	Arkansas	asks	the	court	to	declare	that	the	rejection	of	Entergy	Arkansas's	application	by	the	APSC	is preempted	by	the	Federal	Power	Act.		The	APSC	filed	a	motion	to	dismiss	the	complaint.		A	trial	in	the	proceeding	is	scheduled	for	July	2012.

# Entergy	Arkansas	Opportunity	Sales	Proceeding

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

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

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

# Storm	Cost	Recovery	Filings	with	Retail	Regulators

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	5	to	the	financial	statements	for	a	discussion	of	the	August	2010	issuance	of	the securitization	bonds.

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	below.		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.

In	December	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.

In	July	2010	the	Louisiana	Local	Government	Environmental	Facilities	and	Community	Development	Authority	(LCDA)	issued	$468.9	million	in	bonds	under	Act	55.		From	the	$462.4	million	of	bond proceeds	loaned	by	the	LCDA	to	the	LURC,	the	LURC	deposited	$200	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Louisiana	and	transferred	$262.4	million	directly	to Entergy	Louisiana.		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.

In	July	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.

# Hurricane	Katrina	and	Hurricane	Rita

In	August	and	September	2005,	Hurricanes	Katrina	and	Rita	caused	catastrophic	damage	to	large	portions	of	the	Utility's	service	territories	in	Louisiana,	Mississippi,	and	Texas,	including	the	effect	of extensive	flooding	that	resulted	from	levee	breaks	in	and	around	the	greater	New	Orleans	area.		The	storms	and	flooding	resulted	in	widespread	power	outages,	significant	damage	to	electric	distribution, transmission,	and	generation	and	gas	infrastructure,	and	the	loss	of	sales	and	customers	due	to	mandatory	evacuations	and	the	destruction	of	homes	and	businesses.

In	March	2008,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	the	Louisiana	Utilities	Restoration	Corporation	(LURC),	an	instrumentality	of	the	State	of	Louisiana,	filed	at	the	LPSC	an application	requesting	that	the	LPSC	grant	financing	orders	authorizing	the	financing	of	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	storm	costs,	storm	reserves,	and	issuance	costs	pursuant	to Act	55	of	the	Louisiana	Legislature	(Act	55	financings).		The	Act	55	financings	are	expected	to	produce	additional	customer	benefits	as	compared	to	traditional	securitization.		Entergy	Gulf	States Louisiana	and	Entergy	Louisiana	also	filed	an	application	requesting	LPSC	approval	for	ancillary	issues	including	the	mechanism	to	flow	charges	and	savings	to	customers	via	a	Storm	Cost	Offset rider.		On	April	8,	2008,	the	Louisiana	Public	Facilities	Authority	(LPFA),	which	is	the	issuer	of	the	bonds	pursuant	to	the	Act	55	financings,	approved	requests	for	the	Act	55	financings.		On	April	10, 2008,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	and	the	LPSC	Staff	filed	with	the	LPSC	an	uncontested	stipulated	settlement	that	includes	Entergy	Gulf	States	Louisiana	and	Entergy Louisiana's	proposals	under	the	Act	55	financings,	which	includes	a	commitment	to	pass	on	to	customers	a	minimum	of	$10	million	and	$30	million	of	customer	benefits,	respectively,	through prospective	annual	rate	reductions	of	$2	million	and	$6	million	for	five	years.		On	April	16,	2008,	the	LPSC	approved	the	settlement	and	issued	two	financing	orders	and	one	ratemaking	order	intended to	facilitate	implementation	of	the	Act	55	financings.		In	May	2008,	the	Louisiana	State	Bond	Commission	granted	final	approval	of	the	Act	55	financings.

In	July	2008	the	LPFA	issued	$687.7	million	in	bonds	under	the	aforementioned	Act	55.		From	the	$679	million	of	bond	proceeds	loaned	by	the	LPFA	to	the	LURC,	the	LURC	deposited	$152	million	in a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Louisiana	and	transferred	$527	million	directly	to	Entergy	Louisiana.		From	the	bond	proceeds	received	by	Entergy	Louisiana	from	the LURC,	Entergy	Louisiana	invested	$545	million,

including	$17.8	million	that	was	withdrawn	from	the	restricted	escrow	account	as	approved	by	the	April	16,	2008	LPSC	orders,	in	exchange	for	5,449,861.85	Class	A	preferred,	non-voting,	membership interest	units	of	Entergy	Holdings	Company	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy,	that	carry	a	10%	annual	distribution	rate.		Distributions	are	payable	quarterly	commencing	on September	15,	2008	and	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.

In	August	2008	the	LPFA	issued	$278.4	million	in	bonds	under	the	aforementioned	Act	55.		From	the	$274.7	million	of	bond	proceeds	loaned	by	the	LPFA	to	the	LURC,	the	LURC	deposited $87	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Gulf	States	Louisiana	and	transferred	$187.7	million	directly	to	Entergy	Gulf	States	Louisiana.		From	the	bond	proceeds received	by	Entergy	Gulf	States	Louisiana	from	the	LURC,	Entergy	Gulf	States	Louisiana	invested	$189.4	million,	including	$1.7	million	that	was	withdrawn	from	the	restricted	escrow	account	as approved	by	the	April	16,	2008	LPSC	orders,	in	exchange	for	1,893,918.39	Class	A	preferred,	non-voting,	membership	interest	units	of	Entergy	Holdings	Company	LLC	that	carry	a	10%	annual distribution	rate.		Distributions	are	payable	quarterly	commencing	on	September	15,	2008	and	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	LPFA,	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,	Entergy	Gulf	States	Louisiana,	and	Entergy	Louisiana	do	not	report	the	collections	as	revenue	because	they	are merely	acting	as	the	billing	and	collection	agent	for	the	state.

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.		Entergy	New	Orleans	received	$180.8	million	of	CDBG	funds	in	2007	and	$19.2	million	in	2010.

In	October	2006,	the	City	Council	approved	a	rate	filing	settlement	agreement	that,	among	other	things,	authorized	a	$75	million	storm	reserve	for	damage	from	future	storms,	which	will	be	created	over a	ten-year	period	through	a	storm	reserve	rider	that	began	in	March	2007.		These	storm	reserve	funds	will	be	held	in	a	restricted	escrow	account.

Entergy	Texas	filed	an	application	in	April	2009	seeking	a	determination	that	$577.5	million	of	Hurricane	Ike	and	Hurricane	Gustav	restoration	costs	are	recoverable,	including	estimated	costs	for	work to	be	completed.		On	August	5,	2009,	Entergy	Texas	submitted	to	the	ALJ	an	unopposed	settlement	agreement	intended	to	resolve	all	issues	in	the	storm	cost	recovery	case.		Under	the	terms	of	the agreement	$566.4	million,	plus	carrying	costs,	are	eligible	for	recovery.		Insurance	proceeds	will	be	credited	as	an	offset	to	the	securitized	amount.		Of	the	$11.1	million	difference	between	Entergy Texas's	request	and	the	amount	agreed	to,	which	is	part	of	the	black	box	agreement	and	not

directly	attributable	to	any	specific	individual	issues	raised,	$6.8	million	is	operation	and	maintenance	expense	for	which	Entergy	Texas	recorded	a	charge	in	the	second	quarter	2009.		The	remaining $4.3	 million	 was	 recorded	 as	 utility	 plant.	 	 The	 PUCT	 approved	 the	 settlement	 in	August	 2009,	 and	 in	 September	 2009	 the	 PUCT	 approved	 recovery	 of	 the	 costs,	 plus	 carrying	 costs,	 by securitization.		See	Note	5	to	the	financial	statements	for	a	discussion	of	the	November	2009	issuance	of	the	securitization	bonds.

# New	Nuclear	Generation	Development	Costs

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.		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.		In	October	2011,	Entergy	Mississippi	and	the	Mississippi	Public	Utilities	Staff	filed	with	the	MPSC	a	joint	stipulation.		The	stipulation states	that	there	should	be	a	deferral	of	the	$57	million	of	costs	incurred	through	September	2011	in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related	generation	resource development	activities	for	new	nuclear	generation	at	Grand	Gulf.		The	costs	shall	be	treated	as	a	regulatory	asset	until	the	proceeding	is	resolved.		The	Mississippi	Public	Utilities	Staff	and	Entergy Mississippi	also	agree	that	the	MPSC	should	conduct	a	hearing	during	2012	to	consider	the	relief	requested	by	Entergy	Mississippi	in	its	application,	including	evidence	regarding	whether	costs	incurred in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related	generation	resource	development	activities	for	new	nuclear	generation	at	Grand	Gulf	were	prudently	incurred	and	are	otherwise allowable.		The	Mississippi	Public	Utilities	Staff	and	Entergy	Mississippi	further	agree	that	such	prudently	incurred	costs	shall	be	recoverable	in	a	manner	to	be	determined	by	the	MPSC.		In	the Stipulation,	the	Mississippi	Public	Utilities	Staff	and	Entergy	Mississippi	agree	that	the	development	of	a	nuclear	unit	project	option	is	consistent	with	the	Mississippi	Baseload	Act.		The	Mississippi Public	Utilities	Staff	and	Entergy	Mississippi	further	agree	that	the	deferral	of	costs	incurred	in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related	generation	resource	development activities	for	new	nuclear	generation	at	Grand	Gulf	also	is	consistent	with	the	Mississippi	Baseload	Act.		Entergy	Mississippi	will	not	accrue	carrying	charges	or	continue	to	accrue	AFUDC	on	the	costs, pending	the	outcome	of	the	proceeding.		The	MPSC	approved	the	stipulation	in	November	2011.

# Error	in	the	Allocation	of	Transmission	Costs

In	the	fourth	quarter	2011,	Entergy	determined	that	the	allocation	of	transmission	costs	among	the	Utility	operating	companies	under	the	System	Agreement	inadvertently	excluded	certain transmission	costs.		This	exclusion	resulted	in	the	over	or	understatement	of	System	Agreement	bills	among	the	Utility	operating	companies	during	the	period	from	1996	through	the	third	quarter	2011. The	effect	was	immaterial	to	the	balance	sheets,	results	of	operations,	and	cash	flows	of	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	Texas	for	all	prior	reporting periods	and	on	a	cumulative	basis.		Therefore,	cumulative	adjustments	were	recorded	in	the	fourth	quarter	2011	to	correct	for	the	amounts	previously	misstated.		These	adjustments	increased	(reduced) 2011	income	before	income	taxes	by	$8.9	million	for	Entergy	Arkansas,	$5.8	million	for	Entergy	Gulf	States	Louisiana,	($17.1)	million	for	Entergy	Louisiana,	and	($3.1)	million	for	Entergy	Texas.

The	effect	was	also	immaterial	to	the	balance	sheets,	results	of	operations,	and	cash	flows	of	Entergy	Mississippi	and	Entergy	New	Orleans	for	all	prior	reporting	periods.		Correcting	the cumulative	effect	of	the	error	in	the	fourth	quarter	2011	would	have	been	material,	however,	to	the	results	of	operations	of	Entergy	Mississippi	and	Entergy	New	Orleans.		Accordingly,	Entergy Mississippi	and	Entergy	New	Orleans	are	restating	their	2009	and	2010	financial	statements.		The	effects	of	the	correction	for	2009	and	2010	were	the	following	increases	or	(decreases)	to	the	previously reported	amounts	for	the	following	financial	statement	items:

|  | Income<br>before<br>income<br>taxes | Income<br>taxes | Net<br>income | Accounts<br>receivable-<br>associated<br>companies | Taxes<br>accrued/<br>Prepayments	and<br>other |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Entergy\tMississippi |  |  |  |  |  |
| 2009 | $2.8 | $1.1 | $1.7 | $- | $- |
| 2010 | $2.7 | $1.0 | $1.7 | $11.1 | $4.3 |
| Entergy\tNew\tOrleans |  |  |  |  |  |
| 2009 | ($0.9) | ($0.4) | ($0.5) | $- | $- |
| 2010 | $0.2 | $0.1 | $0.1 | ($5.8) | $2.3 |

The	cumulative	effects	of	the	correction	on	beginning	retained	earnings	for	2009	were	the	following	increase	and	(decrease):

| Entergy	Mississippi | $3.5	million |
| :--- | :--- |
| Entergy\tNew\tOrleans | ($3.0\tmillion) |

There	was	no	effect	on	the	Entergy	financial	statements	for	any	period	because	the	error	only	involved	the	allocation	of	shared	transmission	costs	among	the	Utility	operating	companies	under the	System	Agreement	and,	therefore,	had	no	effect	on	a	consolidated	basis.

# NOTE	3.		INCOME	TAXES	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and System	Energy)

Income	tax	expenses	from	continuing	operations	for	2011,	2010,	and	2009	for	Entergy	Corporation	and	Subsidiaries	consist	of	the	following:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Current: |  |  |  |
| \t\tFederal | $452,713 | $145,161 | ($433,105) |
| \t\tForeign | 130 | 131 | 154 |
| \t\tState | 152,711 | 19,313 | (108,552) |
| \t\t\t\tTotal | 605,554 | 164,605 | (541,503) |
| Deferred\tand\tnon-current\t--\tnet | (311,708) | 468,698 | 1,191,418 |
| Investment\ttax\tcredit\n\t\t\tadjustments\t--\tnet | (7,583) | (16,064) | (17,175) |
| Income\ttax\texpense\tfrom |  |  |  |
| \t\t\t\tcontinuing\toperations | $286,263 | $617,239 | $632,740 |

Income	tax	expenses	(benefit)	for	2011,	2010,	and	2009	for	Entergy's	Registrant	Subsidiaries	consist	of	the	following:

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t2011 | \tEntergy\n\tArkansas | \tGulf\tStates\n\tLouisiana | \tEntergy\n\tLouisiana | \tEntergy\n\tMississippi | \tEntergy\n\tNew\tOrleans | \tEntergy\n\tTexas | \tSystem\n\tEnergy |
|  |  |  |  | \t(In\tThousands) |  |  |  |
| Current: |  |  |  |  |  |  |  |
| \t\tFederal | ($12,448) | ($30,106) | ($136,800) | ($9,466) | $14,641 | ($33,045) | $139,529 |
| \t\tState | \t(1,751) | 15,950 | 34,832 | 6,069 | 1,724 | 3,153 | 16,825 |
| \t\t\t\tTotal | (14,199) | (14,156) | (101,968) | (3,397) | 16,365 | (29,892) | 156,354 |
| Deferred\tand\tnon-current\t--\tnet | 148,978 | 105,827 | \t(265,046) | 32,380 | \t(201) | 80,993 | (84,505) |
| Investment\ttax\tcredit\n\t\t\tadjustments\t--\tnet | \t(2,014) | \t(3,358) | \t(3,197) | \t(182) | \t(302) | \t(1,609) | 3,104 |
| \t\t\tIncome\ttaxes\t(benefit) | $132,765 | $88,313 | ($370,211) | $28,801 | $15,862 | $49,492 | $74,953 |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t2010 | \tEntergy\n\tArkansas | \tGulf\tStates\n\tLouisiana | \tEntergy\n\tLouisiana | \tEntergy\n\tMississippi | \tEntergy\n\tNew\tOrleans | \tEntergy\n\tTexas | \tSystem\n\tEnergy |
|  |  |  |  | \t(In\tThousands) |  |  |  |
| Current: |  |  |  |  |  |  |  |
| \t\tFederal | $114,821 | $196,230 | $73,174 | $13,722 | ($114,382) | ($10,607) | ($4,102) |
| \t\tState | \t(9,200) | 481 | (4,324) | 5,959 | 1,427 | 1,060 | 3,328 |
| \t\t\t\tTotal | 105,621 | 196,711 | 68,850 | 19,681 | (112,955) | (9,547) | (774) |
| Deferred\tand\tnon-current\t--\tnet | 10,328 | (117,426) | \t918 | 31,415 | \t129,880 | 53,539 | 60,305 |
| Investment\ttax\tcredit\n\t\t\tadjustments\t--\tnet | \t(3,005) | \t(3,407) | \t(3,222) | \t(985) | \t(324) | \t(1,609) | (3,482) |
| \t\t\tIncome\ttaxes\t(benefit) | $112,944 | $75,878 | $66,546 | $50,111 | $16,601 | $42,383 | $56,049 |

| 2009 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>	Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Current: |  |  |  |  |  |  |  |
| \t\tFederal | ($37,544) | ($203,651) | $12,387 | $20,279 | $160,552 | ($72,207) | $73,183 |
| \t\tState | 22,710 | (12,416) | \t(49,843) | \t(2,181) | 1,098 | 2,478 | \t(12,667) |
| \t\t\t\tTotal | (14,834) | (216,067) | (37,456) | 18,098 | 161,650 | (69,729) | 60,516 |
| Deferred\tand\tnon-current\t--\tnet | 100,584 | 308,659 | 85,728 | 26,400 | \t(145,981) | 108,253 | 39,866 |
| Investment\ttax\tcredit\n\t\t\tadjustments\t--\tnet | \t(3,994) | \t(3,407) | \t(3,222) | \t(1,103) | \t(323) | \t(1,609) | \t(3,481) |
| \t\t\tIncome\ttaxes | $81,756 | $89,185 | $45,050 | $43,395 | $15,346 | $36,915 | $96,901 |

Total	income	taxes	for	Entergy	Corporation	and	Subsidiaries	differ	from	the	amounts	computed	by	applying	the	statutory	income	tax	rate	to	income	before	taxes.		The	reasons	for	the	differences for	the	years	2011,	2010,	and	2009	are:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tincome\tattributable\tto\tEntergy\tCorporation | $1,346,439 | $1,250,242 | $1,231,092 |
| Preferred\tdividend\trequirements\tof\tsubsidiaries | 20,933 | 20,063 | 19,958 |
| Consolidated\tnet\tincome | 1,367,372 | 1,270,305 | 1,251,050 |
| Income\ttaxes | 286,263 | 617,239 | 632,740 |
| Income\tbefore\tincome\ttaxes | $1,653,635 | $1,887,544 | $1,883,790 |
| Computed\tat\tstatutory\trate\t(35%) | $578,772 | $660,640 | $659,327 |
| Increases\t(reductions)\tin\ttax\tresulting\tfrom: |  |  |  |
| \t\tState\tincome\ttaxes\tnet\tof\tfederal\tincome\ttax\teffect | 93,940 | 40,530 | 65,241 |
| \t\tRegulatory\tdifferences\t-\tutility\tplant\titems | 39,970 | 31,473 | 57,383 |
| \t\tEquity\tcomponent\tof\tAFUDC | \t(30,184) | \t(16,542) | \t(17,741) |
| \t\tAmortization\tof\tinvestment\ttax\tcredits | \t(14,962) | \t(15,980) | \t(16,745) |
| \t\tNet-of-tax\tregulatory\tliability\t(a) | 65,357 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- |
| \t\tDeferred\ttax\treversal\ton\tPPA\tsettlement\t(a) | \t(421,819) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- |
| \t\tWrite-off\tof\treorganization\tcosts | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t(19,974) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- |
| \t\tTax\tlaw\tchange-Medicare\tPart\tD | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | 13,616 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- |
| \t\tDecommissioning\ttrust\tfund\tbasis | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t(7,917) |
| \t\tCapital\tgains\t/\t(losses) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t(28,051) |
| \t\tFlow-through\t/\tpermanent\tdifferences | \t(17,848) | \t(26,370) | \t(31,745) |
| \t\tProvision\tfor\tuncertain\ttax\tpositions | 2,698 | \t(43,115) | \t(17,435) |
| \t\tValuation\tallowance | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t(40,795) |
| \t\tOther\t-\tnet | \t(9,661) | \t(7,039) | 11,218 |
| \t\t\t\tTotal\tincome\ttaxes\tas\treported | $286,263 | $617,239 | $632,740 |
| Effective\tIncome\tTax\tRate | 17.3% | 32.7% | 33.6% |

(a)		See	"Income	Tax	Audits	-	2006-2007	IRS	Audit"	below	for	discussion	of	these	items.

Total	income	taxes	for	the	Registrant	Subsidiaries	differ	from	the	amounts	computed	by	applying	the	statutory	income	tax	rate	to	income	before	taxes.		The	reasons	for	the	differences	for	the years	2011,	2010,	and	2009	are:

| 2011 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>	Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $164,891 | $203,027 | $473,923 | $108,729 | $35,976 | $80,845 | $64,197 |
| Income\ttaxes\t(benefit) | 132,765 | 88,313 | \t(370,211) | 28,801 | 15,862 | 49,492 | 74,953 |
| \t\t\t\t\tPretax\tincome | $297,656 | $291,340 | $103,712 | $137,530 | $51,838 | $130,337 | $139,150 |
| Computed\tat\tstatutory\trate\t(35%) | $104,180 | $101,969 | $36,299 | $48,136 | $18,143 | $45,618 | $48,703 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \t\t\t\t\t\tresulting\tfrom: |  |  |  |  |  |  |  |
| \t\t\t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tfederal\tincome\ttax\teffect | 13,727 | 9,618 | 943 | 3,211 | 3,350 | 2,033 | 4,436 |
| \t\t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tutility\tplant\titems | 10,079 | 8,379 | 1,404 | 2,038 | 3,860 | 4,003 | 10,207 |
| \t\tEquity\tcomponent\tof\tAFUDC | \t(3,363) | \t(3,181) | \t(11,315) | \t(2,963) | \t(215) | \t(1,322) | \t\t\t(7,825) |
| \t\t\tAmortization\tof\tinvestment |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tcredits | \t(1,992) | \t(3,336) | \t(3,168) | \t(960) | \t(295) | \t(1,596) | \t(3,480) |
| \t\tNet-of-tax\tregulatory\tliability\t(a) | - | - | 65,357 | - | - | - | - |
| \t\tDeferred\ttax\treversal\ton\tPPA |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tsettlement\t(a) | - | - | \t(421,819) | - | - | - | - |
| \t\t\t\tFlow-through\t/\tpermanent |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdifferences | \t(1,365) | \t(836) | \t(1,285) | 304 | \t(4,983) | 88 | 529 |
| Non-taxable |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdividend\tincome | - | \t(11,364) | \t(27,336) | - | - | - | - |
| \t\tBenefit\tof\tEntergy\tCorporation |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\texpenses | - | \t(5,694) | \t\t\t\t\t\t\t\t\t\t- | \t(21,248) | \t(6,235) | \t(16) | 16,559 |
| \t\t\t\tProvision\tfor\tuncertain |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tpositions | 12,016 | \t(7,144) | \t(4,880) | \t(2) | 2,241 | 717 | 5,878 |
| \t\t\t\tOther\t--\tnet | \t(517) | \t(98) | \t(4,411) | 285 | \t(4) | \t(33) | \t(54) |
| \t\t\t\t\t\tTotal\tincome\ttaxes\t(benefit) | $132,765 | $88,313 | ($370,211) | $28,801 | $15,862 | $49,492 | $74,953 |
| Effective\tIncome\tTax\tRate | 44.6% | 30.3% | -357.0% | 20.9% | 30.6% | 38.0% | 53.9% |

| 2010 | Entergy<br>	Arkansas | Gulf	States<br>	Louisiana | Entergy<br>	Louisiana | Entergy<br>	Mississippi | Entergy<br>	New	Orleans | Entergy<br>	Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $172,618 | $190,738 | $231,435 | $85,377 | $31,114 | $66,200 | $82,624 |
| Income\ttaxes | 112,944 | 75,878 | \t\t\t\t\t66,546 | 50,111 | 16,601 | 42,383 | 56,049 |
| \t\t\t\t\tPretax\tincome | $285,562 | $266,616 | $297,981 | $135,488 | $47,715 | $108,583 | $138,673 |
| Computed\tat\tstatutory\trate\t(35%) | $99,947 | $93,316 | $104,293 | $47,421 | $16,700 | $38,004 | $48,536 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \t\t\t\t\t\tresulting\tfrom: |  |  |  |  |  |  |  |
| \t\t\t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tfederal\tincome\ttax\teffect | 13,156 | 1,142 | \t(10,618) | 1,245 | 1,387 | 424 | 2,206 |
| \t\t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tutility\tplant\titems | 6,126 | \t(4,004) | 7,374 | 3,455 | 3,999 | 4,089 | 10,435 |
| \t\t\tEquity\tcomponent\tof\tAFUDC | \t(144) | \t(1,547) | \t(8,361) | \t(1,643) | \t(184) | \t(1,525) | \t(3,138) |
| \t\t\tAmortization\tof\tinvestment |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tcredits | \t(2,983) | \t(3,309) | \t(3,192) | \t(972) | \t(313) | \t(1,596) | \t(3,480) |
| \t\t\t\tFlow-through\t/\tpermanent |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdifferences | \t(1,235) | \t(7,996) | \t(754) | 153 | \t(4,883) | 236 | \t(497) |
| Non-taxable |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdividend\tincome | - | \t(9,189) | \t(23,603) | - | - | - | - |
| \t\t\t\tProvision\tfor\tuncertain |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tpositions | \t(2,100) | 7,200 | 2,200 | 700 | \t(300) | 2,800 | 2,090 |
| \t\t\t\tOther\t--\tnet | 177 | 265 | \t(793) | \t(248) | 195 | \t(49) | \t(103) |
| \t\t\t\t\t\tTotal\tincome\ttaxes | $112,944 | $75,878 | $66,546 | $50,111 | $16,601 | $42,383 | $56,049 |
| Effective\tIncome\tTax\tRate | 39.6% | 28.5% | 22.3% | 37.0% | 34.8% | 39.0% | 40.4% |

| 2009 | Entergy<br>	Arkansas | Gulf	States<br>Louisiana | Entergy<br>	Louisiana | Entergy<br>	Mississippi | Entergy<br>	New	Orleans | Entergy<br>	Texas | System<br>	Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $66,875 | $153,047 | $232,845 | $79,367 | $30,479 | $63,841 | $48,908 |
| Income\ttaxes | 81,756 | 89,185 | 45,050 | 43,395 | 15,346 | 36,915 | 96,901 |
| \t\t\t\t\tPretax\tincome | $148,631 | $242,232 | $277,895 | $122,762 | $45,825 | $100,756 | $145,809 |
| Computed\tat\tstatutory\trate\t(35%) | $52,021 | $84,781 | $97,263 | $42,967 | $16,039 | $35,264 | $51,033 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \t\t\t\t\t\tresulting\tfrom: |  |  |  |  |  |  |  |
| \t\t\t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tfederal\tincome\ttax\teffect | 9,617 | 6,487 | 5,095 | 2,508 | 1,339 | 1,509 | 4,033 |
| \t\t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tutility\tplant\titems | 19,275 | 10,303 | 14,463 | 1,365 | \t(55) | 2,008 | 10,024 |
| Equity\tcomponent\tof\tAFUDC | \t(1,827) | \t(1,898) | \t(9,796) | \t(1,037) | \t(82) | \t(1,831) | \t(1,270) |
| \t\t\tAmortization\tof\tinvestment |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tcredits | \t(3,972) | \t(3,088) | \t(3,192) | \t(1,092) | \t(324) | \t(1,596) | \t(3,480) |
| \t\t\t\tFlow-through\t/\tpermanent |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdifferences | 4,158 | 1,208 | 2,257 | 718 | \t(2,218) | 293 | \t(3,192) |
| Non-taxable |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\tdividend\tincome | - | \t(6,627) | \t(19,075) | - | - | - | - |
| \t\t\t\tBenefit\tof\tEntergy\tCorporation |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\texpenses | 978 | \t(170) | \t(24,231) | \t(2,841) | 31 | - | 35,027 |
| \t\t\t\tProvision\tfor\tuncertain |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tpositions | - | \t(5,400) | \t(17,700) | 800 | \t(400) | 600 | 4,900 |
| \t\t\t\tOther\t--\tnet | 1,506 | 3,589 | \t(34) | 7 | 1,016 | 668 | \t(174) |
| \t\t\t\t\t\tTotal\tincome\ttaxes | $81,756 | $89,185 | $45,050 | $43,395 | $15,346 | $36,915 | $96,901 |
| Effective\tIncome\tTax\tRate | 55.0% | 36.8% | 16.2% | 35.3% | 33.5% | 36.6% | 66.5% |

Significant	components	of	accumulated	deferred	income	taxes	and	taxes	accrued	for	Entergy	Corporation	and	Subsidiaries	as	of	December	31,	2011	and	2010	are	as	follows:

| Plant	basis	differences	-	net | ($7,349,990) | ($6,572,627) |
| :--- | :--- | :--- |
| \t\t\t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | \t(430,807) | \t\t\t\t\t(449,266) |
| \t\t\t\tPower\tpurchase\tagreements | \t(17,138) | \t\t\t\t\t(265,429) |
| \t\t\t\tNuclear\tdecommissioning\ttrusts | \t(553,558) | \t\t\t\t\t(439,481) |
| \t\t\t\tOther | \t(686,006) | \t\t\t\t\t(679,302) |
| \t\t\t\t\t\t\t\tTotal | (9,037,499) | (8,406,105) |
| Deferred\ttax\tassets: |  |  |
| \t\t\t\tAccumulated\tdeferred\tinvestment |  |  |
| \t\t\t\t\t\t\t\ttax\tcredit | 108,338 | \t\t\t\t\t\t\t111,170 |
| \t\t\t\tPension\tand\tother\tpost-employment\tbenefits | 315,134 | \t\t\t\t\t\t\t161,730 |
| \t\t\t\tNuclear\tdecommissioning\tliabilities | 612,945 | \t\t\t\t\t\t\t285,889 |
| \t\t\t\tSale\tand\tleaseback | 217,430 | \t\t\t\t\t\t\t256,157 |
| \t\t\t\tProvision\tfor\tregulatory\tadjustments | \t\t\t\t\t97,607 | \t\t\t\t\t\t\t100,504 |
| \t\t\t\tProvision\tfor\tcontingencies | \t\t\t\t\t\t28,504 | \t\t\t\t\t\t\t\t\t28,554 |
| \t\t\t\tUnbilled/deferred\trevenues | 12,217 | \t\t\t\t\t\t\t\t\t18,642 |
| \t\t\t\tCustomer\tdeposits | 14,825 | \t\t\t\t\t\t\t\t\t15,724 |
| \t\t\t\tNet\toperating\tloss\tcarryforwards | 253,518 | \t\t\t\t\t\t\t123,710 |
| \t\t\t\tCapital\tlosses | 12,995 | \t\t\t\t\t\t\t\t\t56,602 |
| \t\t\t\tOther | 96,676 | \t\t\t\t\t\t\t\t\t19,009 |
| \t\t\t\tValuation\tallowance | \t(85,615) | \t\t\t\t\t\t\t(70,089) |
| \t\t\t\t\t\t\t\tTotal | 1,684,574 | \t\t\t\t1,107,602 |
| Noncurrent\taccrued\ttaxes\t(including\tunrecognized\n\t\t\t\t\ttax\tbenefits) | \t(814,597) | \t(1,261,455) |
| \t\t\t\t\t\tAccumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | ($8,167,522) | ($8,559,958) |

Entergy's	estimated	tax	attributes	carryovers	and	their	expiration	dates	as	of	December	31,	2011	are	as	follows:

| Carryover	Description | Carryover	Amount | Year(s)	of	expiration |
| :--- | :--- | :--- |
| Federal\tnet\toperating\tlosses | $9\tbillion | 2023-2031 |
| State\tnet\toperating\tlosses | $8\tbillion | 2012-2031 |
| State\tcapital\tlosses | $162\tmillion | 2013-2015 |
| Federal\tminimum\ttax\tcredits | $79\tmillion | never |
| Other\tfederal\tand\tstate\tcredits | $80\tmillion | 2012-2031 |

As	a	result	of	the	accounting	for	uncertain	tax	positions,	the	amount	of	the	deferred	tax	assets	reflected	in	the	financial	statements	is	less	than	the	amount	of	the	tax	effect	of	the	federal	and	state	net operating	loss	carryovers,	tax	credit	carryovers,	and	other	tax	attributes	reflected	on	income	tax	returns.

Because	it	is	more	likely	than	not	that	the	benefit	from	certain	state	net	operating	and	capital	loss	carryovers	will	not	be	utilized,	a	valuation	allowance	of	$66	million	and	$13	million	has	been	provided on	the	deferred	tax	assets	relating	to	these	state	net	operating	and	capital	loss	carryovers,	respectively.

Significant	components	of	accumulated	deferred	income	taxes	and	taxes	accrued	for	the	Registrant	Subsidiaries	as	of	December	31,	2011	and	2010	are	as	follows:

| 2011 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>	Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |  |  |
| Deferred\ttax\tliabilities: |  |  |  |  |  |  |  |
| \t\t\t\tPlant\tbasis\tdifferences\t-\tnet | ($1,375,502) | ($1,224,422) | ($1,085,047) | ($608,596) | ($169,538) | ($892,707)\t($505,369) | ($892,707)\t($505,369) |
| \t\t\t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | \t(64,204) | \t(140,644) | \t(121,388) | \t(28,183) | 70,973 | \t(59,812) | \t(87,550) |
| \t\t\t\tPower\tpurchase\tagreements | 94 | 3,938 | \t(1) | 2,383 | 22 | 2,547 | - |
| \t\t\t\tNuclear\tdecommissioning\ttrusts | \t(53,789) | \t(21,096) | \t(22,441) | - | - | - | \t(19,138) |
| \t\t\t\tDeferred\tfuel | \t(82,452) | \t(1,225) | \t(4,285) | 718 | \t(331) | 3,932 | \t(8) |
| \t\t\t\tOther | \t(107,558) | \t(1,532) | \t(26,373) | \t(10,193) | \t(18,319) | \t(14,097) | \t(9,333) |
| \t\t\t\t\t\t\t\tTotal | ($1,683,411) | ($1,384,981) | ($1,259,535) | ($643,871) | ($117,193) | ($960,137)\t($621,398) | ($960,137)\t($621,398) |
| Deferred\ttax\tassets: |  |  |  |  |  |  |  |
| \t\t\t\tAccumulated\tdeferred\tinvestment |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tcredits | 16,843 | 31,367 | 28,197 | 2,437 | 592 | 6,769 | 22,133 |
| \t\t\t\tPension\tand\tOPEB | \t(75,399) | 92,602 | 19,866 | \t(30,390) | \t(11,713) | \t(41,964) | \t(19,593) |
| \t\t\t\tNuclear\tdecommissioning\tliabilities | \t(104,862) | \t(38,683) | 56,399 | - | - | - | \t(47,360) |
| \t\t\t\tSale\tand\tleaseback | - | - | 66,801 | - | - | - | 150,629 |
| \t\t\t\tProvision\tfor\tregulatory\tadjustments | - | 97,608 | - | - | - | - | - |
| \t\t\t\tProvision\tfor\tcontingencies | 4,167 | 90 | 3,940 | 2,465 | 10,121 | 2,299 | - |
| \t\t\t\tUnbilled/deferred\trevenues | 15,222 | \t(21,918) | \t(7,108) | 8,990 | 2,707 | 14,324 | - |
| \t\t\t\tCustomer\tdeposits | 7,019 | 618 | 5,699 | 1,379 | 109 | - | - |
| \t\t\t\tRate\trefund | 11,627 | - | 134 | - | 2 | \t(3,924) | - |
| \t\t\t\tNet\toperating\tloss\tcarryforwards | - | - | 39,153 | - | - | 58,546 | - |
| \t\t\t\tOther | 3,485 | 27,392 | 18,824 | 4,826 | 5,248 | 37,734 | 25,724 |
| \t\t\t\t\t\t\t\tTotal | \t(121,898) | 189,076 | 231,905 | \t(10,293) | 7,066 | 73,784 | 131,533 |
| Noncurrent\taccrued\ttaxes\t(including\n\t\t\t\t\tunrecognized\ttax\tbenefits) | \t(27,718) | \t(206,752) | \t(75,750) | \t(6,271) | \t(27,859) | 39,799 | \t(165,981) |
| \t\t\t\t\t\t\t\tAccumulated\tdeferred\tincome\n\t\t\t\t\t\t\t\t\t\t\t\t\ttaxes\tand\ttaxes\taccrued | ($1,833,027) | ($1,402,657) | ($1,103,380) | ($660,435) | ($137,986) | ($846,554) | ($655,846) |

| 2010 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>	Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |  |  |
| Deferred\ttax\tliabilities: |  |  |  |  |  |  |  |
| \t\t\t\tPlant\tbasis\tdifferences\t-\tnet | ($1,213,900) | ($1,114,183) | ($1,135,092) | ($564,928) | ($206,739) | ($881,037)\t($474,446) | ($881,037)\t($474,446) |
| \t\t\t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | \t(87,848) | \t(132,145) | \t(138,131) | \t(24,649) | 66,251 | \t(53,906) | \t(78,836) |
| \t\t\t\tPower\tpurchase\tagreements | 582 | 102,581 | \t(417,388) | \t(766) | \t(61) | \t(6,851) | - |
| \t\t\t\tNuclear\tdecommissioning\ttrusts | \t(9,968) | \t(978) | \t(3,806) | - | - | - | \t(4,102) |
| \t\t\t\tDeferred\tfuel | \t(24,210) | \t(935) | \t(7,584) | \t(4,521) | \t(626) | 10,025 | \t(60) |
| \t\t\t\tOther | \t(123,524) | \t(2,505) | \t(21,971) | \t(10,991) | \t(13,839) | \t(19,712) | \t(15,234) |
| \t\t\t\t\t\t\t\tTotal | ($1,458,868) | ($1,148,165) | ($1,723,972) | ($605,855) | ($155,014) | ($951,481)\t($572,678) | ($951,481)\t($572,678) |
| Deferred\ttax\tassets: |  |  |  |  |  |  |  |
| \t\t\t\tAccumulated\tdeferred\tinvestment |  |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\ttax\tcredits | 17,623 | 32,651 | 29,417 | 2,502 | 706 | 7,327 | 20,944 |
| \t\t\t\tPension\tand\tOPEB | \t(64,774) | 70,954 | 7,922 | \t(27,111) | \t(11,527) | \t(38,152) | \t(18,255) |
| \t\t\t\tNuclear\tdecommissioning\tliabilities | \t(173,666) | \t(41,829) | - | - | - | - | \t(69,610) |
| \t\t\t\tSale\tand\tleaseback | - | - | 80,117 | - | - | - | 176,040 |
| \t\t\t\tProvision\tfor\tregulatory\tadjustments | - | 100,504 | - | - | - | - | - |
| \t\t\t\tUnbilled/deferred\trevenues | 8,056 | \t(23,853) | 6,892 | 8,914 | 1,538 | 15,775 | - |
| \t\t\t\tCustomer\tdeposits | 7,907 | 618 | 5,699 | 1,391 | 109 | - | - |
| \t\t\t\tRate\trefund | 10,873 | \t(5,386) | 131 | - | - | \t(4,008) | - |
| \t\t\t\tNet\toperating\tloss\tcarryforwards | - | 40 | 41 | - | 8 | 139,859 | - |
| \t\t\t\tOther | 13,589 | 26,468 | 25,897 | 14,585 | 21,310 | 28,508 | 16,486 |
| \t\t\t\t\t\t\t\tTotal | \t(180,392) | 160,167 | 156,116 | 281 | 12,144 | 149,309 | 125,605 |
| Noncurrent\taccrued\ttaxes\t(including\n\t\t\t\t\tunrecognized\ttax\tbenefits) | \t(104,925) | \t(419,125) | \t(321,757) | \t(55,585) | \t(22,328) | 17,256 | \t(178,447) |
| \t\t\t\t\t\t\t\tAccumulated\tdeferred\tincome\n\t\t\t\t\t\t\t\t\t\t\t\t\ttaxes\tand\ttaxes\taccrued | ($1,744,185) | ($1,407,123) | ($1,889,613) | ($661,159) | ($165,198) | ($784,916) | ($625,520) |

The	Registrant	Subsidiaries'	estimated	tax	attributes	carryovers	and	their	expiration	dates	as	of	December	31,	2011	are	as	follows:

As	a	result	of	the	accounting	for	uncertain	tax	positions,	the	amount	of	the	deferred	tax	assets	reflected	in	the	financial	statements	is	less	than	the	amount	of	the	tax	effect	of	the	federal	and	state	net operating	loss	carryovers	and	tax	credit	carryovers.

# Unrecognized	tax	benefits

Accounting	standards	establish	a	"more-likely-than-not"	recognition	threshold	that	must	be	met	before	a	tax	benefit	can	be	recognized	in	the	financial	statements.		If	a	tax	deduction	is	taken	on	a	tax return,	but	does	not	meet	the	more-likely-than-not	recognition	threshold,	an	increase	in	income	tax	liability,	above	what	is	payable	on	the	tax	return,	is	required	to	be	recorded.		A	reconciliation	of Entergy's	beginning	and	ending	amount	of	unrecognized	tax	benefits	is	as	follows:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Gross\tbalance\tat\tJanuary\t1 | $4,949,788 | $4,050,491 | $1,825,447 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\n\t\tcurrent\tyear | 211,966 | 480,843 | 2,286,759 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 332,744 | 871,682 | 697,615 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (259,895) | (438,460) | (372,862) |
| Settlements | (841,528) | (10,462) | (385,321) |
| Lapse\tof\tstatute\tof\tlimitations | (5,295) | (4,306) | (1,147) |
| Gross\tbalance\tat\tDecember\t31 | 4,387,780 | 4,949,788 | 4,050,491 |
| Offsets\tto\tgross\tunrecognized\ttax\tbenefits: |  |  |  |
| Credit\tand\tloss\tcarryovers | (3,212,397) | (3,771,301) | (3,349,589) |
| Cash\tpaid\tto\ttaxing\tauthorities | (363,266) | (373,000) | (373,000) |
| Unrecognized\ttax\tbenefits\tnet\tof\tunused\ttax\tattributes\tand\tpayments\t(1) | $812,117 | $805,487 | $327,902 |

The	balances	of	unrecognized	tax	benefits	include	$521	million,	$605	million,	and	$522	million	as	of	December	31,	2011,	2010,	and	2009,	respectively,	which,	if	recognized,	would	lower	the effective	income	tax	rates.		Because	of	the	effect	of	deferred	tax	accounting,	the	remaining	balances	of	unrecognized	tax	benefits	of	$3.867	billion,	$4.345	billion,	and	$3.528	billion	as	of	December	31, 2011,	2010,	and	2009,	respectively,	if	disallowed,	would	not	affect	the	annual	effective	income	tax	rate	but	would	accelerate	the	payment	of	cash	to	the	taxing	authority	to	an	earlier	period.

Entergy	has	made	deposits	with	the	IRS	against	its	potential	liabilities	arising	from	audit	adjustments	and	settlements	related	to	its	uncertain	tax	positions.		Deposits	are	expected	to	be	made	to the	IRS	as	the	cash	tax	benefits	of	uncertain	tax	positions	are	realized.		As	of	December	31,	2011,	Entergy	has	deposits	of	$363	million	on	account	with	the	IRS	to	cover	its	uncertain	tax	positions.

Entergy	accrues	interest	expense,	if	any,	related	to	unrecognized	tax	benefits	in	income	tax	expense.		Entergy's	December	31,	2011,	2010,	and	2009	accrued	balance	for	the	possible	payment	of interest	is	approximately	$99	million,	$45	million,	and	$48	million,	respectively.

A	reconciliation	of	the	Registrant	Subsidiaries'	beginning	and	ending	amount	of	unrecognized	tax	benefits	for	2011,	2010,	and	2009	is	as	follows:

| 2011 | Entergy<br>Arkansas | Entergy	Gulf<br>States	Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Gross\tbalance\tat\tJanuary\t1,\t2011 | $240,239 | $353,886 | $505,188 | $24,163 | $18,176 | $14,229 | $224,518 |
| Additions\tbased\ton\ttax |  |  |  |  |  |  |  |
| \t\tpositions\trelated\tto\tthe |  |  |  |  |  |  |  |
| \t\tcurrent\tyear | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t11,216 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t9,398 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t8,748 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t457 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t50,212 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t1,760 | \t\t\t\t\t\t\t\t\t\t\t44,419 |
| Additions\tfor\ttax\tpositions |  |  |  |  |  |  |  |
| \t\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t\t\t44,202 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t50,944 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t21,052 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t21,902 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t7,343 | \t\t\t\t\t\t\t\t\t\t\t\t\t7,533 | \t\t\t\t\t\t\t\t\t\t\t14,200 |
| Reductions\tfor\ttax |  |  |  |  |  |  |  |
| \t\tpositions\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t\t\t\t(3,255) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(21,719) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(27,991) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(5,022) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(12,289) | \t\t\t\t\t\t\t\t\t\t\t(3,432) | \t\t\t\t\t\t\t\t\t\t\t(4,942) |
| Settlements | \t\t\t\t\t\t\t\t\t\t\t\t\t43,091 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(2,016) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(60,810) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(30,448) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(7,390) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(865) | \t\t\t\t\t\t\t\t\t\t\t\t\t2,988 |
| Gross\tbalance\tat\tDecember\t31,\t2011 | 335,493 | 390,493 | 446,187 | 11,052 | 56,052 | 19,225 | 281,183 |
| Offsets\tto\tgross\tunrecognized |  |  |  |  |  |  |  |
| \t\ttax\tbenefits: |  |  |  |  |  |  |  |
| \t\t\t\t\t\tLoss\tcarryovers | (146,429) | (26,394) | (216,720) | (5,930) | (1,211) | (10,645) | (10,752) |
| \t\t\t\t\t\tCash\tpaid\tto\ttaxing\tauthorities | (75,977) | (45,493) | 0 | (7,556) | (1,174) | (1,376) | (41,878) |
| Unrecognized\ttax\tbenefits\tnet\tof |  |  |  |  |  |  |  |
| \t\tunused\ttax\tattributes\tand\tpayments | $113,087 | $318,606 | $229,467 | ($2,434) | $53,667 | $7,204 | $228,553 |

| 2010 | Entergy<br>Arkansas | Entergy	Gulf<br>States	Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Gross\tbalance\tat\tJanuary\t1,\t2010 | $293,920 | $311,311 | $352,577 | $17,137 | ($53,295) | $32,299 | $211,247 |
| Additions\tbased\ton\ttax |  |  |  |  |  |  |  |
| \t\tpositions\trelated\tto\tthe |  |  |  |  |  |  |  |
| \t\tcurrent\tyear | \t\t\t\t\t\t\t\t\t\t\t\t38,205 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t87,755 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t183,188 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t4,679 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t173 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t5,169 | \t\t\t\t\t\t\t\t\t\t\t16,829 |
| Additions\tfor\ttax\tpositions |  |  |  |  |  |  |  |
| \t\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t1,838 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t25,960 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t34,236 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t6,857 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t72,169 | \t\t\t\t\t\t\t\t\t\t\t\t\t5,868 | \t\t\t\t\t\t\t\t\t\t\t10,402 |
| Reductions\tfor\ttax |  |  |  |  |  |  |  |
| \t\tpositions\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t(92,699) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t(71,033) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(64,868) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(4,469) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(863) | \t\t\t\t\t\t\t\t\t\t(29,100) | \t\t\t\t\t\t\t\t\t\t\t(13,116) |
| Settlements | \t\t\t\t\t\t\t\t\t\t\t\t\t\t(1,025) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(107) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t55 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(41) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(8) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(7) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t(844) |
| Gross\tbalance\tat\tDecember\t31,\t2010 | 240,239 | 353,886 | 505,188 | 24,163 | 18,176 | 14,229 | 224,518 |
| Offsets\tto\tgross\tunrecognized |  |  |  |  |  |  |  |
| \t\ttax\tbenefits: |  |  |  |  |  |  |  |
| \t\t\t\t\t\tLoss\tcarryovers | (123,968) | (29,257) | (131,805) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(6,477) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(3,751) | (6,269) | \t\t\t\t\t\t\t\t\t(10,487) |
| \t\t\t\t\t\tCash\tpaid\tto\ttaxing\tauthorities | (75,977) | (45,493) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(7,556) | (1,174) | (1,376) | (41,878) |
| Unrecognized\ttax\tbenefits\tnet\tof |  |  |  |  |  |  |  |
| \t\tunused\ttax\tattributes\tand\tpayments | $40,294 | $279,136 | $373,383 | $10,130 | $13,251 | $6,584 | $172,153 |

| 2009 | Entergy<br>Arkansas | Entergy	Gulf<br>States	Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Gross\tbalance\tat\tJanuary\t1,\t2009 | $240,203 | $275,378 | $298,650 | $31,724 | $26,050 | $39,202 | $172,168 |
| Additions\tbased\ton\ttax |  |  |  |  |  |  |  |
| \t\tpositions\trelated\tto\tthe |  |  |  |  |  |  |  |
| \t\tcurrent\tyear | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t9,826 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t5,436 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t10,197 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t283 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t17 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t97 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t6,812 |
| Additions\tfor\ttax\tpositions |  |  |  |  |  |  |  |
| \t\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t\t\t80,968 | \t\t\t\t\t\t\t\t\t\t\t\t\t102,466 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t108,399 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t1,256 | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t109 | \t\t\t\t\t\t\t\t\t\t\t\t28,821 | \t\t\t\t\t\t\t\t\t\t30,586 |
| Reductions\tfor\ttax |  |  |  |  |  |  |  |
| \t\tpositions\tof\tprior\tyears | \t\t\t\t\t\t\t\t\t\t(22,830) | \t\t\t\t\t\t\t\t\t\t\t\t\t(33,000) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(45,613) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(4,235) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(70,391) | \t\t\t\t\t\t\t\t\t\t(17,853) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t(244) |
| Settlements | \t\t\t\t\t\t\t\t\t\t\t(14,247) | \t\t\t\t\t\t\t\t\t\t\t\t\t(38,969) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(19,056) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(11,891) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(9,080) | \t\t\t\t\t\t\t\t\t\t(17,968) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t1,925 |
| Gross\tbalance\tat\tDecember\t31,\t2009 | 293,920 | 311,311 | 352,577 | 17,137 | (53,295) | 32,299 | 211,247 |
| Offsets\tto\tgross\tunrecognized |  |  |  |  |  |  |  |
| \t\ttax\tbenefits: |  |  |  |  |  |  |  |
| \t\t\t\t\t\tLoss\tcarryovers | (39,847) | (20,031) | (70,428) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(1,618) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(633) | (30,921) | \t\t\t\t\t\t\t\t\t\t\t\t(1,297) |
| \t\t\t\t\t\tCash\tpaid\tto\ttaxing\tauthorities | (75,977) | (45,493) | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t(7,556) | (1,174) | (1,376) | (41,878) |
| Unrecognized\ttax\tbenefits\tnet\tof |  |  |  |  |  |  |  |
| \t\tunused\ttax\tattributes\tand\tpayments | $178,096 | $245,787 | $282,149 | $7,963 | ($55,102) | $2 | $168,072 |

The	Registrant	Subsidiaries'	balances	of	unrecognized	tax	benefits	included	amounts	which,	if	recognized,	would	affect	the	effective	income	tax	rate	as	follows:

|  | December	31,<br>2011 | December	31,<br>2010 | December	31,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Entergy\tArkansas | $- | $0.2 | $1.2 |
| Entergy\tGulf\tStates\tLouisiana | $107.9 | $129.6 | $69.8 |
| Entergy\tLouisiana | $281.3 | $286.7 | $192.7 |
| Entergy\tMississippi | $3.8 | $5.3 | $3.3 |
| Entergy\tNew\tOrleans | \t$- | $- | $0.3 |
| Entergy\tTexas | $7.3 | $6.0 | $1.2 |
| System\tEnergy | $- | $12.1 | $8.7 |

The	Registrant	Subsidiaries	accrue	interest	and	penalties	related	to	unrecognized	tax	benefits	in	income	tax	expense.		Accrued	balances	for	the	possible	payment	of	interest	and	penalties	are	as	follows:

|  | December	31, | December	31, | December	31, |
| :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | 2009 |
|  |  | (In\tMillions) |  |
| Entergy\tArkansas | $11.4 | $- | $0.7 |
| Entergy\tGulf\tStates\tLouisiana | $14.4 | $9.7 | $2.3 |
| Entergy\tLouisiana | $0.8 | $3.3 | $1.2 |
| Entergy\tMississippi | $1.7 | $1.6 | $2.1 |
| Entergy\tNew\tOrleans | $2.4 | $- | $0.3 |
| Entergy\tTexas | $0.1 | $0.1 | $0.2 |
| System\tEnergy | $18.5 | $8.2 | $7.2 |

# Income	Tax	Litigation

In	October	2010	the	United	States	Tax	Court	entered	a	decision	in	favor	of	Entergy	for	tax	years	1997	and	1998.		The	issues	decided	by	the	Tax	Court	are	as	follows:

·  The	ability	to	credit	the	U.K.	Windfall	Tax	against	U.S.	tax	as	a	foreign	tax	credit.		The	U.K.	Windfall	Tax	relates	to	Entergy's	former	investment	in	London	Electricity. ·  The	validity	of	Entergy's	change	in	method	of	tax	accounting	for	street	lighting	assets	and	the	related	increase	in	depreciation	deductions.

The	IRS	did	not	appeal	street	lighting	depreciation,	and	that	matter	is	considered	final.		The	IRS	filed	an	appeal	of	the	U.K.	Windfall	Tax	decision,	however,	with	the	United	States	Court	of Appeals	for	the	Fifth	Circuit	in	December	2010.		Oral	arguments	were	heard	in	November	2011,	and	a	decision	is	pending.

Concurrent	with	the	Tax	Court's	issuance	of	a	favorable	decision	regarding	the	above	issues,	the	Tax	Court	issued	a	favorable	decision	in	a	separate	proceeding,	PPL	Corp.	v.	Commissioner, regarding	the	creditability	of	the	U.K.	Windfall	Tax.		The	IRS	appealed	the	PPL	decision	to	the	United	States	Court	of	Appeals	for	the	Third	Circuit.		In	December	2011,	the	Third	Circuit	reversed	the Tax	Court's	holding	in	PPL	Corp.	v.	Commissioner,	stating	that	the	U.K.	tax	was	not	eligible	for	the	foreign	tax	credit.		Entergy	is	awaiting	a	decision	in	its	proceeding	before	the	Fifth	Circuit	Court	of Appeals.		Although	Entergy	believes	that	the	Third	Circuit	opinion	is	incorrect,	its	decision	constitutes	adverse,	although	not	controlling	authority.		After	considering	the	Third	Circuit	decision,	in	the fourth	quarter	2011,	Entergy	revised	its	provision	for	uncertain	tax	positions	associated	with	this	issue.

The	total	tax	included	in	IRS	Notices	of	Deficiency	relating	to	the	U.K.	Windfall	Tax	credit	issue	is	$82	million.	 	The	total	tax	and	interest	associated	with	this	issue	for	all	years	is approximately	$239	million.		This	assumes	that	Entergy	would	utilize	a	portion	of	its	cash	deposits	discussed	in	"Unrecognized	tax	benefits"	above	to	offset	underpayment	interest.

In	February	2008	the	IRS	issued	a	Statutory	Notice	of	Deficiency	for	the	year	2000.		The	deficiency	resulted	from	a	disallowance	of	the	same	two	1997-1998	issues	discussed	above	as	well	as one	additional	issue.		That	issue	is	depreciation	deductions	that	resulted	from	Entergy's	purchase	price	allocations	on	its	acquisitions	of	its	non-utility	nuclear	plants.		Entergy	filed	a	Tax	Court	petition	in May	2008	challenging	the	three	issues	in	dispute.		In	June	2010	a	trial	on	these	issues	was	held	in	Washington,	D.C.		In	February	2011	a	joint	stipulation	of	settled	issues	was	filed	addressing	the depreciation	issue	in	the	Tax	Court	case.		As	a	result,	the	IRS	agreed	that	Entergy	was	entitled	to	allocate	all	of	the	cash	consideration	to	plant	and	equipment	rather	than	to	nuclear	decommissioning	trusts thereby	entitling	Entergy	to	its	claimed	depreciation.

# Income	Tax	Audits

Entergy	and	its	subsidiaries	file	U.S.	federal	and	various	state	and	foreign	income	tax	returns.		Other	than	the	matters	discussed	in	the	Income	Tax	Litigation	section	above,	the	IRS's	and	substantially	all state	taxing	authorities'	examinations	are	completed	for	years	before	2004.

In	September	2009,	Entergy	entered	into	a	partial	agreement	with	the	IRS	for	the	years	2002	and	2003.		It	is	a	partial	agreement	because	Entergy	did	not	agree	to	the	IRS's	disallowance	of foreign	tax	credits	for	the	U.K.	Windfall	Tax	and	the	street	lighting	depreciation	issues	as	they	relate	to	2002.		As	discussed	above	the,	the	IRS	did	not	appeal	the	Tax	Court	ruling	on	the	street	lighting depreciation.		Therefore,	the	U.K.	Windfall	tax	credit	issue	will	be	governed	by	the	decision	by	the	Fifth	Circuit	Court	of	Appeals	for	the	tax	years	1997	and	1998.

In	June	2009,	Entergy	filed	a	formal	protest	with	the	IRS	Appeals	Division	indicating	disagreement	with	certain	issues	contained	in	the	2004-2005	RAR.		The	major	issues	in	dispute	are:

·  Depreciation	of	street	lighting	assets	(Because	the	IRS	did	not	appeal	the	Tax	Court's	2010	decision	on	this	issue,	it	will	be	fully	allowed	in	the	final	Appeals	Division	calculations	for	this	audit).

·  Qualified	research	expenditures	for	purposes	of	the	research	credit.

·  Inclusion	of	nuclear	decommissioning	liabilities	in	cost	of	goods	sold.

The	initial	IRS	appeals	conference	to	discuss	these	disputed	issues	occurred	in	September	2010.		Negotiations	are	ongoing.

The	IRS	issued	its	2006-2007	RAR	in	October	2011.		In	connection	with	the	2006-2007	IRS	audit	and	resulting	RAR,	Entergy	resolved	the	significant	issues	discussed	below.

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

With	respect	to	income	tax	accounting	for	wholesale	electric	power	purchase	agreements,	Entergy	recognized	income	for	tax	purposes	of	approximately	$1.5	billion,	which	represents	a	reversal of	previously	deducted	temporary	differences	on	which	deferred	taxes	had	been	provided.		Also	in	connection	with	this	settlement,	Entergy	recognized	a	gain	for	income	tax	purposes	of	approximately $1.03	 billion	 on	 the	 formation	 of	 a	 wholly-owned	 subsidiary	 in	 2005	 with	 a	 corresponding	 step-up	 in	 the	 tax	 basis	 of	 depreciable	 assets	 resulting	 in	 additional	 tax	 depreciation	 at	 Entergy Louisiana.		Because	Entergy	Louisiana	is	entitled	to	deduct	additional	tax	depreciation	of	$1.03	billion	in	the	future,	Entergy	Louisiana	recorded	a	deferred	tax	asset	for	this	additional	tax	basis.		The	tax expense	associated	with	the	gain	is	offset	by	recording	the	deferred	tax	asset	and	by	utilization	of	net	operating	losses.		With	the	recording	of	the	deferred	tax	asset,	there	was	a	corresponding	increase	to Entergy	Louisiana's	member's	equity	account.		The	agreement	with	the	IRS	effectively	settled	the	tax	treatment	of	various	wholesale	electric	power	purchase	and	sale	agreements,	resulting	in	the	reversal in	 third	 quarter	 2011	 of	 approximately	 $422	 million	 of	 deferred	 tax	 liabilities	 and	 liabilities	 for	 uncertain	 tax	 positions	 at	 Entergy	 Louisiana,	 with	 a	 corresponding	 reduction	 in	 income	 tax expense.		Under	the	terms	of	an	LPSC-approved	final	settlement,	Entergy	Louisiana	will	share	over	a	15-year	period	a	portion	of	the	benefits	of	the	settlement	with	its	customers,	and	recorded	a	$199 million	regulatory	charge	and	a	corresponding	net-of-tax	regulatory	liability	to	reflect	this	obligation.

After	consideration	of the taxable income	recognition	and the	additional	depreciation	deductions	provided	for in the	settlement,	Entergy's	net	operating loss	carryover	was	reduced	by approximately	$2.5	billion.

# Other	Tax	Matters

Entergy	regularly	negotiates	with	the	IRS	to	achieve	settlements.		The	results	of	all	pending	litigations	and	audit	issues	could	result	in	significant	changes	to	the	amounts	of	unrecognized	tax	benefits,	as discussed	above.

When	Entergy	Louisiana,	Inc.	restructured	effective	December	31,	2005,	Entergy	Louisiana	agreed,	under	the	terms	of	the	merger	plan,	to	indemnify	its	parent,	Entergy	Louisiana	Holdings,	Inc. (formerly,	Entergy	Louisiana,	Inc.)	for	certain	tax	obligations	that	arose	from	the	2002-2003	IRS	partial	agreement.		Because	the	agreement	with	the	IRS	was	settled	in	the	fourth	quarter	2009,	Entergy Louisiana	paid	Entergy	Louisiana	Holdings	approximately	$289	million	pursuant	to	these	intercompany	obligations	in	the	fourth	quarter	2009.

On	November	20,	2009,	Entergy	Corporation	and	subsidiaries	amended	 the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	such that	Entergy Corporation	shall	be	treated,	under	all	provisions	of	such	Agreement,	in	a	manner	that	is	identical	to	the	treatment	afforded	all	subsidiaries,	direct	or	indirect,	of	Entergy	Corporation.

In	the	fourth	quarter	2009,	Entergy	filed	Applications	for	Change	in	Method	of	Accounting	with	the	IRS	for	certain	costs	under	Section	263A	of	the	Internal	Revenue	Code.		In	the	Applications,	Entergy proposed	to	treat	the	nuclear	decommissioning	liability	associated	with	the	operation	of	its	nuclear	power	plants	as	a	production	cost	properly	includable	in	cost	of	goods	sold.		The	effect	of	this	change for	Entergy	was	a	$5.7	billion	reduction	in	2009	taxable	income	within	the	Entergy	Wholesale	Commodities	segment.

In	March	2010,	Entergy	filed	an	Application	for	Change	in	Accounting	Method	with	the	IRS.		In	the	application	Entergy	proposed	to	change	the	definition	of	unit	of	property	for	its	generation assets	to	determine	the	appropriate	characterization	of	costs	associated	with	such	units	as	capital	or	repair	under	the	Internal	Revenue	Code	and	related	Treasury	Regulations.		The	effect	of	this	change was	an	approximate	$1.3	billion	reduction	in	2010	taxable	income	for	Entergy,	including	reductions	of	$292	million	for	Entergy	Arkansas,	$132	million	for	Entergy	Gulf	States	Louisiana,	$185	million for	Entergy	Louisiana,	$48	million	for	Entergy	Mississippi,	$45	million	for	Entergy	Texas,	$13	million	for	Entergy	New	Orleans,	and	$180	million	for	System	Energy.

During	the	second	quarter	2011,	Entergy	filed	an	Application	for	Change	in	Accounting	Method	with	the	IRS	related	to	the	allocation	of	overhead	costs	between	production	and	non-production activities.		The	accounting	method	affects	the	amount	of	overhead	that	will	be	capitalized	or	deducted	for	tax	purposes.		The	accounting	method	is	expected	to	be	implemented	for	the	2014	tax	year.

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

Entergy	Corporation	has	in	place	a	credit	facility	that	has	a	borrowing	capacity	of	approximately	$3.5	billion	and	expires	in	August	2012,	which	Entergy	intends	to	renew	before	expiration.		Because	the facility	is	now	within	one	year	of	its	expiration	date,	borrowings	outstanding	on	the	facility	are	classified	as	currently	maturing	long-term	debt	on	the	balance	sheet.		Entergy	Corporation	also	has	the ability	to	issue	letters	of	credit	against	the	total	borrowing	capacity	of	the	credit	facility.		The	facility	fee	is	currently	0.125%	of	the	commitment	amount.		Facility	fees	and	interest	rates	on	loans	under	the credit	facility	can	fluctuate	depending	on	the	senior	unsecured	debt	ratings	of	Entergy	Corporation.		The	weighted	average	interest	rate	for	the	year	ended	December	31,	2011	was	0.745%	on	the	drawn portion	of	the	facility.		Following	is	a	summary	of	the	borrowings	outstanding	and	capacity	available	under	the	facility	as	of	December	31,	2011.

| Capacity | Borrowings | Letters<br>of	Credit | Capacity<br>Available |
| :--- | :--- | :--- | :--- |
|  | (In\tMillions) | (In\tMillions) |  |
| $3,451 | $1,920 | $28 | $1,503 |

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.

| Company | Expiration<br>Date | Amount	of<br>Facility | Interest	Rate	(a) | as	of<br>December	31,	2011 |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | April\t2012 | $78\tmillion\t(b) | 3.25% | - |
| Entergy\tGulf\tStates\tLouisiana | August\t2012 | $100\tmillion\t(c) | 0.71% | - |
| Entergy\tLouisiana | August\t2012 | $200\tmillion\t(d) | 0.67% | $50\tmillion |
| Entergy\tMississippi | May\t2012 | $35\tmillion\t(e) | 2.05% | - |
| Entergy\tMississippi | May\t2012 | $25\tmillion\t(e) | 2.05% | - |
| Entergy\tMississippi | May\t2012 | $10\tmillion\t(e) | 2.05% | - |
| Entergy\tTexas | August\t2012 | $100\tmillion\t(f) | 0.77% | - |

(a) The	interest	rate	is	the	rate	as	of	December	31,	2011	that	would	be	applied	to	outstanding	borrowings	under	the	facility.

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

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

| Entergy	Arkansas | $250 | - |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana | $200 | - |
| Entergy\tLouisiana | $250 | $168 |
| Entergy\tMississippi | $175 | $2 |
| Entergy\tNew\tOrleans | $100 | - |
| Entergy\tTexas | $200 | - |
| System\tEnergy | $200 | - |

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

See	Note	18	to	the	financial	statements	for	a	discussion	of	the	consolidation	of	the	nuclear	fuel	company	variable	interest	entities	(VIE).		The	variable	interest	entities	have	credit	facilities	and	also	issue commercial	paper	to	finance	the	acquisition	and	ownership	of	nuclear	fuel	as	follows	as	of	December	31,	2011:

|  |  |  | Average | Amount |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Interest | Outstanding |
|  |  | Amount | Rate\ton | as\tof |
| Company | Expiration\nDate | of\nFacility | Borrowings\n(a) | December\t31,\n2011 |
|  |  |  | (Dollars\tin\tMillions) |  |
| Entergy\tArkansas\tVIE | July\t2013 | $85 | 2.43% | $35.9 |
| Entergy\tGulf\tStates\tLouisiana\tVIE | July\t2013 | $85 | 2.25% | $29.4 |
| Entergy\tLouisiana\tVIE | July\t2013 | $90 | 2.38% | $44.3 |
| System\tEnergy\tVIE | July\t2013 | $100 | - | - |

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

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

The	variable	interest	entities	had	notes	payable	that	are	included	in	long-term	debt	on	the	respective	balance	sheets	as	of	December	31,	2011	as	follows:

| Company | Description | Amount |
| :--- | :--- | :--- |
| Entergy\tArkansas\tVIE | 9%\tSeries\tH\tdue\tJune\t2013 | $30\tmillion |
| Entergy\tArkansas\tVIE | 5.69%\tSeries\tI\tdue\tJuly\t2014 | $70\tmillion |
| Entergy\tArkansas\tVIE | 3.23%\tSeries\tJ\tdue\tJuly\t2016 | $55\tmillion |
| Entergy\tGulf\tStates\tLouisiana\tVIE | 5.56%\tSeries\tN\tdue\tMay\t2013 | $75\tmillion |
| Entergy\tGulf\tStates\tLouisiana\tVIE | 5.41%\tSeries\tO\tdue\tJuly\t2012 | $60\tmillion |
| Entergy\tLouisiana\tVIE | 5.69%\tSeries\tE\tdue\tJuly\t2014 | $50\tmillion |
| Entergy\tLouisiana\tVIE | 3.30%\tSeries\tF\tdue\tMarch\t2016 | $20\tmillion |
| System\tEnergy\tVIE | 6.29%\tSeries\tF\tdue\tSeptember\t2013 | $70\tmillion |
| System\tEnergy\tVIE | 5.33%\tSeries\tG\tdue\tApril\t2015 | $60\tmillion |

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.

In	February	2012,	System	Energy	VIE	issued	$50	million	of	4.02%	Series	H	notes	due	February	2017.		System	Energy	used	the	proceeds	to	purchase	additional	nuclear	fuel.

# NOTE	5.		LONG	-	TERM	DEBT	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas, and	System	Energy)

Long-term	debt	for	Entergy	Corporation	and	subsidiaries	as	of	December	31,	2011	and	2010	consisted	of:

| Type	of	Debt	and	Maturity | 2011 | 2011 | 2010 | 2011 | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |
| Mortgage\tBonds |  |  |  |  |  |
| \t\t\t\t\t2011-2016 | 4.18% | 3.25%-6.20% | 3.6%-6.2% | $865,000 | $920,000 |
| \t\t\t\t\t2017-2021 | 5.40% | 3.75%-7.13% | 3.75%-7.125% | 2,435,000 | 2,160,000 |
| \t\t\t\t\t2022-2026 | 5.27% | 4.44%-5.66% | 4.44%-5.66% | 1,158,449 | 1,158,738 |
| \t\t\t\t\t2027-2036 | 6.18% | 5.65%-6.40% | 5.65%-6.4% | 868,145 | 868,546 |
| \t\t\t\t\t2039-2051 | 6.22% | 5.75%-7.88% | 5.75%-7.875% | 905,000 | 755,000 |
| Governmental\tBonds\t(a) |  |  |  |  |  |
| \t\t\t\t\t2011-2016 | 3.67% | 2.88%-5.80% | 2.875%-6.75% | 42,795 | 90,135 |
| \t\t\t\t\t2017-2021 | 4.83% | 4.60%-5.00% | 4.6%-5.0% | 99,700 | 99,700 |
| \t\t\t\t\t2022-2026 | 5.82% | 4.60%-6.20% | 4.6%-6.2% | 415,005 | 455,005 |
| \t\t\t\t\t2027-2030 | 5.00% | 5.0% | 5.0% | 198,680 | 198,680 |
| Securitization\tBonds |  |  |  |  |  |
| \t\t\t\t\t2013-2020 | 4.05% | 2.12%-5.79% | 2.12%-5.79% | 416,899 | 474,318 |
| \t\t\t\t\t2021-2023 | 3.65% | 2.04%-5.93% | 2.30%-5.93% | 653,948 | 457,100 |
| Variable\tInterest\tEntities\tNotes\tPayable\t(Note\t4) |  |  |  |  |  |
| \t\t\t\t\t2012-2016 | 4.96% | 2.25%-9.00% | 2.125%-9% | 519,400 | 474,200 |
| Entergy\tCorporation\tNotes |  |  |  |  |  |
| \t\t\t\t\tdue\tMarch\t2011 | n/a | - | 7.06% | - | 86,000 |
| \t\t\t\t\tdue\tSeptember\t2015 | n/a | 3.625% | 3.625% | 550,000 | 550,000 |
| \t\t\t\t\tdue\tSeptember\t2020 | n/a | 5.125% | 5.125% | 450,000 | 450,000 |
| Note\tPayable\tto\tNYPA | (b) | (b) | (b) | 133,363 | 155,971 |
| 5\tYear\tCredit\tFacility\t(Note\t4) | n/a | 0.75% | 0.78% | 1,920,000 | 1,632,120 |
| Long-term\tDOE\tObligation\t(c) | - | - | - | 181,031 | 180,919 |
| Waterford\t3\tLease\tObligation\t(d) | n/a | 7.45% | 7.45% | 188,255 | 223,802 |
| Grand\tGulf\tLease\tObligation\t(d) | n/a | 5.13% | 5.13% | 178,784 | 222,280 |
| Bank\tCredit\tFacility\t– |  |  |  |  |  |
| \t\t\tEntergy\tLouisiana | n/a | 0.67% | - | 50,000 | - |
| Unamortized\tPremium\tand\tDiscount\t-\tNet |  |  |  | (9,531) | (10,181) |
| Other |  |  |  | 16,523 | 14,372 |
| Total\tLong-Term\tDebt |  |  |  | 12,236,446 | 11,616,705 |
| Less\tAmount\tDue\tWithin\tOne\tYear |  |  |  | 2,192,733 | 299,548 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear |  |  | $10,043,713 | $11,317,157 |
| Fair\tValue\tof\tLong-Term\tDebt\t(e) |  |  |  | $12,176,251 | $10,988,646 |

(a) Consists	of	pollution	control	revenue	bonds	and	environmental	revenue	bonds.

(b) These	notes	do	not	have	a	stated	interest	rate,	but	have	an	implicit	interest	rate	of	4.8%.

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

time	fee,	plus	accrued	interest,	in	long-term	debt.

(d) See	Note	10	for	further	discussion	of	the	Waterford	3	and	Grand	Gulf	Lease	Obligations.

(e) The	fair	value	excludes	lease	obligations	of	$188	million	at	Entergy	Louisiana	and	$179	million	at	System	Energy,	long-term	DOE	obligations	of	$181	million	at	Entergy	Arkansas,	and the	note	payable	to	NYPA	of	$133	million	at	Entergy,	and	includes	debt	due	within	one	year.		Fair	values	are	based	on	prices	derived	by	independent	third	parties	that	use	inputs	such	as benchmark	yields,	reported	trades,	broker/dealer	quotes,	and	issuer	spreads.

The	annual	long-term	debt	maturities	(excluding	lease	obligations	and	long-term	DOE	obligations)	for	debt	outstanding	as	of	December	31,	2011,	for	the	next	five	years	are	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| 2012 | $2,124,679 |
| 2013 | $707,684 |
| 2014 | $135,899 |
| 2015 | $860,566 |
| 2016 | $344,850 |

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

Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	Texas,	and	System	Energy	have	obtained	long-term	financing	authorizations	from	the	FERC	that	extend through	July	2013.		Entergy	Arkansas	has	obtained	long-term	financing	authorization	from	the	APSC	that	extends	through	December	2012.		Entergy	New	Orleans	has	obtained	long-term	financing authorization	from	the	City	Council	that	extends	through	July	2012.

Long-term	debt	for	the	Registrant	Subsidiaries	as	of	December	31,	2011	and	2010	consisted	of:

| 5.40%	Series	due	August	2013 | $300,000 | $300,000 |
| :--- | :--- | :--- |
| 5.0%\tSeries\tdue\tJuly\t2018 | 115,000 | 115,000 |
| 3.75%\tSeries\tdue\tFebruary\t2021 | 350,000 | 350,000 |
| 5.66%\tSeries\tdue\tFebruary\t2025 | 175,000 | 175,000 |
| 5.9%\tSeries\tdue\tJune\t2033 | 100,000 | 100,000 |
| 6.38%\tSeries\tdue\tNovember\t2034 | 60,000 | 60,000 |
| 5.75%\tSeries\tdue\tNovember\t2040 | 225,000 | 225,000 |
| Total\tmortgage\tbonds | 1,325,000 | 1,325,000 |
| Governmental\tBonds\t(a): |  |  |
| 4.6%\tSeries\tdue\t2017,\tJefferson\tCounty\t(d) | 54,700 | 54,700 |
| 5.0%\tSeries\tdue\t2021,\tIndependence\tCounty\t(d) | 45,000 | 45,000 |
| Total\tgovernmental\tbonds | 99,700 | 99,700 |
| Variable\tInterest\tEntity\tNotes\tPayable\t(Note\t4): |  |  |
| 5.60%\tSeries\tG\tdue\tSeptember\t2011 | - | 35,000 |
| 9%\tSeries\tH\tdue\tJune\t2013 | 30,000 | 30,000 |
| \t\t\t\t\t\t\t\t\t5.69%\tSeries\tI\tdue\tJuly\t2014 | 70,000 | 70,000 |
| 3.23%\tSeries\tJ\tdue\tJuly\t2016 | 55,000 | - |
| Total\tvariable\tinterest\tentity\tnotes\tpayable | 155,000 | 135,000 |
| Securitization\tBonds: |  |  |
| 2.30%\tSeries\tSenior\tSecured\tdue\tAugust\t2021 | 113,792 | 124,100 |
| Total\tsecuritization\tbonds | 113,792 | 124,100 |
| Other: |  |  |
| Long-term\tDOE\tObligation\t(b) | 181,031 | 180,919 |
| Unamortized\tPremium\tand\tDiscount\t–\tNet | (733) | (812) |
| Other | 2,131 | 3 |
| Total\tLong-Term\tDebt | 1,875,921 | 1,863,910 |
| Less\tAmount\tDue\tWithin\tOne\tYear | - | 35,000 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $1,875,921 | $1,828,910 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $1,756,361 | $1,712,663 |

| 6.0%	Series	due	May	2018 | $375,000 | $375,000 |
| :--- | :--- | :--- |
| 3.95%\tSeries\tdue\tOctober\t2020 | 250,000 | 250,000 |
| 5.59%\tSeries\tdue\tOctober\t2024 | 300,000 | 300,000 |
| 6.2%\tSeries\tdue\tJuly\t2033 | 240,000 | 240,000 |
| 6.18%\tSeries\tdue\tMarch\t2035 | 85,000 | 85,000 |
| Total\tmortgage\tbonds | 1,250,000 | 1,250,000 |
| Governmental\tBonds\t(a): |  |  |
| 6.75%\tSeries\tdue\t2012,\tCalcasieu\tParish | - | 26,170 |
| 6.7%\tSeries\tdue\t2013,\tPointe\tCoupee\tParish | - | 9,460 |
| 5.7%\tSeries\tdue\t2014,\tIberville\tParish | - | 11,710 |
| 2.875%\tSeries\tdue\t2015,\tLouisiana\tPublic\tFacilities\tAuthority\t(d) | 31,955 | 31,955 |
| 5.8%\tSeries\tdue\t2016,\tWest\tFeliciana\tParish | 10,840 | 10,840 |
| 5.0%\tSeries\tdue\t2028,\tLouisiana\tPublic\tFacilities\tAuthority\t(d) | 83,680 | 83,680 |
| Total\tgovernmental\tbonds | 126,475 | 173,815 |
| Variable\tInterest\tEntity\tNotes\tPayable\t(Note\t4): |  |  |
| 5.41%\tSeries\tO\tdue\tJuly\t2012 | 60,000 | 60,000 |
| 5.56%\tSeries\tN\tdue\tMay\t2013 | 75,000 | 75,000 |
| Credit\tFacility\tdue\tJuly\t2013,\tweighted\tavg\trate\t2.25% | 29,400 | 24,200 |
| Total\tvariable\tinterest\tentity\tnotes\tpayable | 164,400 | 159,200 |
| Other: |  |  |
| Unamortized\tPremium\tand\tDiscount\t-\tNet | (2,048) | (2,287) |
| Other | 3,603 | 3,604 |
| Total\tLong-Term\tDebt | 1,542,430 | 1,584,332 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 60,000 | - |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $1,482,430 | $1,584,332 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $1,642,388 | $1,643,514 |

| 6.50%	Series	due	September	2018 | $300,000 | $300,000 |
| :--- | :--- | :--- |
| 4.8%\tSeries\tdue\tMay\t2021 | 200,000 | - |
| 5.40%\tSeries\tdue\tNovember\t2024 | 400,000 | 400,000 |
| 4.44%\tSeries\tdue\tJanuary\t2026 | 250,000 | 250,000 |
| 6.4%\tSeries\tdue\tOctober\t2034 | 70,000 | 70,000 |
| 6.3%\tSeries\tdue\tSeptember\t2035 | 100,000 | 100,000 |
| 6.0%\tSeries\tdue\tMarch\t2040 | 150,000 | 150,000 |
| 5.875%\tSeries\tdue\tJune\t2041 | 150,000 | 150,000 |
| Total\tmortgage\tbonds | 1,620,000 | 1,420,000 |
| Governmental\tBonds\t(a): |  |  |
| 5.0%\tSeries\tdue\t2030,\tLouisiana\tPublic\tFacilities\tAuthority\t(d) | 115,000 | 115,000 |
| Total\tgovernmental\tbonds | 115,000 | 115,000 |
| Variable\tInterest\tEntity\tNotes\tPayable\t(Note\t4): |  |  |
| 5.69%\tSeries\tE\tdue\tJuly\t2014 | 50,000 | 50,000 |
| 3.30%\tSeries\tF\tdue\tMarch\t2016 | 20,000 | - |
| Total\tvariable\tinterest\tentity\tnotes\tpayable | 70,000 | 50,000 |
| Securitization\tBonds: |  |  |
| 2.04%\tSeries\tSenior\tSecured\tdue\tJune\t2021 | 207,156 | - |
| Total\tsecuritization\tbonds | 207,156 | - |
| Other: |  |  |
| Waterford\t3\tLease\tObligation\t7.45%\t(Note\t10) | 188,255 | 223,802 |
| Bank\tCredit\tFacility,\tweighted\taverage\trate\t0.67%\t(Note\t4) | 50,000 | - |
| Unamortized\tPremium\tand\tDiscount\t-\tNet | (1,912) | (1,689) |
| Other | 3,813 | 3 |
| Total\tLong-Term\tDebt | 2,252,312 | 1,807,116 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 75,309 | 35,550 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $2,177,003 | $1,771,566 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $2,211,355 | $1,515,121 |

| 3.60%	Series	due	June	2015 | $200,000 | $200,000 |
| :--- | :--- | :--- |
| 7.125%\tSeries\tdue\tFebruary\t2019 | 500,000 | 500,000 |
| 4.1%\tSeries\tdue\tSeptember\t2021 | 75,000 | - |
| 7.875%\tSeries\tdue\tJune\t2039 | 150,000 | 150,000 |
| Total\tmortgage\tbonds | 925,000 | 850,000 |
| Securitization\tBonds: |  |  |
| 5.51%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tOctober\t2013 | 18,494 | 38,152 |
| 5.79%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tOctober\t2018 | 121,600 | 121,600 |
| 5.93%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tJune\t2022 | 114,400 | 114,400 |
| 2.12%\tSeries\tSenior\tSecured\tdue\tFebruary\t2016 | 132,005 | 169,766 |
| 3.65%\tSeries\tSenior\tSecured\tdue\tAugust\t2019 | 144,800 | 144,800 |
| 4.38%\tSeries\tSenior\tSecured\tdue\tNovember\t2023 | 218,600 | 218,600 |
| Total\tsecuritization\tbonds | 749,899 | 807,318 |
| Other: |  |  |
| Unamortized\tPremium\tand\tDiscount\t-\tNet | (3,103) | (3,419) |
| Other | 5,331 | 5,331 |
| Total\tLong-Term\tDebt | 1,677,127 | 1,659,230 |
| Less\tAmount\tDue\tWithin\tOne\tYear | - | - |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $1,677,127 | $1,659,230 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $1,906,081 | $1,822,219 |

| 6.2%	Series	due	October	2012 | $70,000 | $70,000 |
| :--- | :--- | :--- |
| Total\tmortgage\tbonds | 70,000 | 70,000 |
| Governmental\tBonds\t(a): |  |  |
| 5.875%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 216,000 | 216,000 |
| 5.9%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 102,975 | 102,975 |
| 6.2%\tSeries\tdue\t2026,\tClaiborne\tCounty | 50,000 | 90,000 |
| Total\tgovernmental\tbonds | 368,975 | 408,975 |
| Variable\tInterest\tEntity\tNotes\tPayable\t(Note\t4): |  |  |
| 6.29%\tSeries\tF\tdue\tSeptember\t2013 | 70,000 | 70,000 |
| 5.33%\tSeries\tG\tdue\tApril\t2015 | 60,000 | 60,000 |
| Total\tvariable\tinterest\tentity\tnotes\tpayable | 130,000 | 130,000 |
| Other: |  |  |
| Grand\tGulf\tLease\tObligation\t5.13%\t(Note\t10) | 178,784 | 222,280 |
| Unamortized\tPremium\tand\tDiscount\t-\tNet | (714) | (789) |
| Other | 3 | 2 |
| Total\tLong-Term\tDebt | 747,048 | 830,468 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 110,163 | 33,740 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $636,885 | $796,728 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $582,952 | $611,837 |

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

(c) The	fair	value	excludes	lease	obligations	of	$188	million	at	Entergy	Louisiana	and	$179	million	at	System	Energy	and	long-term	DOE	obligations	of	$181	million	at	Entergy	Arkansas,	and includes	debt	due	within	one	year.		Fair	values	are	based	on	prices	derived	by	independent	third	parties	that	use	inputs	such	as	benchmark	yields,	reported	trades,	broker/dealer	quotes,	and issuer	spreads.

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

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2012 | - | $60,000 | $50,000 | - | - | - | $70,000 |
| 2013 | $330,000 | $104,400 | - | $100,000 | $70,000 | $18,494 | $70,000 |
| 2014 | $70,000 | - | $50,000 | - | - | - | - |
| 2015 | - | $31,955 | - | - | - | $200,000 | $60,000 |
| 2016 | $55,000 | $10,840 | $20,000 | $125,000 | - | $132,005 | - |

# Entergy	Corporation	Debt	Issuance

# Entergy	Louisiana	Debt	Issuances

On	December	14,	2011,	Entergy	Louisiana	issued	$750	million	of	1.1007%	Series	first	mortgage	bonds,	due	December	31,	2012,	to	Entergy	Corporation.		Entergy	Louisiana	repurchased	the	bonds	at par,	plus	accrued	interest	of	$161	thousand,	on	December	22,	2011.

# Entergy	Arkansas	Securitization	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	amount	of	$12.2	million	for	2012,	$12.6	million	for	2013,	$12.8	million	for	2014,	$13.2 million	for	2015,	and	$13.4	million	for	2016.		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	August	2011,	the	LPSC	issued	a	financing	order	authorizing	the	issuance	of	bonds	to	recover	Entergy	Louisiana's	investment	recovery	costs	associated	with	the	cancelled	Little	Gypsy	repowering project.		In	September	2011,	Entergy	Louisiana	Investment	Recovery	Funding	I,	L.L.C.,	a	company	wholly-owned	and	consolidated	by	Entergy	Louisiana,	issued	$207.2	million	of	senior	secured investment	recovery	bonds.		The	bonds	have	an	interest	rate	of	2.04%	and	an	expected	maturity	date	of	June	2021.		Although	the	principal	amount	is	not	due	until	the	date	given	above,	Entergy	Louisiana Investment	Recovery	Funding	expects	to	make	principal	payments	on	the	bonds	over	the	next	five	years	in	the	amounts	of	$25.6	million	for	2012,	$16.6	million	for	2013,	$21.9	million	for	2014,	$20.5 million	for	2015,	and	$21.6	million	for	2016.		With	the	proceeds,	Entergy	Louisiana	Investment	Recovery	Funding	purchased	from	Entergy	Louisiana	the	investment	recovery	property,	which	is	the right	to	recover	from	customers	through	an	investment	recovery	charge	amounts	sufficient	to	service	the	bonds.		In	accordance	with	the	financing	order,	Entergy	Louisiana	will	apply	the	proceeds	it received	from	the	sale	of	the	investment	recovery	property	as	a	reimbursement	for	previously-incurred	investment	recovery	costs.		The	investment	recovery	property	is	reflected	as	a	regulatory	asset	on the	consolidated	Entergy	Louisiana	balance	sheet.		The	creditors	of	Entergy	Louisiana	do	not	have	recourse	to	the	assets	or	revenues	of	Entergy	Louisiana	Investment	Recovery	Funding,	including	the investment	recovery	property,	and	the	creditors	of	Entergy	Louisiana	Investment	Recovery	Funding	do	not	have	recourse	to	the	assets	or	revenues	of	Entergy	Louisiana.		Entergy	Louisiana	has	no payment	obligations	to	Entergy	Louisiana	Investment	Recovery	Funding	except	to	remit	investment	recovery	charge	collections.

# Entergy	Texas	Securitization	Bonds	-	Hurricane	Rita

In	April	2007	the	PUCT	issued	a	financing	order	authorizing	the	issuance	of	securitization	bonds	to	recover	$353	million	of	Entergy	Texas's	Hurricane	Rita	reconstruction	costs	and	up	to	$6 million	of	transaction	costs,	offset	by	$32	million	of	related	deferred	income	tax	benefits.		In	June	2007,	Entergy	Gulf	States	Reconstruction	Funding	I,	LLC,	a	company	that	is	now	wholly-owned	and consolidated	by	Entergy	Texas,	issued	$329.5	million	of	senior	secured	transition	bonds	(securitization	bonds)	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| Senior\tSecured\tTransition\tBonds,\tSeries\tA: |  |
| Tranche\tA-1\t(5.51%)\tdue\tOctober\t2013 | $93,500 |
| Tranche\tA-2\t(5.79%)\tdue\tOctober\t2018 | 121,600 |
| Tranche\tA-3\t(5.93%)\tdue\tJune\t2022 | 114,400 |
| Total\tsenior\tsecured\ttransition\tbonds | $329,500 |

Although	the	principal	amount	of	each	tranche	is	not	due	until	the	dates	given	above,	Entergy	Gulf	States	Reconstruction	Funding	expects	to	make	principal	payments	on	the	bonds	over	the	next	five years	in	the	amounts	of	$20.8	million	for	2012,	$21.9	million	for	2013,	$23.2	million	for	2014,	$24.6	million	for	2015,	and	$26.0	million	for	2016.		Of	the	scheduled	principal	payments	for	2012,	$18.5 million	are	for	Tranche	A-1	and	$2.3	million	are	for	Tranche	A-2,	and	all	of	the	scheduled	principal	payments	for	2013-2016	are	for	Tranche	A-2.

With	the	proceeds,	Entergy	Gulf	States	Reconstruction	Funding	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	Entergy	Gulf	States	Reconstruction	Funding,	including	the	transition	property,	and	the	creditors	of	Entergy	Gulf	States	Reconstruction	Funding	do	not	have	recourse to	the	assets	or	revenues	of	Entergy	Texas.		Entergy	Texas	has	no	payment	obligations	to	Entergy	Gulf	States	Reconstruction	Funding	except	to	remit	transition	charge	collections.

# Entergy	Texas	Securitization	Bonds	-	Hurricane	Ike	and	Hurricane	Gustav

In	September	2009	the	PUCT	authorized	the	issuance	of	securitization	bonds	to	recover	$566.4	million	of	Entergy	Texas's	Hurricane	Ike	and	Hurricane	Gustav	restoration	costs,	plus	carrying	costs	and transaction	costs,	offset	by	insurance	proceeds.		In	November	2009,	Entergy	Texas	Restoration	funding,	LLC	(Entergy	Texas	Restoration	Funding),	a	company	wholly-owned	and	consolidated	by Entergy	Texas,	issued	$545.9	million	of	senior	secured	transition	bonds	(securitization	bonds),	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| Senior\tSecured\tTransition\tBonds |  |
| Tranche\tA-1\t(2.12%)\tdue\tFebruary\t2016 | $182,500 |
| Tranche\tA-2\t(3.65%)\tdue\tAugust\t2019 | 144,800 |
| Tranche\tA-3\t(4.38%)\tdue\tNovember\t2023 | 218,600 |
| Total\tsenior\tsecured\ttransition\tbonds | $545,900 |

Although	the	principal	amount	of	each	tranche	is	not	due	until	the	dates	given	above,	Entergy	Texas	Restoration	Funding	expects	to	make	principal	payments	on	the	bonds	over	the	next	five	years	in	the amount	of	$38.6	million	for	2012,	$39.4	million	for	2013,	$40.2	million	for	2014,	$41.2	million	for	2015,	and	$42.6	million	for	2016.		All	of	the	scheduled	principal	payments	for	2012-2014	are	for Tranche	A-1,	$13.8	million	of	the	scheduled	principal	payments	for	2015	are	for	Tranche	A-1	and	$27.4	million	are	for	Tranche	A-2,	and	all	of	the	scheduled	principal	payments	for	2016	are	for	Tranche A-2.

With	the	proceeds,	Entergy	Texas	Restoration	Funding	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	Entergy	Texas	Restoration	Funding,	including	the	transition	property,	and	the	creditors	of	Entergy	Texas	Restoration	Funding	do	not	have	recourse	to	the	assets	or	revenues	of Entergy	Texas.		Entergy	Texas	has	no	payment	obligations	to	Entergy	Texas	Restoration	Funding	except	to	remit	transition	charge	collections.

# Entergy	New	Orleans	Affiliate	Notes

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.

# NOTE	6.			PREFERRED	EQUITY	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans)

The	number	of	shares	and	units	authorized	and	outstanding	and	dollar	value	of	preferred	stock,	preferred	membership	interests,	and	minority	interest	for	Entergy	Corporation	subsidiaries	as	of December	31,	2011	and	2010	are	presented	below.		All	series	of	the	Utility	preferred	stock	are	redeemable	at	the	option	of	the	related	company.

|  | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tCorporation |  |  |  |  | (Dollars\tin\tThousands) | (Dollars\tin\tThousands) |
| Utility: |  |  |  |  |  |  |
| Preferred\tStock\tor\tPreferred\tMembership\tInterests\twithout\tsinking\tfund: |  |  |  |  |  |  |
| Entergy\tArkansas,\t4.32%-6.45%\tSeries | 3,413,500 | 3,413,500 | 3,413,500 | 3,413,500 | $116,350 | $116,350 |
| Entergy\tGulf\tStates\tLouisiana, |  |  |  |  |  |  |
| \t\t\t\t\t\t\t\t\t\tSeries\tA\t8.25\t% | 100,000 | 100,000 | 100,000 | 100,000 | 10,000 | 10,000 |
| Entergy\tLouisiana,\t6.95%\tSeries\t(a) | 1,000,000 | 1,000,000 | 840,000 | 840,000 | 84,000 | 84,000 |
| Entergy\tMississippi,\t4.36%-6.25%\tSeries | 1,403,807 | 1,403,807 | 1,403,807 | 1,403,807 | 50,381 | 50,381 |
| Entergy\tNew\tOrleans,\t4.36%-5.56%\tSeries | 197,798 | 197,798 | 197,798 | 197,798 | 19,780 | 19,780 |
| Total\tUtility\tPreferred\tStock\tor\tPreferred |  |  |  |  |  |  |
| Membership\tInterests\twithout\tsinking\tfund | 6,115,105 | 6,115,105 | 5,955,105 | 5,955,105 | 280,511 | 280,511 |
| Entergy\tWholesale\tCommodities: |  |  |  |  |  |  |
| Preferred\tStock\twithout\tsinking\tfund: |  |  |  |  |  |  |
| Entergy\tAsset\tManagement,\t8.95%\trate\t(b) | 1,000,000 | 1,000,000 | - | 305,240 | - | 29,375 |
| Other | - | - | - | \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t- | - | 852 |
| Total\tSubsidiaries'\tPreferred\tStock\nwithout\tsinking\tfund | 7,115,105 | 7,115,105 | 5,955,105 | 6,260,345 | $280,511 | $310,738 |

(a) In	2007,	Entergy	Louisiana	Holdings,	an	Entergy	subsidiary,	purchased	160,000	of	these	shares	from	the	holders.

(b) Upon	the	sale	of	Class	B	preferred	shares	in	December	2009,	Entergy	Asset	Management	had	issued	and	outstanding	Class	A	and	Class	B	preferred	shares.		On	December	20,	2011,	Entergy Asset	Management	purchased	all	of	the	outstanding	Class	B	preferred	shares	from	the	holder	thereof;	currently,	there	are	no	outstanding	Class	B	preferred	shares.		On	December	20,	2011, Entergy	Asset	Management	purchased	all	of	the	outstanding	Class	A	preferred	shares	(278,905	shares)	that	were	held	by	a	third	party;	currently,	there	are	4,759	shares	held	by	an	Entergy affiliate.

At	December	31,	2011	and	2010,	Entergy	Gulf	States	Louisiana	had	outstanding	100,000	units	of	no	par	value	8.25%	Series	Preferred	Membership	Interests	that	were	initially	issued	by	Entergy Gulf	States,	Inc.	as	preference	stock.		The	preference	shares	were	converted	into	the	preferred	units	as	part	of	the	jurisdictional	separation.		The	distributions	are	cumulative	and	payable	quarterly beginning	March	15,	2008.		The	preferred	membership	interests	are	redeemable	on	or	after	December	15,	2015,	at	Entergy	Gulf	States	Louisiana's	option,	at	the	fixed	redemption	price	of	$100	per	unit.

The	number	of	shares	and	units	authorized	and	outstanding	and	dollar	value	of	preferred	stock	and	membership	interests	for	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	and	Entergy	New	Orleans	as	of	December	31,	2011	and	2010	are	presented	below.		All	series	of	the	Utility	operating	companies'	preferred	stock	and	membership	interests	are	redeemable	at the	respective	company's	option	at	the	call	prices	presented.		Dividends	and	distributions	paid	on	all	of	Entergy's	preferred	stock	and	membership	interests	series	are	eligible	for	the	dividends	received deduction.		The	dividends	received	deduction	is	limited	by	Internal	Revenue	Code	section	244	for	the	following	preferred	stock	series:	Entergy	Arkansas	4.72%,	Entergy	Mississippi	4.56%,	and	Entergy New	Orleans	4.75%.

(a) Series	is	callable	at	par.

(b) Series	is	callable	at	par	on	and	after	December	15,	2015.

(c) Series	is	callable	at	par.

# NOTE	7.				COMMON	EQUITY	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and System	Energy)

# Common	Stock

Common	stock	and	treasury	stock	shares	activity	for	Entergy	for	2011,	2010,	and	2009	is	as	follows:

|  | 2011 | 2011 | 2010 | 2010 | 2009 | 2009 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common\nShares\nIssued | Treasury\nShares | Common\nShares\nIssued | Treasury\nShares | Common\nShares\nIssued | Treasury\nShares |
| Beginning\tBalance,\tJanuary\t1 | 254,752,788 | 76,006,920 | 254,752,788 | 65,634,580 | 248,174,087 | 58,815,518 |
| Equity\tUnit\tTransaction | - | - | - | - | 6,578,701 | - |
| Repurchases | - | 3,475,000 | - | 11,490,551 | - | 7,680,000 |
| Issuances: |  |  |  |  |  |  |
| Employee\tStock-Based |  |  |  |  |  |  |
| \t\tCompensation\tPlans | - | (1,079,008) | - | (1,113,411) | - | (856,390) |
| Directors'\tPlan | - | (5,924) | - | (4,800) | - | (4,548) |
| Ending\tBalance,\tDecember\t31 | \t254,752,788 | \t78,396,988 | \t254,752,788 | \t76,006,920 | \t254,752,788 | \t65,634,580 |

In	December	2005,	Entergy	Corporation	sold	10	million	equity	units	with	a	stated	amount	of	$50	each.		An	equity	unit	consisted	of	(1)	a	note,	initially	due	February	2011	and	initially	bearing interest	at	an	annual	rate	of	5.75%,	and	(2)	a	purchase	contract	that	obligated	the	holder	of	the	equity	unit	to	purchase	for	$50	between	0.5705	and	0.7074	shares	of	Entergy	Corporation	common	stock	on or	before	February	17,	2009.		Entergy	paid	the	holders	quarterly	contract	adjustment	payments	of	1.875%	per	year	on	the	stated	amount	of	$50	per	equity	unit.		Under	the	terms	of	the	purchase	contracts, Entergy	attempted	to	remarket	the	notes	in	February	2009	but	was	unsuccessful,	the	note	holders	put	the	notes	to	Entergy,	Entergy	retired	the	notes,	and	Entergy	issued	shares	of	common	stock	to	settle the	purchase	contracts.

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

In	January	2007,	the	Board	approved	a	repurchase	program	that	authorized	Entergy	to	repurchase	up	to	$1.5	billion	of	its	common	stock.		In	January	2008,	the	Board	authorized	an	incremental	$500 million	share	repurchase	program	to	enable	Entergy	to	consider	opportunistic	purchases	in	response	to	equity	market	conditions.		Entergy	completed	both	the	$1.5	billion	and	$500	million	programs	in the	third	quarter	2009.		In	October	2009,	the	Board	granted	authority	for	an	additional	$750	million	share	repurchase	program	which	was	completed	in	the	fourth	quarter	2010.		In	October	2010,	the Board	granted	authority	for	an	additional	$500	million	share	repurchase	program.		As	of	December	31,	2011,	$350	million	remains	under	the	$500	million	share	repurchase	program.

# Retained	Earnings	and	Dividend	Restrictions

Provisions	within	the	articles	of	incorporation	or	pertinent	indentures	and	various	other	agreements	relating	to	the	long-term	debt	and	preferred	stock	of	certain	of	Entergy	Corporation's	subsidiaries could	restrict	the	payment	of	cash	dividends	or	other	distributions	on	their	common	and	preferred	equity.		As	of	December	31,	2011,	under	provisions	in	their	mortgage	indentures,	Entergy	Arkansas	and Entergy	Mississippi	had	retained	earnings

unavailable	for	distribution	to	Entergy	Corporation	of	$394.9	million	and	$68.5	million,	respectively.		Entergy	Corporation	received	dividend	payments	from	subsidiaries	totaling	$595	million	in	2011, $580	million	in	2010,	and	$417	million	in	2009.

# 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 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Entergy | Entergy | Gulf\tStates\tLouisiana | Gulf\tStates\tLouisiana | Louisiana | Louisiana |
|  | December\t31,\n2011 | December\t31,\n2010 | December\t31,\n2011 | December\t31,\n2010 | December\t31,\n2011 | December\t31,\n2010 |
|  |  |  | (In\tThousands) |  |  |  |
| Cash\tflow\thedges\tnet |  |  |  |  |  |  |
| \tunrealized\tgain | $177,497 | $106,258 | $- | $- | $- | $- |
| Pension\tand\tother |  |  |  |  |  |  |
| \tpostretirement\tliabilities | (499,556) | (276,466) | (69,610) | (40,304) | (39,507) | (24,962) |
| Net\tunrealized\tinvestment |  |  |  |  |  |  |
| \tgains | 150,939 | 129,685 | - | - | - | - |
| Foreign\tcurrency\ttranslation | 2,668 | 2,311 | - | - | - | - |
| Total | ($168,452) | ($38,212) | ($69,610) | ($40,304) | ($39,507) | ($24,962) |

Other	comprehensive	income	and	total	comprehensive	income	for	years	ended	December	31,	2011,	2010,	and	2009	are	presented	in	Entergy's,	Entergy	Gulf	States	Louisiana's,	and	Entergy	Louisiana's Statements	of	Comprehensive	Income.

# NOTE	8.			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	effect	on Entergy's	results	of	operations,	cash	flows,	or	financial	condition.		Entergy	discusses	regulatory	proceedings	in	Note	2	to	the	financial	statements	and	discusses	tax	proceedings	in	Note	3	to	the	financial statements.

# Vidalia	Purchased	Power	Agreement

Entergy	Louisiana	has	an	agreement	extending	through	the	year	2031	to	purchase	energy	generated	by	a	hydroelectric	facility	known	as	the	Vidalia	project.		Entergy	Louisiana	made	payments	under	the contract	of	approximately	$185.6	million	in	2011,	$216.5	million	in	2010,	and	$204.9	million	in	2009.		If	the	maximum	percentage	(94%)	of	the	energy	is	made	available	to	Entergy	Louisiana,	current production	projections	would	require	estimated	payments	of	approximately	$172.1	million	in	2012,	and	a	total	of	$2.5	billion	for	the	years	2013	through	2031.		Entergy	Louisiana	currently	recovers	the costs	of	the	purchased	energy	through	its	fuel	adjustment	clause.

In	an	LPSC-approved	settlement	related	to	tax	benefits	from	the	tax	treatment	of	the	Vidalia	contract,	Entergy	Louisiana	agreed	to	credit	rates	by	$11	million	each	year	for	up	to	ten	years,	beginning	in October	2002.		In	addition,	in	accordance	with	an	LPSC	settlement,	Entergy	Louisiana	credited	rates	in	August	2007	by	$11.3	million	(including	interest)	as	a	result	of	a	settlement	with	the	IRS	of	the 2001	tax	treatment	of	the	Vidalia	contract.		As

discussed	in	more	detail	in	Note	3	to	the	financial	statements,	in	August	2011,	Entergy	agreed	to	a	settlement	with	the	IRS	regarding	the	mark-to-market	income	tax	treatment	of	various	wholesale electric	power	purchase	and	sale	agreements,	including	the	Vidalia	agreement.		In	October	2011,	the	LPSC	approved	a	final	settlement	under	which	Entergy	Louisiana	agreed	to	share	the	remaining benefits	of	this	tax	accounting	election	by	crediting	customers	an	additional	$20.235	million	per	year	for	15	years	beginning	January	2012.		Entergy	Louisiana	recorded	a	$199	million	regulatory	charge and	a	corresponding	net-of-tax	regulatory	liability	to	reflect	this	obligation.		The	provisions	of	the	settlement	also	provide	that	the	LPSC	shall	not	recognize	or	use	Entergy	Louisiana's	use	of	the	cash benefits	from	the	tax	treatment	in	setting	any	of	Entergy	Louisiana's	rates.		Therefore,	to	the	extent	Entergy	Louisiana's	use	of	the	proceeds	would	ordinarily	have	reduced	its	rate	base,	no	change	in	rate base	shall	be	reflected	for	ratemaking	purposes.

# Nuclear	Insurance

# Third	Party	Liability	Insurance

The	Price-Anderson	Act	requires	that	reactor	licensees	purchase	insurance	and	participate	in	a	secondary	insurance	pool	that	provides	insurance	coverage	for	the	public	in	the	event	of	a	nuclear power	plant	accident.		The	costs	of	this	insurance	are	borne	by	the	nuclear	power	industry.		Congress	amended	and	renewed	the	Price-Anderson	Act	in	2005	for	a	term	through	2025.		The	Price-Anderson Act	requires	nuclear	power	plants	to	show	evidence	of	financial	protection	in	the	event	of	a	nuclear	accident.		This	protection	must	consist	of	two	layers	of	coverage:

1.		The	primary	level	is	private	insurance	underwritten	by	American	Nuclear	Insurers	(ANI)	and	provides	public	liability	insurance	coverage	of	$375	million.		If	this	amount	is	not	sufficient	to cover	claims	arising	from	an	accident,	the	second	level,	Secondary	Financial	Protection,	applies.

2.		Within	the	Secondary	Financial	Protection	level,	each	nuclear	reactor	has	a	contingent	obligation	to	pay	a	retrospective	premium,	equal	to	its	proportionate	share	of	the	loss	in	excess	of	the primary	level,	regardless	of	proximity	to	the	incident	or	fault,	up	to	a	maximum	of	$117.5	million	per	reactor	per	incident	(Entergy's	maximum	total	contingent	obligation	per	incident	is	$1.3 billion).		This	consists	of	a	$111.9	million	maximum	retrospective	premium	plus	a	five	percent	surcharge,	which	equates	to	$117.5	million,	that	may	be	payable,	if	needed,	at	a	rate	that	is currently	set	at	$17.5	million	per	year	per	incident	per	nuclear	power	reactor.

3.		In	the	event	that	one	or	more	acts	of	terrorism	cause	a	nuclear	power	plant	accident,	which	results	in	third-party	damages	–	off-site	property	and	environmental	damage,	off-site	bodily	injury, and	on-site	third-party	bodily	injury	(i.e.	contractors);	the	primary	level	provided	by	ANI	combined	with	the	Secondary	Financial	Protection	would	provide	$12.6	billion	in	coverage.		The Terrorism	Risk	Insurance	Reauthorization	Act	of	2007	created	a	government	program	that	provides	for	up	to	$100	billion	in	coverage	in	excess	of	existing	coverage	for	a	terrorist	event.

Currently,	104	nuclear	reactors	are	participating	in	the	Secondary	Financial	Protection	program.		The	product	of	the	maximum	retrospective	premium	assessment	to	the	nuclear	power	industry and	the	number	of	nuclear	power	reactors	provides	over	$12.2	billion	in	secondary	layer	insurance	coverage	to	compensate	the	public	in	the	event	of	a	nuclear	power	reactor	accident.		The	Price- Anderson	Act	provides	that	all	potential	liability	for	a	nuclear	accident	is	limited	to	the	amounts	of	insurance	coverage	available	under	the	primary	and	secondary	layers.

Entergy	Arkansas	has	two	licensed	reactors	and	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	each	have	one	licensed	reactor	(10%	of	Grand	Gulf	is	owned	by	a	non- affiliated	company	(SMEPA)	that	would	share	on	a	pro-rata	basis	in	any	retrospective	premium	assessment	to	System	Energy	under	the	Price-Anderson	Act).		The	Entergy	Wholesale	Commodities segment	includes	the	ownership	and	operation	of	six	nuclear	power	reactors	and	the	ownership	of	the	shutdown	Indian	Point	1	reactor	and	Big	Rock	Point	facility.

# Property	Insurance

Entergy's	nuclear	owner/licensee	subsidiaries	are	members	of	Nuclear	Electric	Insurance	Limited	(NEIL),	a	mutual	insurance	company	that	provides	property	damage	coverage,	including decontamination	and	premature	decommissioning	expense,	to	the	members'	nuclear	generating	plants.		Effective	April	1,	2011,	Entergy	was	insured	against	such	losses	per	the	following	structures:

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

·  Primary	Layer	(per	plant)	-	$500	million	per	occurrence

·  Excess	Layer	(per	plant)		-	$750	million	per	occurrence

·  Blanket	Layer	(shared	among	the	Utility	plants)	-	$350	million	per	occurrence

·  Total	limit	-	$1.6	billion	per	occurrence

·  Deductibles:

·  $2.5	million	per	occurrence	-	Turbine/generator	damage

·  $2.5	million	per	occurrence	-	Other	than	turbine/generator	damage

·  $10	million	per	occurrence	plus	10%	of	amount	above	$10	million	-	Damage	from	a	windstorm,	flood,	earthquake,	or	volcanic	eruption

Note:		ANO	1	and	2	share	in	the	primary	and	excess	layers	with	common	policies	because	the	policies	are	issued	on	a	per	site	basis.

Entergy	Wholesale	Commodities	Plants	(Indian	Point,	FitzPatrick,	Pilgrim,	Vermont	Yankee,	Palisades,	and	Big	Rock	Point)

·  Excess	Layer	-	$615	million	per	occurrence

Note:		The	Indian	Point	Units	share	in	the	primary	and	excess	layers	with	common	policies	because	the	policies	are	issued	on	a	per	site	basis.		Big	Rock	Point	has	its	own	primary	policy	with	no excess	coverage.

In	addition,	Waterford	3,	Grand	Gulf,	and	the	Entergy	Wholesale	Commodities	plants	are	also	covered	under	NEIL's	Accidental	Outage	Coverage	program.		This	coverage	provides	certain fixed	indemnities	in	the	event	of	an	unplanned	outage	that	results	from	a	covered	NEIL	property	damage	loss,	subject	to	a	deductible	period.		The	following	summarizes	this	coverage	effective	April	1, 2011:

Waterford	3

·  $2.95	million	weekly	indemnity

·  $413	million	maximum	indemnity

·  Deductible:		26	week	deductible	period

Indian	Point	2,	Indian	Point	3,	and	Palisades ·  $4.5	million	weekly	indemnity ·  $490	million	maximum	indemnity ·  Deductible:	12	week	deductible	period

FitzPatrick	and	Pilgrim ·  $4.0	million	weekly	indemnity ·  $490	million	maximum	indemnity ·  Deductible:	12	week	deductible	period

Vermont	Yankee ·  $3.5	million	weekly	indemnity ·  $435	million	maximum	indemnity

Under	 the	 property	 damage	 and	 accidental	 outage	 insurance	 programs,	 all	 NEIL	 insured	 plants	 could	 be	 subject to	 assessments should losses	 exceed the	 accumulated funds	 available from NEIL.		Effective	April	1,	2011,	the	maximum	amounts	of	such	possible	assessments	per	occurrence	were	as	follows:

# Assessments

Potential	assessments	for	the	Entergy	Wholesale	Commodities	plants	are	covered	by	insurance	obtained	through	NEIL's	reinsurers.

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

In	the	event	that	one	or	more	acts	of	terrorism	causes	property	damage	under	one	or	more	or	all	nuclear	insurance	policies	issued	by	NEIL	(including,	but	not	limited	to,	those	described	above)	within	12 months	from	the	date	the	first	property	damage	occurs,	the	maximum	recovery	under	all	such	nuclear	insurance	policies	shall	be	an	aggregate	of	$3.24	billion	plus	the	additional	amounts	recovered	for such	losses	from	reinsurance,	indemnity,	and	any	other	sources	applicable	to	such	losses.		The	Terrorism	Risk	Insurance	Reauthorization	Act	of	2007	created	a	government	program	that	provides	for	up to	$100	billion	in	coverage	in	excess	of	existing	coverage	for	a	terrorist	event.

# Conventional	Property	Insurance

Entergy's	conventional	property	insurance	program	provides	coverage	of	up	to	$400	million	on	an	Entergy	system-wide	basis	for	all	operational	perils	(direct	physical	loss	or	damage	due	to	machinery breakdown,	electrical	failure,	fire,	lightning,	hail,	or	explosion)	on	an	"each	and	every	loss"	basis;	up	to	$400	million	in	coverage	for	certain	natural	perils	(direct	physical	loss	or	damage	due	to earthquake,	tsunami,	flood,	ice	storm,	and	tornado)	on	an	annual	aggregate	basis;	and	up	to	$125	million	for	certain	other	natural	perils	(direct	physical	loss	or	damage	due	to	a	named	windstorm	or	storm surge)	on	an	annual	aggregate	basis.		The	conventional	property	insurance	program	provides	up	to	$50	million	in	coverage	for	the	Entergy	New	Orleans	gas	distribution	system	on	an	annual	aggregate basis.		The	coverage	is	subject	to	a	$20	million	self-insured	retention	per	occurrence	for	operational	perils	and	a	$35	million	self-insured	retention	per	occurrence	for	natural	perils	and	for	the	Entergy New	Orleans	gas	distribution	system.

Covered	property	generally	includes	power	plants,	substations,	facilities,	inventories,	and	gas	distribution-related	properties.		Excluded	property	generally	includes	above-ground	transmission	and distribution	lines,	poles,	and	towers.		The	primary	layer	consists	of	a	$65	million	layer	in	excess	of	the	self-insured	retention	and	the	excess	layer	consists	of	a	$335	million	layer	in	excess	of	the	$65 million	primary	layer.		Both	layers	are	placed	on	a	quota	share	basis	through	several	insurers.		This	coverage	is	in	place	for	Entergy	Corporation,	the	Registrant	Subsidiaries,	and	certain	other	Entergy subsidiaries,	including	the	owners	of	the	nuclear	power	plants	in	the	Entergy	Wholesale	Commodities	segment.		Entergy	also,	purchases	$300	million	in	terrorism	insurance	coverage	for	its	conventional property.		The	Terrorism	Risk	Insurance	Reauthorization	Act	of	2007	created	a	government	program	that	provides	for	up	to	$100	billion	in	coverage	in	excess	of	existing	coverage	for	a	terrorist	event.

In	addition	to	the	conventional	property	insurance	program,	Entergy	has	purchased	additional	coverage	($20	million	per	occurrence)	for	some	of	its	non-regulated,	non-generation	assets.		This	policy serves	to	buy-down	the	$20	million	deductible	and	is	placed	on	a	scheduled	location	basis.		The	applicable	deductibles	are	$100,000	to	$250,000,	except	for	properties	that	are	damaged	by	flooding	and properties	whose	values	are	greater	than	$20	million;	these	properties	have	a	$500,000	deductible.

# Gas	System	Rebuild	Insurance	Proceeds	(Entergy	New	Orleans)

Entergy	New	Orleans	received	insurance	proceeds	for	future	construction	expenditures	associated	with	rebuilding	its	gas	system,	and	the	October	2006	City	Council	resolution	approving	the	settlement of	Entergy	New	Orleans's	rate	and	storm-cost	recovery	filings	requires	Entergy	New	Orleans	to	record	those	proceeds	in	a	designated	sub-account	of	other	deferred	credits	until	the	proceeds	are	spent	on the	rebuild	project.		This	other	deferred	credit	is	shown	as	"Gas	system	rebuild	insurance	proceeds"	on	Entergy	New	Orleans's	balance	sheet.

# Employment	and	Labor-related	Proceedings

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	suits	and	proceedings	and	deny	liability	to	the	claimants.		Management	believes	that	loss	exposure	has	been	and	will	continue	to	be	handled	so	that	the ultimate	resolution	of	these	matters	will	not	be	material,	in	the	aggregate,	to	the	financial	position,	results	of	operation,	or	cash	flows	of	Entergy	or	the	Utility	operating	companies.

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

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

# Grand	Gulf	-	Related	Agreements

# Capital	Funds	Agreement	(Entergy	Corporation	and	System	Energy)

System	Energy	has	entered	 into	agreements	with	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	whereby	 they	are	obligated	 to	purchase	 their	respective entitlements	of	capacity	and	energy	from	System	Energy's	interest	in	Grand	Gulf,	and	to	make	payments	that,	together	with	other	available	funds,	are	adequate	to	cover	System	Energy's	operating expenses.		System	Energy	would	have	to	secure	funds	from	other	sources,	including	Entergy	Corporation's	obligations	under	the	Capital	Funds	Agreement,	to	cover	any	shortfalls	from	payments received	from	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	under	these	agreements.

# Unit	Power	Sales	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

System	Energy	has	agreed	to	sell	all	of	its	share	of	capacity	and	energy	from	Grand	Gulf	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	in	accordance	with specified	percentages	(Entergy	Arkansas-36%,	Entergy	Louisiana-14%,	Entergy	Mississippi-33%,	and	Entergy	New	Orleans-17%)	as	ordered	by	the	FERC.		Charges	under	this	agreement	are	paid	in consideration	for	the	purchasing	companies'	respective	entitlement	to	receive	capacity	and	energy	and	are	payable	irrespective	of	the	quantity	of	energy	delivered.		The	agreement	will	remain	in	effect until	terminated	by	the	parties	and	the	termination	is	approved	by	the	FERC,	most	likely	upon	Grand	Gulf's	retirement	from	service.		Monthly	obligations	are	based	on	actual	capacity	and	energy costs.		The	average	monthly	payments	for	2011	under	the	agreement	are	approximately	$17.2	million	for	Entergy	Arkansas,	$6.9	million	for	Entergy	Louisiana,	$14.4	million	for	Entergy	Mississippi, and	$8.4	million	for	Entergy	New	Orleans.

# Availability	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	are	individually	obligated	to	make	payments	or	subordinated	advances	to	System	Energy	in	accordance	with	stated percentages	(Entergy	Arkansas-17.1%,	Entergy	Louisiana-26.9%,	Entergy	Mississippi-31.3%,	and	Entergy	New	Orleans-24.7%)	in	amounts	that,	when	added	to	amounts	received	under	the	Unit	Power Sales	Agreement	or	otherwise,	are	adequate	to	cover	all	of	System	Energy's	operating	expenses	as	defined,	including	an	amount	sufficient	to	amortize	the	cost	of	Grand	Gulf	2	over	27	years	(See Reallocation	Agreement	terms	below)	and	expenses	incurred	in	connection	with	a	permanent	shutdown	of	Grand	Gulf.		System	Energy	has	assigned	its	rights	to	payments	and	advances	to	certain creditors	as	security	for	certain	obligations.	 	Since	commercial	operation	of	Grand	Gulf	began,	payments	under	the	Unit	Power	Sales	Agreement	have	exceeded	the	amounts	payable	under	the Availability	Agreement.		Accordingly,	no	payments	under	the	Availability	Agreement	have	ever	been	required.		If	Entergy	Arkansas	or	Entergy	Mississippi	fails	to	make	its	Unit	Power	Sales	Agreement payments,	and	System	Energy	is	unable	to	obtain	funds	from	other	sources,	Entergy	Louisiana	and	Entergy	New	Orleans	could	become	subject	to	claims	or	demands	by	System	Energy	or	its	creditors	for payments	or	advances	under	the	Availability	Agreement	(or	the	assignments	thereof)	equal	to	the	difference	between	their	required	Unit	Power	Sales	Agreement	payments	and	their	required	Availability Agreement	payments.

# Reallocation	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	entered	into	the	Reallocation	Agreement	relating	to	the	sale	of	capacity	and	energy	from	Grand Gulf	and	the	related	costs,	in	which	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	agreed	to	assume	all	of	Entergy	Arkansas's	responsibilities	and	obligations	with	respect	to	Grand Gulf	under	the	Availability	Agreement.		FERC's	decision	allocating	a	portion	of	Grand	Gulf	capacity	and	energy	to	Entergy	Arkansas	supersedes	the	Reallocation	Agreement	as	it	relates	to	Grand Gulf.		Responsibility	for	any	Grand	Gulf	2	amortization	amounts	has	been	individually	allocated	(Entergy	Louisiana-26.23%,	Entergy	Mississippi-43.97%,	and	Entergy	New	Orleans-29.80%)	under	the terms	of	the	Reallocation	Agreement.		However,	the	Reallocation	Agreement	does	not	affect	Entergy	Arkansas's	obligation	to	System	Energy's	lenders	under	the	assignments	referred	to	in	the	preceding paragraph.		Entergy	Arkansas	would	be	liable	for	its	share	of	such	amounts	if	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	were	unable	to	meet	their	contractual	obligations.		No payments	of	any	amortization	amounts	will	be	required	so	long	as	amounts	paid	to	System	Energy	under	the	Unit	Power	Sales	Agreement,	including	other	funds	available	to	System	Energy,	exceed amounts	required	under	the	Availability	Agreement,	which	is	expected	to	be	the	case	for	the	foreseeable	future.

# Reimbursement	Agreement	(System	Energy)

In	December	1988,	in	two	separate	but	substantially	identical	transactions,	System	Energy	sold	and	leased	back	undivided	ownership	interests	in	Grand	Gulf	for	the	aggregate	sum	of	$500 million.		The	interests	represent	approximately	11.5%	of	Grand	Gulf.		During	the	term	of	the	leases,	System	Energy	is	required	to	maintain	letters	of	credit	for	the	equity	investors	to	secure	certain amounts	payable	to	the	equity	investors	under	the	transactions.

Under	the	provisions	of	the	reimbursement	agreement	relating	to	the	letters	of	credit,	System	Energy	has	agreed	to	a	number	of	covenants	regarding	the	maintenance	of	certain	capitalization	and	fixed charge	coverage	ratios.		System	Energy	agreed,	during	the	term	of	the	reimbursement	agreement,	to	maintain	a	ratio	of	debt	to	total	liabilities	and	equity	less	than	or	equal	to	70%.		In	addition,	System Energy	must	maintain,	with	respect	to	each	fiscal	quarter	during	the	term	of	the	reimbursement	agreement,	a	ratio	of	adjusted	net	income	to	interest	expense	of	at	least	1.50	times	earnings.		As	of December	31,	2011,	System	Energy	was	in	compliance	with	these	covenants.

# NOTE 	9. 	ASSET	RETIREMENT	OBLIGATIONS 	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New Orleans,	Entergy	Texas,	and	System	Energy)

Accounting	standards	require	the	recording	of	liabilities	for	all	legal	obligations	associated	with	the	retirement	of	long-lived	assets	that	result	from	the	normal	operation	of	those	assets.		For	Entergy, substantially	all	of	its	asset	retirement	obligations	consist	of	its	liability	for	decommissioning	its	nuclear	power	plants.		In	addition,	an	insignificant	amount	of	removal	costs	associated	with	non-nuclear power	plants	is	also	included	in	the	decommissioning	line	item	on	the	balance	sheets.

These	liabilities	are	recorded	at	their	fair	values	(which	are	the	present	values	of	the	estimated	future	cash	outflows)	in	the	period	in	which	they	are	incurred,	with	an	accompanying	addition	to the	recorded	cost	of	the	long-lived	asset.		The	asset	retirement	obligation	is	accreted	each	year	through	a	charge	to	expense,	to	reflect	the	time	value	of	money	for	this	present	value	obligation.		The accretion	will	continue	through	the	completion	of	the	asset	retirement	activity.		The	amounts	added	to	the	carrying	amounts	of	the	long-lived	assets	will	be	depreciated	over	the	useful	lives	of	the assets.		The	application	of	accounting	standards	related	to	asset	retirement	obligations	is	earnings	neutral	to	the	rate-regulated	business	of	the	Registrant	Subsidiaries.

In	accordance	with	ratemaking	treatment	and	as	required	by	regulatory	accounting	standards,	the	depreciation	provisions	for	the	Registrant	Subsidiaries	include	a	component	for	removal	costs that	are	not	asset	retirement	obligations	under	accounting	standards.		In	accordance	with	regulatory	accounting	principles,	the	Registrant	Subsidiaries	have	recorded	regulatory	assets	(liabilities)	in	the following	amounts	to	reflect	their	estimates	of	the	difference	between	estimated	incurred	removal	costs	and	estimated	removal	costs	recovered	in	rates:

# December	31,

| Entergy	Arkansas | ($16.4) | ($24.0) |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana | ($30.3) | ($24.9) |
| Entergy\tLouisiana | ($62.6) | ($52.9) |
| Entergy\tMississippi | $48.5 | $46.1 |
| Entergy\tNew\tOrleans | $16.3 | $15.4 |
| Entergy\tTexas | $4.5 | $7.3 |
| System\tEnergy | $11.8 | $12.2 |

The	cumulative	decommissioning	and	retirement	cost	liabilities	and	expenses	recorded	in	2011	by	Entergy	were	as	follows:

|  | Liabilities	as<br>of	December	31,<br>2010 | Accretion | Change	in<br>Cash	Flow<br>Estimate | Spending | Liabilities	as<br>	of	December	31,<br>2011 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Utility: |  |  |  |  |  |
| \t\tEntergy\tArkansas | $602.2 | $38.0 | $- | $- | $640.2 |
| \t\tEntergy\tGulf\tStates\tLouisiana | $339.9 | $19.9 | $- | $- | $359.8 |
| \t\tEntergy\tLouisiana | $321.2 | $24.6 | $- | $- | $345.8 |
| \t\tEntergy\tMississippi | $5.4 | $0.3 | $- | $- | $5.7 |
| \t\tEntergy\tNew\tOrleans | $3.4 | $0.2 | $- | ($0.7) | $2.9 |
| \t\tEntergy\tTexas | $3.6 | $0.3 | $- | $- | $3.9 |
| \t\tSystem\tEnergy | $452.8 | $31.5 | ($38.9) | $- | $445.4 |
| Entergy\tWholesale\tCommodities | $1,420.0 | $115.6 | ($34.1) | ($8.6) | $1,492.9 |

The	cumulative	decommissioning	and	retirement	cost	liabilities	and	expenses	recorded	in	2010	by	Entergy	were	as	follows:

|  | Liabilities	as |  | Change	in |  | Liabilities	as |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | of\tDecember\t31, |  | Cash\tFlow |  | \tof\tDecember\t31, |
|  | 2009 | Accretion | Estimate | Spending | 2010 |
|  |  |  | (In\tMillions) |  |  |
| Utility: |  |  |  |  |  |
| \t\tEntergy\tArkansas | $566.4 | $35.8 | $- | $- | $602.2 |
| \t\tEntergy\tGulf\tStates\tLouisiana | $321.2 | $18.7 | $- | $- | $339.9 |
| \t\tEntergy\tLouisiana | $298.2 | $23.0 | $- | $- | $321.2 |
| \t\tEntergy\tMississippi | $5.1 | $0.3 | $- | $- | $5.4 |
| \t\tEntergy\tNew\tOrleans | $3.2 | $0.2 | $- | $- | $3.4 |
| \t\tEntergy\tTexas | $3.4 | $0.2 | $- | $- | $3.6 |
| \t\tSystem\tEnergy | $421.4 | $31.4 | $- | $- | $452.8 |
| Entergy\tWholesale\tCommodities | $1,320.6 | $107.6 | $- | ($8.2) | $1,420.0 |

Entergy	periodically	reviews	and	updates	estimated	decommissioning	costs.		The	actual	decommissioning	costs	may	vary	from	the	estimates	because	of	regulatory	requirements,	changes	in	technology, and	increased	costs	of	labor,	materials,	and	equipment.		As	described	below,	during	2011	Entergy	updated	decommissioning	cost	estimates	for	certain	nuclear	power	plants.		There	were	no	updates	to decommissioning	cost	estimates	for	2010.

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

In	the	fourth	quarter	of	2011,	Entergy	Wholesale	Commodities	recorded	a	reduction	of	$34.1	million	in	the	decommissioning	cost	liability	for	a	plant	as	a	result	of	a	revised	decommissioning cost	study	obtained	to	comply	with	a	state	regulatory	requirement.		The	revised	cost	study	resulted	in	a	change	in	the	undiscounted	cash	flows	and	a	credit	to	decommissioning	expense	of	$34.1	million ($21	million	net-of-tax)	was	recorded,	reflecting	the	excess	of	the	reduction	in	the	liability	over	the	amount	of	undepreciated	assets.

For	 the	 Indian	 Point	 3	 and	 FitzPatrick	 plants	 purchased	 in	 2000,	 NYPA	 retained	 the	 decommissioning	 trusts	 and	 the	 decommissioning	 liability.	 	 NYPA	 and	 Entergy	 subsidiaries	 executed decommissioning	agreements,	which	specify	their	decommissioning	obligations.		NYPA	has	the	right	to	require	the	Entergy	subsidiaries	to	assume	the	decommissioning	liability	provided	that	it	assigns the	corresponding	decommissioning	 trust,	up	 to	a	specified	 level,	 to	 the	Entergy	subsidiaries.	 	If	 the	decommissioning	 liability	 is	retained	by	NYPA,	 the	Entergy	subsidiaries	will	perform	 the decommissioning	of	the	plants	at	a	price	equal	to	the	lesser	of	a	pre-specified	level	or	the	amount	in	the	decommissioning	trusts.		Entergy	recorded	an	asset,	which	is	now	$521.6	million	as	of	December 31,	2011,	representing	 its	estimate	of	 the	present	value	of	 the	difference	between	 the	stipulated	contract	amount	for	decommissioning	 the	plants	 less	 the	decommissioning	cost	estimated	 in	an independent	decommissioning	cost	study.		The	asset	is	increased	by	monthly	accretion	based	on	the	applicable	discount	rate	necessary	to	ultimately	provide	for	the	estimated	future	value	of	the decommissioning	contract.		The	monthly	accretion	is	recorded	as	interest	income.

Entergy	maintains	decommissioning	trust	funds	that	are	committed	to	meeting	the	costs	of	decommissioning	the	nuclear	power	plants.		The	fair	values	of	the	decommissioning	trust	funds	and the	related	asset	retirement	obligation	regulatory	assets	of	Entergy	as	of	December	31,	2011	are	as	follows:

| ANO	1	and	ANO	2 | $541.7 | $181.5 |
| :--- | :--- | :--- |
| \t\tRiver\tBend | $420.9 | $5.5 |
| \t\tWaterford\t3 | $254.0 | $116.1 |
| \t\tGrand\tGulf | $423.4 | $59.6 |
| Entergy\tWholesale\tCommodities | $2,148.0 | $- |

The	fair	values	of	the	decommissioning	trust	funds	and	the	related	asset	retirement	obligation	regulatory	assets	of	Entergy	as	of	December	31,	2010	are	as	follows:

| ANO	1	and	ANO	2 | $520.8 | $161.4 |
| :--- | :--- | :--- |
| \t\tRiver\tBend | $393.6 | $10.9 |
| \t\tWaterford\t3 | $240.5 | $104.2 |
| \t\tGrand\tGulf | $387.9 | $98.3 |
| Entergy\tWholesale\tCommodities | $2,052.9 | $- |

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

# General

As	of	December	31,	2011,	Entergy	had	capital	leases	and	non-cancelable	operating	leases	for	equipment,	buildings,	vehicles,	and	fuel	storage	facilities	(excluding	nuclear	fuel	leases	and	the	Grand	Gulf and	Waterford	3	sale	and	leaseback	transactions)	with	minimum	lease	payments	as	follows:

| 2012 | $84,860 | $6,494 |
| :--- | :--- | :--- |
| 2013 | 78,552 | 6,494 |
| 2014 | 78,559 | 4,694 |
| 2015 | 62,043 | 4,615 |
| 2016 | 37,963 | 4,457 |
| Years\tthereafter | 166,445 | 38,025 |
| Minimum\tlease\tpayments | 508,422 | 64,779 |
| Less:\t\tAmount\trepresenting\tinterest | - | 23,621 |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | $508,422 | $41,158 |

Total	rental	expenses	for	all	leases	(excluding	nuclear	fuel	leases	and	the	Grand	Gulf	and	Waterford	3	sale	and	leaseback	transactions)	amounted	to	$75.3	million	in	2011,	$80.8	million	in	2010,	and $71.6	million	in	2009.

As	of	December	31,	2011,	the	Registrant	Subsidiaries	had	capital	leases	and	non-cancelable	operating	leases	for	equipment,	buildings,	vehicles,	and	fuel	storage	facilities	(excluding	nuclear	fuel	leases and	the	sale	and	leaseback	transactions)	with	minimum	lease	payments	as	follows:

# Capital	Leases

| 2012 | $237 | $3,370 |
| :--- | :--- | :--- |
| 2013 | 237 | 3,370 |
| 2014 | 237 | 1,570 |
| 2015 | 158 | 1,570 |
| 2016 | - | 1,570 |
| Years\tthereafter | - | 1,701 |
| Minimum\tlease\tpayments | 869 | 13,151 |
| Less:\t\tAmount\trepresenting\tinterest | 530 | 2,430 |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | $339 | $10,721 |

| Year | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |
| 2012 | $22,843 | $11,437 | $9,068 | $6,192 | $1,698 | $5,646 |
| 2013 | 21,318 | 10,904 | 7,876 | 5,568 | 1,464 | 5,435 |
| 2014 | 20,296 | 17,596 | 6,522 | 4,466 | 1,320 | 4,028 |
| 2015 | 21,692 | 8,341 | 5,540 | 3,324 | 1,077 | 1,999 |
| 2016 | 7,545 | 7,901 | 2,171 | 1,878 | 728 | 1,066 |
| Years\tthereafter | 5,013 | 65,565 | 1,801 | 6,156 | 604 | 1,274 |
| Minimum\tlease\tpayments | $98,707 | $121,744 | $32,978 | $27,584 | $6,891 | $19,448 |

# Rental	Expenses

| Year | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tMillions) |  |  |  |
| 2011 | $13.4 | $12.2 | $12.2 | $5.2 | $1.7 | $8.4 | $1.6 |
| 2010 | $13.0 | $12.5 | $11.7 | $5.5 | $1.7 | $7.4 | $1.4 |
| 2009 | $12.0 | $11.6 | $10.7 | $5.3 | $1.6 | $9.9 | $1.3 |

In	addition	to	the	above	rental	expense,	railcar	operating	lease	payments	and	oil	tank	facilities	lease	payments	are	recorded	in	fuel	expense	in	accordance	with	regulatory	treatment.		Railcar	operating lease	payments	were	$8.3	million	in	2011,	$8.4	million	in	2010,	and	$7.2	million	in	2009	for	Entergy	Arkansas	and	$2.0	million	in	2011,	$2.3	million	in	2010,	and	$3.1	million	in	2009	for	Entergy	Gulf States	Louisiana.		Oil	tank	facilities	lease	payments	for	Entergy	Mississippi	were	$3.4	million	in	2011,	$3.4	million	in	2010,	and	$3.4	million	in	2009.

# Sale	and	Leaseback	Transactions

# Waterford	3	Lease	Obligations

In	1989,	in	three	separate	but	substantially	identical	transactions,	Entergy	Louisiana	sold	and	leased	back	undivided	interests	in	Waterford	3	for	the	aggregate	sum	of	$353.6	million.		The	interests represent	approximately	9.3%	of	Waterford	3.		The	leases	expire	in	2017.		Under	certain	circumstances,	Entergy	Louisiana	may	repurchase	the	leased	interests	prior	to	the	end	of	the	term	of	the	leases. At	the	end	of	the	lease	terms,	Entergy	Louisiana	has	the	option	to	repurchase	the	leased	interests	in	Waterford	3	at	fair	market	value	or	to	renew	the	leases	for	either	fair	market	value	or,	under	certain conditions,	a	fixed	rate.

Entergy	Louisiana	issued	$208.2	million	of	non-interest	bearing	first	mortgage	bonds	as	collateral	for	the	equity	portion	of	certain	amounts	payable	under	the	leases.

Upon	the	occurrence	of	certain	events,	Entergy	Louisiana	may	be	obligated	to	assume	the	outstanding	bonds	used	to	finance	the	purchase	of	the	interests	in	the	unit	and	to	pay	an	amount	sufficient	to withdraw	from	the	lease	transaction.		Such	events	include	lease	events	of	default,	events	of	loss,	deemed	loss	events,	or	certain	adverse	"Financial	Events."		"Financial	Events"	include,	among	other things,	failure	by	Entergy	Louisiana,	following	the	expiration	of	any	applicable	grace	or	cure	period,	to	maintain	(i)	total	equity	capital	(including	preferred	membership	interests)	at	least	equal	to	30%	of adjusted	capitalization,	or	(ii)	a	fixed	charge	coverage	ratio	of	at	least	1.50	computed	on	a	rolling	12	month	basis.		As	of	December	31,	2011,	Entergy	Louisiana	was	in	compliance	with	these	provisions.

As	of	December	31,	2011,	Entergy	Louisiana	had	future	minimum	lease	payments	(reflecting	an	overall	implicit	rate	of	7.45%)	in	connection	with	the	Waterford	3	sale	and	leaseback transactions,	which	are	recorded	as	long-term	debt,	as	follows:

# Grand	Gulf	Lease	Obligations

In	1988,	in	two	separate	but	substantially	identical	transactions,	System	Energy	sold	and	leased	back	undivided	ownership	interests	in	Grand	Gulf	for	the	aggregate	sum	of	$500	million.		The	interests represent	approximately	11.5%	of	Grand	Gulf.		The	leases	expire	in	2015.		Under	certain	circumstances,	System	Entergy	may	repurchase	the	leased	interests	prior	to	the	end	of	the	term	of	the	leases.		At the	end	of	the	lease	terms,	System	Energy	has	the	option	to	repurchase	the	leased	interests	in	Grand	Gulf	at	fair	market	value	or	to	renew	the	leases	for	either	fair	market	value	or,	under	certain conditions,	a	fixed	rate.

System	Energy	is	required	to	report	the	sale-leaseback	as	a	financing	transaction	in	its	financial	statements.		For	financial	reporting	purposes,	System	Energy	expenses	the	interest	portion	of	the	lease obligation	and	the	plant	depreciation.		However,	operating	revenues	include	the	recovery	of	the	lease	payments	because	the	transactions	are	accounted	for	as	a	sale	and	leaseback	for	ratemaking purposes.		Consistent	with	a	recommendation	contained	in	a

FERC	audit	report,	System	Energy	initially	recorded	as	a	net	regulatory	asset	the	difference	between	the	recovery	of	the	lease	payments	and	the	amounts	expensed	for	interest	and	depreciation	and continues	to	record	this	difference	as	a	regulatory	asset	or	liability	on	an	ongoing	basis,	resulting	in	a	zero	net	balance	for	the	regulatory	asset	at	the	end	of	the	lease	term.		The	amount	was	a	net regulatory	asset	(liability)	of	($2.0)	million	and	$60.6	million	as	of	December	31,	2011	and	2010,	respectively.

As	of	December	31,	2011,	System	Energy	had	future	minimum	lease	payments	(reflecting	an	implicit	rate	of	5.13%),	which	are	recorded	as	long-term	debt	as	follows:

# NOTE	 11.	 	 RETIREMENT,	 OTHER	 POSTRETIREMENT	 BENEFITS,	AND	 DEFINED	 CONTRIBUTION	 PLANS (Entergy	 Corporation,	 Entergy	Arkansas,	 Entergy	 Gulf	 States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

# Qualified	Pension	Plans

Entergy	has	seven	qualified	pension	plans	covering	substantially	all	employees:	"Entergy	Corporation	Retirement	Plan	for	Non-Bargaining	Employees,"	"Entergy	Corporation	Retirement	Plan	for Bargaining	 Employees,"	 "Entergy	 Corporation	 Retirement	 Plan	 II	 for	 Non-Bargaining	 Employees,"	 "Entergy	 Corporation	 Retirement	 Plan	 II	 for	 Bargaining	 Employees,"	 "Entergy	 Corporation Retirement	Plan	III,"	"Entergy	Corporation	Retirement	Plan	IV	for	Non-Bargaining	Employees,"	and	"Entergy	Corporation	Retirement	Plan	IV	for	Bargaining	Employees."		The	Registrant	Subsidiaries participate	in	two	of	these	plans:	"Entergy	Corporation	Retirement	Plan	for	Non-Bargaining	Employees"	and	"Entergy	Corporation	Retirement	Plan	for	Bargaining	Employees."		Except	for	the	Entergy Corporation	Retirement	Plan	III,	the	pension	plans	are	noncontributory	and	provide	pension	benefits	that	are	based	on	employees'	credited	service	and	compensation	during	the	final	years	before retirement.		The	Entergy	Corporation	Retirement	Plan	III	includes	a	mandatory	employee	contribution	of	3%	of	earnings	during	the	first	10	years	of	plan	participation,	and	allows	voluntary	contributions from	1%	to	10%	of	earnings	for	a	limited	group	of	employees.

The	assets	of	the	seven	qualified	pension	plans	are	held	in	a	master	trust	established	by	Entergy.		Each	pension	plan	has	an	undivided	beneficial	interest	in	each	of	the	investment	accounts	of	the	master trust	that	is	maintained	by	a	trustee.		Use	of	the	master	trust	permits	the	commingling	of	the	trust	assets	of	the	pension	plans	of	Entergy	Corporation	and	its	Registrant	Subsidiaries	for	investment	and administrative	purposes.		Although	assets	are	commingled	in	the	master	trust,	the	trustee	maintains	supporting	records	for	the	purpose	of	allocating	the	equity	in	net	earnings	(loss)	and	the	administrative expenses	of	the	investment	accounts	to	the	various	participating	pension	plans.		The	fair	value	of	the	trust	assets	is	determined	by	the	trustee	and	certain	investment	managers.		The	trustee	calculates	a daily	earnings	factor,	including	realized	and	unrealized	gains	or	losses,	collected	and	accrued	income,	and	administrative	expenses,	and	allocates	earnings	to	each	plan	in	the	master	trust	on	a	pro	rata basis.

Further,	within	each	pension	plan,	the	record	of	each	Registrant	Subsidiary's	beneficial	interest	in	the	plan	assets	is	maintained	by	the	plan's	actuary	and	is	updated	quarterly.		Assets	for	each	Registrant Subsidiary	are	increased	for	investment	income	and	contributions,	and	decreased	for	benefit	payments.		A	plan's	investment	net	income/(loss)	(i.e.	interest	and	dividends,	realized	gains	and	losses	and expenses)	is	allocated	to	the	Registrant	Subsidiaries	participating	in	that	plan	based	on	the	value	of	assets	for	each	Registrant	Subsidiary	at	the	beginning	of	the	quarter	adjusted	for	contributions	and benefit	payments	made	during	the	quarter.

Entergy	Corporation	and	its	subsidiaries	fund	pension	costs	in	accordance	with	contribution	guidelines	established	by	the	Employee	Retirement	Income	Security	Act	of	1974,	as	amended,	and	the Internal	Revenue	Code	of	1986,	as	amended.		The	assets	of	the	plans	include	common	and	preferred	stocks,	fixed-income	securities,	interest	in	a	money	market	fund,	and	insurance	contracts.		The Registrant	Subsidiaries'	pension	costs	are	recovered	from	customers	as	a	component	of	cost	of	service	in	each	of	their	respective	jurisdictions.

# Components	of	Qualified	Net	Pension	Cost	and	Other	Amounts	Recognized	as	a	Regulatory	Asset	and/or	Accumulated	Other	Comprehensive	Income	(AOCI)

Entergy	Corporation	and	its	subsidiaries'	total	2011,	2010,	and	2009	qualified	pension	costs	and	amounts	recognized	as	a	regulatory	asset	and/or	other	comprehensive	income,	including amounts	capitalized,	included	the	following	components:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tperiodic\tpension\tcost: |  |  |  |
| Service\tcost\t-\tbenefits\tearned\tduring\tthe |  |  |  |
| \t\tperiod | $121,961 | $104,956 | $89,646 |
| Interest\tcost\ton\tprojected\tbenefit\tobligation | 236,992 | 231,206 | 218,172 |
| Expected\treturn\ton\tassets | (301,276) | (259,608) | (249,220) |
| Amortization\tof\tprior\tservice\tcost | 3,350 | 4,658 | 4,997 |
| Recognized\tnet\tloss | 92,977 | 65,901 | 22,401 |
| Net\tperiodic\tpension\tcosts | $154,004 | $147,113 | $85,996 |
| Other\tchanges\tin\tplan\tassets\tand\tbenefit |  |  |  |
| obligations\trecognized\tas\ta\tregulatory |  |  |  |
| asset\tand/or\tAOCI\t(before\ttax) |  |  |  |
| Arising\tthis\tperiod: |  |  |  |
| Net\tloss | $1,045,624 | $232,279 | $76,799 |
| Amounts\treclassified\tfrom\tregulatory\tasset\tand/or\tAOCI\tto\tnet\tperiodic\tpension\tcost\tin\tthe\tcurrent |  |  |  |
| year: |  |  |  |
| Amortization\tof\tprior\tservice\tcost | (3,350) | (4,658) | (4,997) |
| Amortization\tof\tnet\tloss | (92,977) | (65,901) | (22,401) |
| Total | 949,297 | 161,720 | 49,401 |
| Total\trecognized\tas\tnet\tperiodic\tpension |  |  |  |
| cost,\tregulatory\tasset,\tand/or\tAOCI |  |  |  |
| (before\ttax) | $1,103,301 | $308,834 | $135,397 |
| Estimated\tamortization\tamounts\tfrom |  |  |  |
| regulatory\tasset\tand/or\tAOCI\tto\tnet |  |  |  |
| periodic\tcost\tin\tthe\tfollowing\tyear |  |  |  |
| Prior\tservice\tcost | $2,733 | $3,350 | $4,658 |
| Net\tloss | $169,064 | $92,977 | $65,901 |

The	Registrant	Subsidiaries'	total	2011,	2010,	and	2009	qualified	pension	costs	and	amounts	recognized	as	a	regulatory	asset	and/or	other	comprehensive	income,	including	amounts	capitalized, included	the	following	components:

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2011 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $18,072 | $9,848 | $11,543 | $5,308 | $2,242 | $4,788 | $4,941 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \t\tbenefit\tobligation | 51,965 | 23,713 | 32,636 | 15,637 | 7,050 | 15,971 | 11,758 |
| Expected\treturn\ton\tassets | (62,434) | (33,358) | (38,866) | (20,152) | (8,455) | (22,005) | (15,138) |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost | 459 | 79 | 280 | 152 | 35 | 65 | 16 |
| Recognized\tnet\tloss | 25,681 | 9,118 | 17,990 | 6,717 | 4,666 | 5,579 | 5,284 |
| Net\tpension\tcost | $33,743 | $9,400 | $23,583 | $7,662 | $5,538 | $4,398 | $6,861 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| tax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Net\tloss | $217,989 | $102,329 | $137,100 | $56,714 | $29,297 | $64,662 | $52,876 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \t\tregulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t\tto\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| \t\tthe\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost | (459) | (79) | (280) | (152) | (35) | (65) | (16) |
| Amortization\tof\tnet\tloss | (25,681) | (9,118) | (17,990) | (6,717) | (4,666) | (5,579) | (5,284) |
| Total | $191,849 | $93,132 | $118,830 | $49,845 | $24,596 | $59,018 | $47,576 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tpension\tcost, |  |  |  |  |  |  |  |
| regulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| AOCI\t(before\ttax) | $225,592 | $102,532 | $142,413 | $57,507 | $30,134 | $63,416 | $54,437 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\tto\tnet |  |  |  |  |  |  |  |
| periodic\tcost\tin\tthe\tfollowing |  |  |  |  |  |  |  |
| year |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $200 | $19 | $208 | $30 | $7 | $15 | $13 |
| Net\tloss | $41,309 | $16,295 | $28,486 | $10,667 | $6,935 | $10,261 | $9,135 |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2010 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $15,775 | $8,462 | $9,770 | $4,651 | $2,063 | $4,267 | $4,132 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \t\tbenefit\tobligation | 49,277 | 24,377 | 28,541 | 15,230 | 6,040 | 15,869 | 9,009 |
| Expected\treturn\ton\tassets | (50,635) | (30,752) | (32,775) | (17,252) | (7,236) | (20,549) | (11,808) |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost | 782 | 302 | 474 | 318 | 177 | 237 | 34 |
| Recognized\tnet\tloss | 16,506 | 7,622 | 8,604 | 4,361 | 2,544 | 3,208 | 523 |
| Net\tpension\tcost | $31,705 | $10,011 | $14,614 | $7,308 | $3,588 | $3,032 | $1,890 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| tax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Net\tloss | $97,117 | $4,748 | $99,129 | $21,801 | $22,600 | $17,316 | $56,756 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \t\tregulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t\tto\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| \t\tthe\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost | (782) | (302) | (474) | (318) | (177) | (237) | (34) |
| Amortization\tof\tnet\tloss | (16,506) | (7,622) | (8,604) | (4,361) | (2,544) | (3,208) | (523) |
| Total | $79,829 | ($3,176) | $90,051 | $17,122 | $19,879 | $13,871 | $56,199 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tpension\tcost, |  |  |  |  |  |  |  |
| regulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| AOCI\t(before\ttax) | $111,534 | $6,835 | $104,665 | $24,430 | $23,467 | $16,903 | $58,089 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\tto\tnet |  |  |  |  |  |  |  |
| periodic\tcost\tin\tthe\tfollowing |  |  |  |  |  |  |  |
| year |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $459 | $79 | $280 | $152 | $35 | $65 | $16 |
| Net\tloss | $25,681 | $9,118 | $17,990 | $6,717 | $4,666 | $5,579 | $5,284 |

| 2009 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $13,601 | $6,993 | $7,896 | $3,981 | $1,701 | $3,668 | $3,519 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \t\tbenefit\tobligation | 47,043 | 21,116 | 27,760 | 14,706 | 5,878 | 15,741 | 8,555 |
| Expected\treturn\ton\tassets | (48,749) | (30,065) | (32,789) | (16,943) | (7,261) | (20,740) | (11,064) |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost | 849 | 438 | 474 | 341 | 206 | 321 | 34 |
| Recognized\tnet\tloss | 7,058 | 319 | 2,817 | 1,289 | 1,225 | 168 | 439 |
| Net\tpension\tcost/(income) | $19,802 | ($1,199) | $6,158 | $3,374 | $1,749 | ($842) | $1,483 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| tax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Net\tloss/(gain) | $32,528 | $36,704 | $7,113 | $5,609 | $724 | ($3,444) | $5,076 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \t\tregulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t\tto\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| \t\tthe\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost | (849) | (438) | (474) | (341) | (206) | (321) | (34) |
| Amortization\tof\tnet\tloss | (7,058) | (319) | (2,817) | (1,289) | (1,225) | (168) | (439) |
| Total | $24,621 | $35,947 | $3,822 | $3,979 | ($707) | ($3,933) | $4,603 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tpension |  |  |  |  |  |  |  |
| cost/(income),\tregulatory |  |  |  |  |  |  |  |
| asset,\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| tax) | $44,423 | $34,748 | $9,980 | $7,353 | $1,042 | ($4,775) | $6,086 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\tto\tnet |  |  |  |  |  |  |  |
| periodic\tcost\tin\tthe\tfollowing |  |  |  |  |  |  |  |
| year |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $782 | $302 | $474 | $318 | $177 | $237 | $34 |
| Net\tloss | $16,506 | $7,621 | $8,603 | $4,362 | $2,544 | $3,207 | $523 |

# Qualified	Pension	Obligations,	Plan	Assets,	Funded	Status,	Amounts	Recognized	in	the	Balance	Sheet	for	Entergy	Corporation	and	its	Subsidiaries	as	of	December	31,	2011	and 2010

| Balance	at	beginning	of	year | $4,301,218 | $3,837,744 |
| :--- | :--- | :--- |
| Service\tcost | 121,961 | 104,956 |
| Interest\tcost | 236,992 | 231,206 |
| Actuarial\tloss | 703,895 | 293,189 |
| Employee\tcontributions | 828 | 894 |
| Benefits\tpaid | (177,259) | (166,771) |
| Balance\tat\tend\tof\tyear | $5,187,635 | $4,301,218 |
| Change\tin\tPlan\tAssets |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof\tyear | $3,216,268 | $2,607,274 |
| Actual\treturn\ton\tplan\tassets | (40,453) | 320,517 |
| Employer\tcontributions | 400,532 | 454,354 |
| Employee\tcontributions | 828 | 894 |
| Benefits\tpaid | (177,259) | (166,771) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $3,399,916 | $3,216,268 |
| Funded\tstatus | ($1,787,719) | ($1,084,950) |
| Amount\trecognized\tin\tthe\tbalance\tsheet |  |  |
| Non-current\tliabilities | ($1,787,719) | ($1,084,950) |
| Amount\trecognized\tas\ta\tregulatory\tasset |  |  |
| Prior\tservice\tcost | $9,836 | $12,979 |
| Net\tloss | 2,048,743 | 1,350,616 |
|  | $2,058,579 | $1,363,595 |
| Amount\trecognized\tas\tAOCI\t(before\ttax) |  |  |
| Prior\tservice\tcost | $2,648 | $2,855 |
| Net\tloss | 551,613 | 297,093 |
|  | $554,261 | $299,948 |

# Qualified	Pension	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Recognized	in	the	Balance	Sheet	for	the	Registrant	Subsidiaries	as	of	December	31,	2011	and	2010

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2011 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tProjected\tBenefit |  |  |  |  |  |  |  |
| Obligation\t(PBO) |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $950,595 | $431,870 | $596,730 | $286,179 | $128,477 | $292,551 | $213,098 |
| Service\tcost | 18,072 | 9,848 | 11,543 | 5,308 | 2,242 | 4,788 | 4,941 |
| Interest\tcost | 51,965 | 23,713 | 32,636 | 15,637 | 7,050 | 15,971 | 11,758 |
| Actuarial\tloss | 146,514 | 65,000 | 93,175 | 33,865 | 19,695 | 40,122 | 35,775 |
| Benefits\tpaid | (50,574) | (17,999) | (29,336) | (14,612) | (5,498) | (15,763) | (7,304) |
| Balance\tat\tend\tof\tyear | $1,116,572 | $512,432 | $704,748 | $326,377 | $151,966 | $337,669 | $258,268 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| of\tyear | $646,491 | $361,207 | $406,216 | $212,122 | $88,688 | $237,502 | $128,007 |
| Actual\treturn\ton\tplan\tassets | (9,042) | (3,971) | (5,059) | (2,698) | (1,148) | (2,536) | (1,963) |
| Employer\tcontributions | 120,400 | 27,318 | 60,597 | 29,169 | 12,160 | 18,235 | 28,351 |
| Benefits\tpaid | (50,574) | (17,999) | (29,336) | (14,612) | (5,498) | (15,763) | (7,304) |
| Fair\tvalue\tof\tassets\tat\tend\tof |  |  |  |  |  |  |  |
| year | $707,275 | $366,555 | $432,418 | $223,981 | $94,202 | $237,439 | $147,091 |
| Funded\tstatus | ($409,297) | ($145,877) | ($272,330) | ($102,396) | ($57,764) | ($100,231) | ($111,177) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \tbalance\tsheet\t(funded\tstatus) |  |  |  |  |  |  |  |
| Non-current\tliabilities | ($409,297) | ($145,877) | ($272,330) | ($102,396) | ($57,764) | ($100,231) | ($111,177) |
| Amounts\trecognized\tas |  |  |  |  |  |  |  |
| \tregulatory\tasset |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $223 | $23 | $291 | $39 | $10 | $22 | $19 |
| Net\tloss | 619,430 | 214,833 | 408,835 | 169,329 | 95,667 | 171,023 | 165,011 |
|  | $619,653 | $214,856 | $409,126 | $169,368 | $95,677 | $171,045 | $165,030 |
| Amounts\trecognized\tas\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $- | $6 | $- | $- | $- | $- | $- |
| Net\tloss | - | 50,393 | - | - | - | - | - |
|  | $- | $50,399 | $- | $- | $- | $- | $- |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2010 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tProjected\tBenefit |  |  |  |  |  |  |  |
| Obligation\t(PBO) |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $824,261 | $405,228 | $480,503 | $255,057 | $101,325 | $266,371 | $149,387 |
| Service\tcost | 15,775 | 8,462 | 9,770 | 4,651 | 2,063 | 4,267 | 4,132 |
| Interest\tcost | 49,277 | 24,377 | 28,541 | 15,230 | 6,040 | 15,869 | 9,009 |
| Actuarial\tloss | 108,171 | 11,050 | 106,227 | 25,438 | 24,211 | 21,055 | 56,841 |
| Employee\tcontribution | - | - | - | - | - | - | 2 |
| Benefits\tpaid | (46,889) | (17,247) | (28,311) | (14,197) | (5,162) | (15,011) | (6,273) |
| Balance\tat\tend\tof\tyear | $950,595 | $431,870 | $596,730 | $286,179 | $128,477 | $292,551 | $213,098 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| of\tyear | $494,732 | $310,445 | $328,520 | $171,912 | $72,046 | $209,936 | $91,061 |
| Actual\treturn\ton\tplan\tassets | 61,690 | 37,054 | 39,872 | 20,889 | 8,847 | 24,289 | 11,893 |
| Employer\tcontributions | 136,958 | 30,955 | 66,135 | 33,518 | 12,957 | 18,288 | 31,324 |
| Employee\tcontribution | - | - | - | - | - | - | 2 |
| Benefits\tpaid | (46,889) | (17,247) | (28,311) | (14,197) | (5,162) | (15,011) | (6,273) |
| Fair\tvalue\tof\tassets\tat\tend\tof |  |  |  |  |  |  |  |
| year | $646,491 | $361,207 | $406,216 | $212,122 | $88,688 | $237,502 | $128,007 |
| Funded\tstatus | ($304,104) | ($70,663) | ($190,514) | ($74,057) | ($39,789) | ($55,049) | ($85,091) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \tbalance\tsheet\t(funded\tstatus) |  |  |  |  |  |  |  |
| Non-current\tliabilities | ($304,104) | ($70,663) | ($190,514) | ($74,057) | ($39,789) | ($55,049) | ($85,091) |
| Amounts\trecognized\tas |  |  |  |  |  |  |  |
| \tregulatory\tasset |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $682 | $88 | $571 | $191 | $45 | $86 | $35 |
| Net\tloss | 427,122 | 141,052 | 289,726 | 119,333 | 71,035 | 111,940 | 117,419 |
|  | $427,804 | $141,140 | $290,297 | $119,524 | $71,080 | $112,026 | $117,454 |
| Amounts\trecognized\tas\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $- | $19 | $- | $- | $- | $- | $- |
| Net\tloss | - | 30,963 | - | - | - | - | - |
|  | $- | $30,982 | $- | $- | $- | $- | $- |

# Other	Postretirement	Benefits

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

Effective	January	1,	1993,	Entergy	adopted	an	accounting	standard	requiring	a	change	from	a	cash	method	to	an	accrual	method	of	accounting	for	postretirement	benefits	other	than	pensions.		At January	1,	1993,	the	actuarially	determined	accumulated	postretirement	benefit	obligation	(APBO)	earned	by	retirees	and	active	employees	was	estimated	to	be	approximately	$241.4	million	for	Entergy (other	than	the	former	Entergy	Gulf	States)	and	$128	million	for	the	former	Entergy	Gulf	States	(now	split	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas).		Such	obligations	are	being	amortized over	a	20-year	period	that	began	in	1993.		For	the	most	part,	the	Registrant	Subsidiaries	recover	accrued	other	postretirement	benefit	costs	from	customers	and	are	required	to	contribute	the	other postretirement	benefits	collected	in	rates	to	an	external	trust.

Entergy	Arkansas,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas	have	received	regulatory	approval	to	recover	accrued	other	postretirement	benefit	costs	through	rates.		Entergy Arkansas	began	recovery	in	1998,	pursuant	to	an	APSC	order.		This	order	also	allowed	Entergy	Arkansas	to	amortize	a	regulatory	asset	(representing	the	difference	between	other	postretirement	benefit costs	and	cash	expenditures	for	other	postretirement	benefits	incurred	from	1993	through	1997)	over	a	15-year	period	that	began	in	January	1998.

The	 LPSC	 ordered	 Entergy	 Gulf	 States	 Louisiana	 and	 Entergy	 Louisiana	 to	 continue	 the	 use	 of	 the	 pay-as-you-go	 method	 for	 ratemaking	 purposes	 for	 postretirement	 benefits	 other than pensions.		However,	the	LPSC	retains	the	flexibility	to	examine	individual	companies'	accounting	for	other	postretirement	benefits	to	determine	if	special	exceptions	to	this	order	are	warranted.

Pursuant	to	regulatory	directives,	Entergy	Arkansas,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	contribute	the	other	postretirement	benefit	costs	collected	in	rates	into external	trusts.		System	Energy	is	funding,	on	behalf	of	Entergy	Operations,	other	postretirement	benefits	associated	with	Grand	Gulf.

Trust	assets	contributed	by	participating	Registrant	Subsidiaries	are	in	three	bank-administered	trusts,	established	by	Entergy	Corporation	and	maintained	by	a	trustee.		Each	participating	Registrant Subsidiary	holds	a	beneficial	interest	in	the	trusts'	assets.		The	assets	in	the	master	trusts	are	commingled	for	investment	and	administrative	purposes.		Although	assets	are	commingled,	the	trustee maintains	supporting	records	for	the	purpose	of	allocating	the	beneficial	interest	in	net	earnings/(losses)	and	the	administrative	expenses	of	the	investment	accounts	to	the	various	participating	plans	and participating	 Registrant	 Subsidiaries.	 Beneficial	 interest	 in	 an	 investment	 account's	 net	 income/(loss)	 is	 comprised	 of	 interest	 and	 dividends,	 realized	 and	 unrealized	 gains	 and	 losses,	 and expenses.		Beneficial	interest	from	these	investments	is	allocated	monthly	to	the	plans	and	participating	Registrant	Subsidiary	based	on	their	portion	of	net	assets	in	the	pooled	accounts.

# Components	of	Net	Other	Postretirement	Benefit	Cost	and	Other	Amounts	Recognized	as	a	Regulatory	Asset	and/or	AOCI

Entergy	Corporation's	and	its	subsidiaries'	total	2011,	2010,	and	2009	other	postretirement	benefit	costs,	including	amounts	capitalized	and	amounts	recognized	as	a	regulatory	asset	and/or other	comprehensive	income,	included	the	following	components:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Other\tpost\tretirement\tcosts: |  |  |  |
| Service\tcost\t-\tbenefits\tearned\tduring\tthe\tperiod | $59,340 | $52,313 | $46,765 |
| Interest\tcost\ton\tAPBO | 74,522 | 76,078 | 75,265 |
| Expected\treturn\ton\tassets | (29,477) | (26,213) | (23,484) |
| Amortization\tof\ttransition\tobligation | 3,183 | 3,728 | 3,732 |
| Amortization\tof\tprior\tservice\tcredit | (14,070) | (12,060) | (16,096) |
| Recognized\tnet\tloss | 21,192 | 17,270 | 18,970 |
| Net\tother\tpostretirement\tbenefit\tcost | $114,690 | $111,116 | $105,152 |
| Other\tchanges\tin\tplan\tassets\tand\tbenefit |  |  |  |
| \tobligations\trecognized\tas\ta\tregulatory\tasset |  |  |  |
| \tand\t/or\tAOCI\t(before\ttax) |  |  |  |
| Arising\tthis\tperiod: |  |  |  |
| Prior\tservice\tcredit\tfor\tperiod | ($29,507) | ($50,548) | $- |
| Net\tloss | 236,594 | 82,189 | 24,983 |
| Amounts\treclassified\tfrom\tregulatory\tasset\tand |  |  |  |
| /or\tAOCI\tto\tnet\tperiodic\tbenefit\tcost\tin\tthe |  |  |  |
| current\tyear: |  |  |  |
| \t\t\t\tAmortization\tof\ttransition\tobligation | (3,183) | (3,728) | (3,732) |
| \t\t\t\tAmortization\tof\tprior\tservice\tcredit | 14,070 | 12,060 | 16,096 |
| Amortization\tof\tnet\tloss | (21,192) | (17,270) | (18,970) |
| Total | $196,782 | $22,703 | $18,377 |
| Total\trecognized\tas\tnet\tperiodic\tbenefit\tcost,\n\tregulatory\tasset,\tand/or\tAOCI\t(before\ttax) | $311,472 | $133,819 | $123,529 |
| Estimated\tamortization\tamounts\tfrom |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI\tto\tnet\tperiodic |  |  |  |
| \tbenefit\tcost\t\tin\tthe\tfollowing\tyear |  |  |  |
| Transition\tobligation | $3,177 | $3,183 | $3,728 |
| Prior\tservice\tcredit | ($18,163) | ($14,070) | ($12,060) |
| Net\tloss | $43,127 | $21,192 | $17,270 |

Total	2011,	2010,	and	2009	other	postretirement	benefit	costs	of	the	Registrant	Subsidiaries,	including	amounts	capitalized	and	deferred,	included	the	following	components:

| 2011 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $8,053 | $6,158 | $6,540 | $2,632 | $1,448 | $3,074 | $2,642 |
| Interest\tcost\ton\tAPBO | 13,742 | 8,298 | 8,767 | 4,370 | 3,225 | 5,945 | 2,666 |
| Expected\treturn\ton\tassets | (11,528) | - | - | (3,906) | (3,200) | (7,496) | (2,115) |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\tobligation | 821 | 239 | 383 | 352 | 1,190 | 187 | 9 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost/(credit) | (530) | (824) | (247) | (139) | 38 | (428) | (589) |
| Recognized\tnet\tloss | 6,436 | 2,896 | 2,793 | 2,160 | 968 | 2,803 | 1,477 |
| Net\tother\tpostretirement\tbenefit\n\t\tcost | $16,994 | $16,767 | $18,236 | $5,469 | $3,669 | $4,085 | $4,090 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before\ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Net\tloss | 32,241 | 28,721 | 24,837 | 12,598 | 8,946 | 23,125 | 8,499 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| regulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| to\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| the\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\t\t\t\t\tobligation | (821) | (239) | (383) | (352) | (1,190) | (187) | (9) |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost/(credit) | 530 | 824 | 247 | 139 | (38) | 428 | 589 |
| Amortization\tof\tnet\tloss | (6,436) | (2,896) | (2,793) | (2,160) | (968) | (2,803) | (1,477) |
| Total | $25,514 | $26,410 | $21,908 | $10,225 | $6,750 | $20,563 | $7,602 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tother\tpostretirement |  |  |  |  |  |  |  |
| cost,\tregulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| AOCI\t(before\ttax) | $42,508 | $43,177 | $40,144 | $15,694 | $10,419 | $24,648 | $11,692 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| and/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| cost\t\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| Transition\tobligation | $820 | $238 | $382 | $351 | $1,189 | $187 | $8 |
| Prior\tservice\tcost/(credit) | ($530) | ($824) | ($247) | ($139) | $38 | ($428) | ($63) |
| Net\tloss | $8,365 | $4,778 | $4,398 | $2,926 | $1,562 | $4,329 | $1,994 |

| 2010 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $7,372 | $5,481 | $5,483 | $2,200 | $1,389 | $2,789 | $2,251 |
| Interest\tcost\ton\tAPBO | 14,515 | 8,574 | 9,075 | 4,370 | 3,598 | 6,326 | 2,562 |
| Expected\treturn\ton\tassets | (9,780) | - | - | (3,551) | (2,899) | (6,872) | (1,870) |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\tobligation | 821 | 238 | 382 | 351 | 1,661 | 265 | 8 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost/(credit) | (786) | (306) | 467 | (246) | 361 | 76 | (763) |
| Recognized\tnet\tloss | 6,758 | 2,653 | 2,440 | 1,903 | 1,095 | 3,008 | 1,301 |
| Net\tother\tpostretirement\tbenefit\n\t\tcost | $18,900 | $16,640 | $17,847 | $5,027 | $5,205 | $5,592 | $3,489 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before\ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Prior\tservice\tcredit\tfor\tperiod | ($5,023) | ($3,109) | ($3,204) | ($1,529) | ($1,587) | ($2,871) | ($519) |
| Net\t(gain)/loss | 4,032 | 6,583 | 7,734 | 5,765 | (478) | 922 | 4,067 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| regulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| to\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| the\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\t\t\t\t\tobligation | (821) | (238) | (382) | (351) | (1,661) | (265) | (8) |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost/(credit) | 786 | 306 | (467) | 246 | (361) | (76) | 763 |
| Amortization\tof\tnet\tloss | (6,758) | (2,653) | (2,440) | (1,903) | (1,095) | (3,008) | (1,301) |
| Total | ($7,784) | $889 | $1,241 | $2,228 | ($5,182) | ($5,298) | $3,002 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tother\tpostretirement |  |  |  |  |  |  |  |
| cost,\tregulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| AOCI\t(before\ttax) | $11,116 | $17,529 | $19,088 | $7,255 | $23 | $294 | $6,491 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| and/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| cost\t\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| Transition\tobligation | $821 | $239 | $383 | $352 | $1,190 | $187 | $9 |
| Prior\tservice\tcost/(credit) | ($530) | ($824) | ($247) | ($139) | $38 | ($428) | ($589) |
| Net\tloss | $6,436 | $2,896 | $2,793 | $2,160 | $968 | $2,803 | $1,477 |

| 2009 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \t\tduring\tthe\tperiod | $7,058 | $4,783 | $4,589 | $2,119 | $1,242 | $2,475 | $2,051 |
| Interest\tcost\ton\tAPBO | 15,036 | 8,020 | 9,188 | 4,690 | 3,869 | 5,959 | 2,421 |
| Expected\treturn\ton\tassets | (8,570) | - | - | (3,027) | (2,734) | (6,222) | (1,655) |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\tobligation | 821 | 239 | 382 | 352 | 1,662 | 265 | 9 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\tcost/(credit) | (788) | (306) | 467 | (246) | 361 | 76 | (980) |
| Recognized\tnet\tloss | 8,347 | 1,975 | 2,215 | 2,629 | 1,522 | 3,194 | 1,277 |
| Net\tother\tpostretirement\tbenefit\n\t\tcost | $21,904 | $14,711 | $16,841 | $6,517 | $5,922 | $5,747 | $3,123 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| and\tbenefit\tobligations |  |  |  |  |  |  |  |
| recognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| asset\tand/or\tAOCI\t(before\ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Prior\tservice\tcredit\tfor\tperiod | $- | $- | $- | $- | $- | $- | $- |
| Net\t(gain)/loss | (9,364) | 14,746 | 6,080 | (5,919) | (3,474) | 2,349 | 2,166 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| regulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| to\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| the\tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\t\t\tAmortization\tof\ttransition |  |  |  |  |  |  |  |
| \t\t\t\t\t\tobligation | (821) | (239) | (382) | (352) | (1,662) | (265) | (9) |
| \t\t\t\tAmortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \t\t\t\t\t\tcost/(credit) | 788 | 306 | (467) | 246 | (361) | (76) | 980 |
| Amortization\tof\tnet\tloss | (8,347) | (1,975) | (2,215) | (2,629) | (1,522) | (3,194) | (1,277) |
| Total | ($17,744) | $12,838 | $3,016 | ($8,654) | ($7,019) | ($1,186) | $1,860 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| periodic\tother\tpostretirement |  |  |  |  |  |  |  |
| cost,\tregulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| AOCI\t(before\ttax) | $4,160 | $27,549 | $19,857 | ($2,137) | ($1,097) | $4,561 | $4,983 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| amounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| and/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| cost\t\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| Transition\t(asset)/obligation | $821 | $238 | $382 | $351 | $1,661 | $265 | $8 |
| Prior\tservice\tcost/(credit) | ($786) | ($306) | $467 | ($246) | $361 | $76 | ($763) |
| Net\tloss | $6,758 | $2,653 | $2,440 | $1,903 | $1,095 | $3,008 | $1,301 |

# Other	Postretirement	Benefit	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance	Sheet	of	Entergy	Corporation	and	its	Subsidiaries	as of	December	31,	2011	and	2010

| Balance	at	beginning	of	year | $1,386,370 | $1,280,076 |
| :--- | :--- | :--- |
| Service\tcost | 59,340 | 52,313 |
| Interest\tcost | 74,522 | 76,078 |
| Plan\tamendments | (29,507) | (50,548) |
| Plan\tparticipant\tcontributions | 14,650 | 14,275 |
| Actuarial\t(gain)/loss | 216,549 | 92,340 |
| Benefits\tpaid | (77,454) | (83,613) |
| Medicare\tPart\tD\tsubsidy\treceived | 4,551 | 5,449 |
| Early\tRetiree\tReinsurance\tProgram\tproceeds | 3,348 | - |
| Balance\tat\tend\tof\tyear | $1,652,369 | $1,386,370 |
| Change\tin\tPlan\tAssets |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof\tyear | $404,430 | $362,399 |
| Actual\treturn\ton\tplan\tassets | 9,432 | 36,364 |
| Employer\tcontributions | 76,114 | 75,005 |
| Plan\tparticipant\tcontributions | 14,650 | 14,275 |
| Benefits\tpaid | (77,454) | (83,613) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $427,172 | $404,430 |
| Funded\tstatus | ($1,225,197) | ($981,940) |
| Amounts\trecognized\tin\tthe\tbalance\tsheet |  |  |
| Current\tliabilities | ($32,832) | ($30,225) |
| Non-current\tliabilities | (1,192,365) | (951,715) |
| Total\tfunded\tstatus | ($1,225,197) | ($981,940) |
| Amounts\trecognized\tas\ta\tregulatory\tasset\t(before\ttax) |  |  |
| Transition\tobligation | $2,557 | $5,118 |
| Prior\tservice\tcost/(credit) | (6,628) | (8,442) |
| Net\tloss | 353,905 | 253,415 |
|  | $349,834 | $250,091 |
| Amounts\trecognized\tas\tAOCI\t(before\ttax) |  |  |
| Transition\tobligation | $620 | $1,242 |
| Prior\tservice\tcredit | (66,176) | (48,925) |
| Net\tloss | 313,379 | 198,466 |
|  | $247,823 | $150,783 |

# Other	Postretirement	Benefit	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance	Sheets	of	the	Registrant	Subsidiaries	as	of	December 31,	2011	and	2010

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2011 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tAPBO |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $256,859 | $154,466 | $163,720 | $81,464 | $60,735 | $111,106 | $49,501 |
| Service\tcost | 8,053 | 6,158 | 6,540 | 2,632 | 1,448 | 3,074 | 2,642 |
| Interest\tcost | 13,742 | 8,298 | 8,767 | 4,370 | 3,225 | 5,945 | 2,666 |
| Plan\tparticipant\tcontributions | 3,680 | 1,525 | 2,218 | 994 | 615 | 1,222 | 687 |
| Actuarial\t(gain)/loss | 23,394 | 28,721 | 24,837 | 9,695 | 7,974 | 17,994 | 7,144 |
| Benefits\tpaid | (16,850) | (8,359) | (10,883) | (4,986) | (5,074) | (6,326) | (2,513) |
| Medicare\tPart\tD\tsubsidy\treceived | 1,025 | 585 | 683 | 336 | 358 | 489 | 116 |
| Early\tRetiree\tReinsurance\tProgram |  |  |  |  |  |  |  |
| \t\tproceeds | 710 | 483 | 470 | 65 | 35 | 98 | 283 |
| Balance\tat\tend\tof\tyear | $290,613 | $191,877 | $196,352 | $94,570 | $69,316 | $133,602 | $60,526 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| \t\tof\tyear | $148,622 | $\t- | $\t- | $52,064 | $52,005 | $103,214 | $29,347 |
| Actual\treturn\ton\tplan\tassets | 2,681 | - | - | 1,003 | 2,228 | 2,365 | 760 |
| Employer\tcontributions | 26,713 | 6,834 | 8,665 | 5,377 | 3,644 | 4,706 | 3,731 |
| Plan\tparticipant\tcontributions | 3,680 | 1,525 | 2,218 | 994 | 615 | 1,222 | 687 |
| Benefits\tpaid | (16,850) | (8,359) | (10,883) | (4,986) | (5,074) | (6,326) | (2,513) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $164,846 | $\t- | $\t- | $54,452 | $53,418 | $105,181 | $32,012 |
| Funded\tstatus | ($125,767) | ($191,877) | ($196,352) | ($40,118) | ($15,898) | ($28,421) | ($28,514) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \t\tbalance\tsheet |  |  |  |  |  |  |  |
| Current\tliabilities | $\t- | ($7,651) | ($9,143) | $\t- | $\t- | $\t- | $\t- |
| Non-current\tliabilities | (125,767) | (184,226) | (187,209) | (40,118) | (15,898) | (28,421) | (28,514) |
| Total\tfunded\tstatus | ($125,767) | ($191,877) | ($196,352) | ($40,118) | ($15,898) | ($28,421) | ($28,514) |
| Amounts\trecognized\tin |  |  |  |  |  |  |  |
| \t\tregulatory\tasset\t(before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $820 | $- | $- | $351 | $1,189 | $187 | $8 |
| Prior\tservice\tcost | (2,676) | - | - | (705) | 152 | (2,137) | (309) |
| Net\tloss | 128,723 | - | - | 44,504 | 25,801 | 65,206 | 29,700 |
|  | $126,867 | $- | $- | $44,150 | $27,142 | $63,256 | $29,399 |
| Amounts\trecognized\tin\tAOCI |  |  |  |  |  |  |  |
| (before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $- | $238 | $382 | $- | $- | $- | $- |
| Prior\tservice\tcost | - | (3,511) | (1,342) | - | - | - | - |
| Net\tloss | - | 76,032 | 71,939 | - | - | - | - |
|  | $- | $72,759 | $70,979 | $- | $- | $- | $- |

| 2010 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tAPBO |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $245,466 | $144,438 | $153,319 | $73,701 | $61,311 | $106,958 | $42,999 |
| Service\tcost | 7,372 | 5,481 | 5,483 | 2,200 | 1,389 | 2,789 | 2,251 |
| Interest\tcost | 14,515 | 8,574 | 9,075 | 4,370 | 3,598 | 6,326 | 2,562 |
| Plan\tamendment | (5,023) | (3,109) | (3,204) | (1,529) | (1,587) | (2,871) | (519) |
| Plan\tparticipant\tcontributions | 3,440 | 1,584 | 2,241 | 969 | 668 | 1,297 | 548 |
| Actuarial\t(gain)/loss | 8,071 | 6,583 | 7,734 | 7,046 | 655 | 3,449 | 4,749 |
| Benefits\tpaid | (18,217) | (9,800) | (11,742) | (5,713) | (5,737) | (7,467) | (3,229) |
| Medicare\tPart\tD\tsubsidy\treceived | 1,235 | 715 | 814 | 420 | 438 | 625 | 140 |
| Balance\tat\tend\tof\tyear | $256,859 | $154,466 | $163,720 | $81,464 | $60,735 | $111,106 | $49,501 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| \t\tof\tyear | $129,676 | $\t- | $\t- | $46,756 | $47,410 | $93,279 | $25,878 |
| Actual\treturn\ton\tplan\tassets | 13,819 | - | - | 4,832 | 4,032 | 9,399 | 2,552 |
| Employer\tcontributions | 19,904 | 8,216 | 9,501 | 5,220 | 5,632 | 6,706 | 3,598 |
| Plan\tparticipant\tcontributions | 3,440 | 1,584 | 2,241 | 969 | 668 | 1,297 | 548 |
| Benefits\tpaid | (18,217) | (9,800) | (11,742) | (5,713) | (5,737) | (7,467) | (3,229) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $148,622 | $\t- | $\t- | $52,064 | $52,005 | $103,214 | $29,347 |
| Funded\tstatus | ($108,237) | ($154,466) | ($163,720) | ($29,400) | ($8,730) | ($7,892) | ($20,154) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \t\tbalance\tsheet |  |  |  |  |  |  |  |
| Current\tliabilities | $\t- | ($7,159) | ($8,614) | $\t- | $\t- | $\t- | $\t- |
| Non-current\tliabilities | (108,237) | (147,307) | (155,106) | (29,400) | (8,730) | (7,892) | (20,154) |
| Total\tfunded\tstatus | ($108,237) | ($154,466) | ($163,720) | ($29,400) | ($8,730) | ($7,892) | ($20,154) |
| Amounts\trecognized\tin |  |  |  |  |  |  |  |
| \t\tregulatory\tasset\t(before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $1,641 | $- | $- | $703 | $2,379 | $374 | $17 |
| Prior\tservice\tcost | (3,206) | - | - | (844) | 190 | (2,565) | (898) |
| Net\tloss | 102,918 | - | - | 34,066 | 17,823 | 44,884 | 22,678 |
|  | $101,353 | $- | $- | $33,925 | $20,392 | $42,693 | $21,797 |
| Amounts\trecognized\tin\tAOCI |  |  |  |  |  |  |  |
| (before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $- | $477 | $765 | $- | $- | $- | $- |
| Prior\tservice\tcost | - | (4,335) | (1,589) | - | - | - | - |
| Net\tloss | - | 50,207 | 49,895 | - | - | - | - |
|  | $- | $46,349 | $49,071 | $- | $- | $- | $- |

# Non-Qualified	Pension	Plans

Entergy	also	sponsors	non-qualified,	non-contributory	defined	benefit	pension	plans	that	provide	benefits	to	certain	key	employees.		Entergy	recognized	net	periodic	pension	cost	related	to	these plans	of	$24	million	in	2011,	$27.2	million	in	2010,	and	$23.6	million	in	2009.		In	2011,	2010	and	2009	Entergy	recognized	$4.6	million,	$9.3	million	and	$6.7	million,	respectively	in	settlement charges	related	to	the	payment	of	lump	sum	benefits	out	of	the	plan	that	is	included	in	the	non-qualified	pension	plan	cost	above.		The	projected	benefit	obligation	was	$164.4	million	and	$148.3	million as	of	December	31,	2011	and	2010,	respectively.		The	accumulated	benefit	obligation	was	$146.5	million	and	$131.6	million	as	of	December	31,	2011	and	2010,	respectively.

Entergy's	non-qualified,	non-current	pension	liability	at	December	31,	2011	and	2010	was	$153.2	million	and	$138.7	million,	respectively;	and	its	current	liability	was	$11.2	million	and	$9.6 million,	respectively.		The	unamortized	transition	asset,	prior	service	cost	and	net	loss	are	recognized	in	regulatory	assets	($58.9	million	at	December	31,	2011	and	$53.5	million	at	December	31,	2010) and	accumulated	other	comprehensive	income	before	taxes	($27.2	million	at	December	31,	2011	and	$24.3	million	at	December	31,	2010).

The	Registrant	Subsidiaries	(except	System	Energy)	participate	in	Entergy's	non-qualified,	non-contributory	defined	benefit	pension	plans	that	provide	benefits	to	certain	key	employees.		The net	periodic	pension	cost	for	the	non-qualified	plans	for	2011,	2010,	and	2009,	was	as	follows:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |
| 2011 | $498 | $167 | $14 | $190 | $65 | $763 |
| 2010 | $501 | $162 | $102 | $206 | $26 | $683 |
| 2009 | $395 | $1,245 | $30 | $174 | $84 | $743 |

Included	in	the	2011	net	periodic	pension	cost	above	are	settlement	charges	of	$41	thousand	for	Entergy	Arkansas	related	to	the	lump	sum	benefits	paid	out	of	the	plan.		Included	in	the	2010	net periodic	pension	cost	above	are	settlement	charges	of	$86	thousand	for	Entergy	Arkansas,	$80	thousand	for	Entergy	Louisiana,	and	$5	thousand	for	Entergy	Texas	related	to	the	lump	sum	benefits	paid out	of	the	plan.		Included	in	Entergy	Gulf	States	Louisiana's	2009	cost	above	is	a	$947	thousand	settlement	charge	related	to	the	payment	of	lump	sum	benefits	out	of	the	plan.

The	projected	benefit	obligation	for	the	non-qualified	plans	as	of	December	31,	2011	and	2010	was	as	follows:

The	following	amounts	were	recorded	on	the	balance	sheet	as	of	December	31,	2011	and	2010:

# Accounting	for	Pension	and	Other	Postretirement	Benefits

Accounting	standards	require	an	employer	to	recognize	in	its	balance	sheet	the	funded	status	of	its	benefit	plans.		This	is	measured	as	the	difference	between	plan	assets	at	fair	value	and	the	benefit obligation.		Entergy	uses	a	December	31	measurement	date	for	its	pension	and	other	postretirement	plans.		Employers	are	to	record	previously	unrecognized	gains	and	losses,	prior	service	costs,	and	any remaining	transition	asset	or	obligation	(that	resulted	from	adopting	prior	pension	and	other	postretirement	benefits	accounting	standards)	as	comprehensive	income	and/or	as	a	regulatory	asset	reflective of	the	recovery	mechanism	for	pension	and	other	postretirement	benefit	costs	in	the	Utility's	jurisdictions.		For	the	portion	of	Entergy	Gulf	States	Louisiana	that	is	not	regulated,	the	unrecognized	prior service	cost,	gains	and	losses,	and	transition	asset/obligation	for	its	pension	and	other	postretirement	benefit	obligations	are	recorded	as	other	comprehensive	income.		Entergy	Gulf	States	Louisiana	and Entergy	Louisiana	recover	other	postretirement	benefit	costs	on	a	pay	as	you	go	basis	and	record	the	unrecognized	prior	service	cost,	gains	and	losses,	and	transition	obligation	for	its	other	postretirement benefit	obligation	as	other	comprehensive	income.		Accounting	standards	also	requires	that	changes	in	the	funded	status	be	recorded	as	other	comprehensive	income	and/or	a	regulatory	asset	in	the	period in	which	the	changes	occur.

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

# Qualified	Pension	and	Other	Postretirement	Plans'	Assets

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

The	Plan	Administrator	approved	a	new	asset	allocation	and	implementation	of	an	optimization	study	in	2011	for	the	pension	assets.		The	optimization	study	recommended	that	the	target	asset allocation	adjust	dynamically	based	on	the	funded	status	of	the	plan.		The	study	identifies	updated	asset	allocation	targets	to	maximize	return	on	the	assets	within	a	prudent	level	of	risk,	as	mentioned above,	and	to	maintain	a	level	of	volatility	that	is	not	expected	to	have	material	impact	on	Entergy's	expected	contribution	and	expense.		Entergy	has	begun	to	adjust	its	asset	allocation,	and	those adjustments	are	reflected	in	the	target	and	actual	asset	allocations	listed	below.

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

In	the	optimization	studies,	the	Plan	Administrator	formulates	assumptions	about	characteristics,	such	as	expected	asset	class	investment	returns,	volatility	(risk),	and	correlation	coefficients	among	the various	asset	classes.		The	future	market	assumptions	used	in	the	optimization	study	are	determined	by	examining	historical	market	characteristics	of	the	various	asset	classes,	and	making	adjustments	to reflect	future	conditions	expected	to	prevail	over	the	study	period.		The	following	targets	and	ranges	were	established	to	produce	an	acceptable,	economically	efficient	plan	to	manage	around	the targets.		The	target	asset	allocation	range	below	for	pension	shows	the	ranges	within	which	the	allocation	may	adjust	based	on	funded	status,	with	the	expectation	that	the	allocation	to	fixed	income securities	will	increase	as	the	pension	funded	status	increases.

Entergy's	qualified	pension	and	postretirement	weighted-average	asset	allocations	by	asset	category	at	December	31,	2011	and	2010	and	the	target	asset	allocation	and	ranges	for	those	time	periods	are	as follows:

| Asset	Allocation | Non-Taxable | Non-Taxable | Non-Taxable | Taxable | Taxable | Taxable | Taxable |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Target\nRange | 2011 | 2010 | Target | Range | 2011 | 2010 |
| Domestic\tEquity\tSecurities | 38%\n33%\tto\t43% | 39% | 39% | 35% | 30%\tto\t40% | 35% | 39% |
| International\tEquity\tSecurities | 17%\n12%\tto\t22% | 15% | 18% | 0% | 0% | 0% | 0% |
| Fixed\tIncome\tSecurities | 45%\n40%\tto\t50% | 46% | 43% | 65% | 60%\tto\t70% | 64% | 60% |
| Other | 0%\n0%\tto\t5% | 0% | 0% | 0% | 0%\tto\t5% | 1% | 1% |

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

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

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

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

# Concentrations	of	Credit	Risk

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

# Fair	Value	Measurements

Accounting	standards	provide	the	framework	for	measuring	fair	value.	That	framework	provides	a	fair	value	hierarchy	that	prioritizes	the	inputs	to	valuation	techniques	used	to	measure	fair	value.		The hierarchy	gives	the	highest	priority	to	unadjusted	quoted	prices	in	active	markets	for	identical	assets	or	liabilities	(level	1	measurements)	and	the	lowest	priority	to	unobservable	inputs	(level	3 measurements).

The	three	levels	of	the	fair	value	hierarchy	are	described	below:

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

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

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

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

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

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

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

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

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

# Qualified	Pension	Trust

| 2011 | Level	1 |  | Level	2 |  | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |
| Equity\tsecurities: |  |  |  |  |  |  |
| Corporate\tstocks: |  |  |  |  |  |  |
| Preferred | $3,738 | (b) | $8,014 | (a) | $- | $11,752 |
| Common | 1,010,491 | (b) | - |  | - | 1,010,491 |
| Common\tcollective\ttrusts | - |  | 1,074,178 | (c) | - | 1,074,178 |
| Fixed\tincome\tsecurities: |  |  |  |  |  |  |
| U.S.\tGovernment\tsecurities | 142,509 | (b) | 157,737 | (a) | - | 300,246 |
| Corporate\tdebt\tinstruments: | - |  | 380,558 | (a) | - | 380,558 |
| Registered\tinvestment\ncompanies | 53,323 | (d) | 444,275 | (e) | - | 497,598 |
| Other | - |  | 101,674 | (f) | - | 101,674 |
| Other: |  |  |  |  |  |  |
| Insurance\tcompany\tgeneral |  |  |  |  |  |  |
| account\t(unallocated |  |  |  |  |  |  |
| contracts) | - |  | 34,696 | (g) | - | 34,696 |
| Total\tinvestments | $1,210,061 |  | $2,201,132 |  | $- | $3,411,193 |
| Cash |  |  |  |  |  | 75 |
| Other\tpending\ttransactions |  |  |  |  |  | (9,238) |
| Less:\tOther\tpostretirement |  |  |  |  |  |  |
| assets\tincluded\tin\ttotal |  |  |  |  |  |  |
| investments |  |  |  |  |  | (2,114) |
| Total\tfair\tvalue\tof\tqualified\npension\tassets |  |  |  |  |  | $3,399,916 |

| 2010 | Level	1 |  | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Equity\tsecurities: |  |  |  |  |  |
| Corporate\tstocks: |  |  |  |  |  |
| \t\tPreferred | $- |  | $8,354\n(a) | $- | $8,354 |
| \t\tCommon | 1,375,531 | (b) | - | - | 1,375,531 |
| Common\tcollective\ttrusts | - |  | 657,075\n(c) | - | 657,075 |
| Fixed\tincome\tsecurities: |  |  |  |  |  |
| Interest-bearing\tcash | 103,731 | (d) | - | - | 103,731 |
| U.S.\tGovernment\tsecurities | 75,124 | (b) | 187,957\n(a) | - | 263,081 |
| \t\t\t\tCorporate\tdebt\tinstruments: | - |  | 298,760\n(a) | - | 298,760 |
| Registered\tinvestment |  |  | (e) | - | 385,020 |
| \t\t\tcompanies | - |  | 385,020 |  |  |
| Other |  |  | 108,305\n(f) |  | 108,305 |
| Other: |  |  |  |  |  |
| Insurance\tcompany\tgeneral |  |  |  |  |  |
| \t\taccount\t(unallocated |  |  |  |  |  |
| \t\tcontracts) | - |  | 33,439\n(g) | - | 33,439 |
| Total\tinvestments | $1,554,386 |  | $1,678,910 | $- | $3,233,296 |
| Cash |  |  |  |  | 321 |
| Other\tpending\ttransactions |  |  |  |  | (14,954) |
| Less:\tOther\tpostretirement |  |  |  |  |  |
| assets\tincluded\tin\ttotal |  |  |  |  |  |
| investments |  |  |  |  | (2,395) |
| Total\tfair\tvalue\tof\tqualified\npension\tassets |  |  |  |  | $3,216,268 |
| Other\tPostretirement\tTrusts |  |  |  |  |  |
| 2011 | Level\t1 |  | Level\t2 | Level\t3 | Total |
|  |  |  | (In\tThousands) |  |  |
| Equity\tsecurities: |  |  |  |  |  |
| Common\tcollective\ttrust | $- |  | $208,812\n(c) | $- | $208,812 |
| Fixed\tincome\tsecurities: |  |  |  |  |  |
| U.S.\tGovernment\tsecurities | 42,577 | (b) | 57,151\n(a) | - | 99,728 |
| \t\t\t\tCorporate\tdebt\tinstruments | - |  | 42,807\n(a) | - | 42,807 |
| Registered\tinvestment |  |  |  |  |  |
| \t\tcompanies | 4,659 | (d) | - | - | 4,659 |
| Other | - |  | 69,287\n(f) | - | 69,287 |
| Total\tinvestments | $47,236 |  | $378,057 | $- | $425,293 |
| Other\tpending\ttransactions |  |  |  |  | (235) |
| Plus:\t\tOther\tpostretirement |  |  |  |  |  |
| \t\tassets\tincluded\tin\tthe |  |  |  |  |  |
| \t\tinvestments\tof\tthe\tqualified |  |  |  |  |  |
| \t\tpension\ttrust |  |  |  |  | 2,114 |
| Total\tfair\tvalue\tof\tother\npostretirement\tassets |  |  |  |  | $427,172 |

| 2010 | Level	1 |  | Level	2 |  | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |
| Equity\tsecurities: |  |  |  |  |  |  |
| Common\tcollective\ttrust | $- |  | $211,835 | (c) | $- | $211,835 |
| Fixed\tincome\tsecurities: |  |  |  |  |  |  |
| Interest-bearing\tcash | 4,014 | (d) | - |  | - | 4,014 |
| U.S.\tGovernment\tsecurities | 37,823 | (b) | 52,326 | (a) | - | 90,149 |
| \t\t\t\tCorporate\tdebt\tinstruments | - |  | 37,128 | (a) | - | 37,128 |
| Other | - |  | 58,716 | (f) | - | 58,716 |
| Total\tinvestments | $41,837 |  | $360,005 |  | $- | $401,842 |
| Other\tpending\ttransactions |  |  |  |  |  | 193 |
| Plus:\t\tOther\tpostretirement |  |  |  |  |  |  |
| assets\tincluded\tin\tthe |  |  |  |  |  |  |
| investments\tof\tthe\tqualified |  |  |  |  |  |  |
| pension\ttrust |  |  |  |  |  | 2,395 |
| Total\tfair\tvalue\tof\tother |  |  |  |  |  |  |
| postretirement\tassets |  |  |  |  |  | $404,430 |

(a) Certain	preferred	stocks	and	fixed	income	debt	securities	(corporate,	government,	and	securitized)	are	stated	at	fair	value	as	determined	by	broker	quotes.

(b) Common	stocks,	treasury	notes	and	bonds,	and	certain	preferred	stocks	and	fixed	income	debt	securities	are	stated	at	fair	value	determined	by	quoted	market	prices.

(c) The	common	collective	trusts	hold	investments	in	accordance	with	stated	objectives.		The	investment	strategy	of	the	trusts	is	to	capture	the	growth	potential	of	equity	markets	by	replicating the	performance	of	a	specified	index.		Net	asset	value	per	share	of	the	common	collective	trusts	estimate	fair	value.

(d) The	registered	investment	company	is	a	money	market	mutual	fund	with	a	stable	net	asset	value	of	one	dollar	per	share.

(e) The	registered	investment	company	holds	investments	in	domestic	and	international	bond	markets	and	estimates	fair	value	using	net	asset	value	per	share.

(f) The	other	remaining	assets	are	U.S.	municipal	and	foreign	government	bonds	stated	at	fair	value	as	determined	by	broker	quotes

(g) The	unallocated	insurance	contract	investments	are	recorded	at	contract	value,	which	approximates	fair	value.		The	contract	value	represents	contributions	made	under	the	contract,	plus interest,	less	funds	used	to	pay	benefits	and	contract	expenses,	and	less	distributions	to	the	master	trust.

# Accumulated	Pension	Benefit	Obligation

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

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

| Entergy	Arkansas | $1,013,605 | $864,476 |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana | $459,037 | $388,292 |
| Entergy\tLouisiana | $632,759 | $537,329 |
| Entergy\tMississippi | $296,259 | $261,248 |
| Entergy\tNew\tOrleans | $136,390 | $115,223 |
| Entergy\tTexas | $308,628 | $268,350 |
| System\tEnergy | $227,617 | $185,904 |

# Estimated	Future	Benefit	Payments

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

|  |  |  | Other |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Postretirement | Estimated\tFuture |
|  | Qualified | Non-Qualified | (before | Medicare\tSubsidy |
|  | Pension | Pension | Medicare\tSubsidy) | Receipts |
|  |  | (In\tThousands) | (In\tThousands) |  |
| Year(s) |  |  |  |  |
| 2012 | $178,030 | $11,199 | $72,685 | $5,678 |
| 2013 | $189,881 | $18,159 | $76,731 | $6,374 |
| 2014 | $204,573 | $14,942 | $81,001 | $7,137 |
| 2015 | $220,295 | $15,502 | $85,780 | $7,935 |
| 2016 | $238,242 | $22,492 | $90,143 | $8,828 |
| 2017\t-\t2021 | $1,524,241 | $72,724 | $523,040 | $59,306 |

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

| Qualified	Pension |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Benefits\nPayments | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |  |
| 2012 | $49,373 | $17,845 | $29,047 | $14,367 | $5,569 | $15,596 | $7,280 |
| 2013 | $50,592 | $18,860 | $30,151 | $15,145 | $5,879 | $16,313 | $7,760 |
| 2014 | $52,263 | $20,136 | $31,471 | $16,160 | $6,208 | $17,007 | $8,439 |
| 2015 | $54,616 | $21,662 | $32,890 | $17,120 | $6,648 | $17,818 | $9,096 |
| 2016 | $57,215 | $23,372 | $34,430 | $18,093 | $7,141 | $18,702 | $9,949 |
| 2017\t-\t2021 | $338,476 | $148,495 | $203,838 | $105,637 | $45,010 | $108,504 | $67,858 |

| Estimated |  |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Future |  | Entergy |  |  |  |  |  |
| Medicare\tPart\tD\nSubsidy | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |  |
| 2012 | $1,374 | $637 | $810 | $509 | $472 | $624 | $108 |
| 2013 | $1,516 | $700 | $895 | $558 | $498 | $684 | $141 |
| 2014 | $1,686 | $778 | $975 | $608 | $519 | $741 | $172 |
| 2015 | $1,841 | $847 | $1,066 | $655 | $535 | $796 | $205 |
| 2016 | $2,017 | $930 | $1,155 | $710 | $552 | $848 | $246 |
| 2017\t-\t2021 | $13,058 | $6,049 | $7,304 | $4,428 | $2,955 | $4,970 | $1,927 |

# Contributions

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

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

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Pension\tContributions | $31,855 | $10,765 | $23,774 | $8,400 | $4,817 | $7,653 | $8,855 |
| Other\tPostretirement\nContributions | $26,675 | $8,288 | $9,953 | $5,469 | $3,669 | $5,153 | $4,090 |

# Actuarial	Assumptions

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

|  | 2011 | 2010 |
| :--- | :--- | :--- |
| Weighted-average\tdiscount\trate: |  |  |
| Qualified\tpension | 5.10%\t-\t5.20% | 5.60%\t-\t5.70% |
| Other\tpostretirement | 5.10% | 5.50% |
| Non-qualified\tpension | 4.40% | 4.90% |
| Weighted-average\trate\tof\tincrease\n\t\tin\tfuture\tcompensation\tlevels | 4.23% | 4.23% |

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

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
| Weighted-average\tdiscount\trate: |  |  |  |
| Qualified\tpension | 5.60%\t-\t5.70% | 6.10%\t-\t6.30% | 6.75% |
| Other\tpostretirement | 5.50% | 6.10% | 6.70% |
| Non-qualified\tpension | 4.90% | 5.40% | 6.75% |
| Weighted-average\trate\tof\tincrease\n\t\tin\tfuture\tcompensation\tlevels | 4.23% | 4.23% | 4.23% |
| Expected\tlong-term\trate\tof |  |  |  |
| \t\treturn\ton\tplan\tassets: |  |  |  |
| Pension\tassets | 8.50% | 8.50% | 8.50% |
| Other\tpostretirement\tnon-taxable\t\tassets | 7.75% | 7.75% | 8.50% |
| Other\tpostretirement\ttaxable\t\tassets | 5.50% | 5.50% | 6.00% |

Entergy's	other	postretirement	benefit	transition	obligations	are	being	amortized	over	20	years	ending	in	2012.

The	assumed	health	care	cost	trend	rate	used	in	measuring	Entergy's	December	31,	2011	APBO	was	7.75%	for	pre-65	retirees	and	7.5%	for	post-65	retirees	for	2012,	gradually	decreasing	each successive	year	until	it	reaches	4.75%	in	2022	and	beyond	for	both	pre-65	and	post-65	retirees.	The	assumed	health	care	cost	trend	rate	used	in	measuring	Entergy's	2011	Net	Other	Postretirement Benefit	Cost	was	8.5%	for	pre-65	retirees	and	8.0%	for	post-65	retirees	for	2011,	gradually	decreasing	each	successive	year	until	it	reaches	4.75%	in	2019	and	beyond	for	pre-65	retirees	and	4.75%	in 2018	and	beyond	for	post-65	retirees.		A	one	percentage	point	change	in	the	assumed	health	care	cost	trend	rate	for	2011	would	have	the	following	effects:

|  | 1	Percentage	Point	Increase | 1	Percentage	Point	Increase | 1	Percentage	Point	Decrease | 1	Percentage	Point	Decrease |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Impact\ton\tthe |  | Impact\ton\tthe |
|  |  | sum\tof\tservice |  | sum\tof\tservice |
| 2011 | Impact\ton\tthe\nAPBO | costs\tand\ninterest\tcost | Impact\ton\tthe\nAPBO | costs\tand\ninterest\tcost |
|  |  | Increase\t/(Decrease) | Increase\t/(Decrease) |  |
|  |  | (In\tThousands) | (In\tThousands) |  |
| Entergy\tCorporation\tand\tits\n\t\tsubsidiaries | $218,138 | $23,318 | ($183,492) | ($18,721) |

A	one	percentage	point	change	in	the	assumed	health	care	cost	trend	rate	for	2011	would	have	the	following	effects	for	the	Registrant	Subsidiaries:

|  | 1	Percentage	Point	Increase | 1	Percentage	Point	Increase | 1	Percentage	Point	Decrease | 1	Percentage	Point	Decrease |
| :--- | :--- | :--- | :--- | :--- |
| 2011 |  | Impact\ton\tthe |  | Impact\ton\tthe |
|  |  | sum\tof\tservice |  | sum\tof\tservice |
|  | Impact\ton\tthe | costs\tand | Impact\ton\tthe | costs\tand |
|  | APBO | interest\tcost | APBO | interest\tcost |
|  |  | Increase/(Decrease) | Increase/(Decrease) |  |
|  |  | (In\tThousands) | (In\tThousands) |  |
| Entergy\tArkansas | $34,824 | $3,427 | ($28,552) | ($2,723) |
| Entergy\tGulf\tStates\tLouisiana | $26,263 | $2,576 | ($21,412) | ($2,034) |
| Entergy\tLouisiana | $23,274 | $2,558 | ($20,827) | ($2,097) |
| Entergy\tMississippi | $11,603 | $1,113 | ($9,529) | ($884) |
| Entergy\tNew\tOrleans | $6,509 | $628 | ($6,229) | ($541) |
| Entergy\tTexas | $16,598 | $1,454 | ($13,689) | ($1,159) |
| System\tEnergy | $9,029 | $999 | ($7,294) | ($785) |

# Medicare	Prescription	Drug,	Improvement	and	Modernization	Act	of	2003

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

The	actuarially	estimated	effect	of	future	Medicare	subsidies	reduced	the	December	31,	2011	and	2010		Accumulated	Postretirement	Benefit	Obligation	by	$274	million		and	$267	million, respectively,	and	reduced	the	2011,	2010,	and	2009	other	postretirement	benefit	cost	by	$33.0	million,	$26.6	million,	and	$24.0	million,		respectively.		In	2011,	Entergy	received	$4.6	million	in	Medicare subsidies	for	prescription	drug	claims.

The	actuarially	estimated	effect	of	future	Medicare	subsidies	and	the	actual	subsidies	received	for	the	Registrant	Subsidiaries	was	as	follows:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Increase/(Decrease)\tIn\tThousands |  |  |  |
| Impact\ton\t12/31/2011\tAPBO | ($55,684) | ($27,834) | \t($31,693) | ($17,687) | ($10,500) | ($19,346) | ($11,036) |
| Impact\ton\t12/31/2010\tAPBO | ($55,459) | ($27,330) | \t($31,259) | ($17,998) | ($11,073) | ($19,830) | ($10,431) |
| Impact\ton\t2011\tother |  |  |  |  |  |  |  |
| \t\tpostretirement\tbenefit\tcost | ($6,309) | ($3,923) | ($3,889) | ($2,016) | ($1,170) | ($1,528) | ($1,403) |
| Impact\ton\t2010\tother |  |  |  |  |  |  |  |
| \t\tpostretirement\tbenefit\tcost | ($5,254) | ($3,401) | ($3,143) | ($1,649) | ($1,070) | ($1,109) | ($1,068) |
| Medicare\tsubsidies\treceived\n\t\tin\t2011 | $1,025 | $585 | $683 | $336 | $358 | $489 | $116 |

# Defined	Contribution	Plans

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

Entergy	also	sponsors	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	IV	(established	in	2002),	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	VI	(established	in	April 2007),	and	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	VII	(established	in	April	2007)	to	which	matching	contributions	are	also	made.		The	plans	are	defined	contribution	plans	that	cover eligible	employees,	as	defined	by	each	plan,	of	Entergy	and	its	subsidiaries.		Effective	June	3,	2010,	employees	participating	in	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	II	(Savings	Plan II)	were	transferred	into	the	System	Savings	Plan	when	Savings	Plan	II	merged	into	the	System	Savings	Plan.

Entergy's	subsidiaries'	contributions	to	defined	contribution	plans	collectively	were	$42.6	million	in	2011,	$41.8	million	in	2010,	and	$41.9	million	in	2009.		The	majority	of	the	contributions were	to	the	System	Savings	Plan.

The	Registrant	Subsidiaries'	2011,	2010,	and	2009	contributions	to	defined	contribution	plans	were	as	follows:

| Year | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |
| 2011 | $3,183 | $1,804 | $2,260 | $1,894 | $725 | $1,613 |
| 2010 | $3,177 | $1,792 | $2,289 | $1,886 | $683 | $1,626 |
| 2009 | $3,197 | $1,828 | $2,356 | $1,906 | $732 | $1,712 |

# NOTE	12.			STOCK-BASED	COMPENSATION	(Entergy	Corporation)

Entergy	grants	stock	options	and	long-term	incentive	and	restricted	liability	awards	to	key	employees	of	the	Entergy	subsidiaries	under	its	Equity	Ownership	Plans	which	are	shareholder-approved	stock- based	compensation	plans.		The	Equity	Ownership	Plan,	as	restated	in	February	2003	(2003	Plan),	had	722,251	authorized	shares	remaining	for	long-term	incentive	and	restricted	liability	awards	as	of December	31,	2011.		Effective	January	1,	2007,	Entergy's	shareholders	approved	the	2007	Equity	Ownership	and	Long-Term	Cash	Incentive	Plan	(2007	Plan).		The	maximum	aggregate	number	of common	shares	that	can	be	issued	from	the	2007	Plan	for	stock-based	awards	is	7,000,000	with	no	more	than	2,000,000	available	for	non-option	grants.		The	2007	Plan,	which	only	applies	to	awards made	on	or	after	January	1,	2007,	will	expire	after	10	years.		As	of	December	31,	2011,	there	were	1,052,035	authorized	shares	remaining	for	stock-based	awards,	all	of	which	are	available	for	non- option	grants.		Effective	May	6,	2011,	Entergy's	shareholders	approved	the	2011	Equity	Ownership	and	Long-Term	Cash	Incentive	Plan	(2011	Plan).		The	maximum	number	of	common	shares	that	can be	issued	from	the	2011	Plan	for	stock-based	awards	is	5,500,000	with	no	more	than	2,000,000	available	for	incentive	stock	option	grants.		The	2011	Plan,	which	only	applies	to	awards	made	on	or	after May	6,	2011,	will	expire	after	10	years.		As	of	December	31,	2011,	there	were	5,495,276	authorized	shares	remaining	for	stock-based	awards,	including	2,000,000	for	incentive	stock	option	grants.

# Stock	Options

Stock	options	are	granted	at	exercise	prices	that	equal	the	closing	market	price	of	Entergy	Corporation	common	stock	on	the	date	of	grant.		Generally,	stock	options	granted	will	become	exercisable	in equal	amounts	on	each	of	the	first	three	anniversaries	of	the	date	of	grant.		Unless	they	are	forfeited	previously	under	the	terms	of	the	grant,	options	expire	ten	years	after	the	date	of	the	grant	if	they	are not	exercised.

The	following	table	includes	financial	information	for	stock	options	for	each	of	the	years	presented:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Compensation\texpense\tincluded\tin\tEntergy's\tConsolidated\tNet\tIncome | $10.4 | $15.0 | $16.8 |
| Tax\tbenefit\trecognized\tin\tEntergy's\tConsolidated\tNet\tIncome | $4.0 | $5.8 | $6.5 |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $2.0 | $2.9 | $3.2 |

Entergy	determines	the	fair	value	of	the	stock	option	grants	by	considering	factors	such	as	lack	of	marketability,	stock	retention	requirements,	and	regulatory	restrictions	on	exercisability	in accordance	with	accounting	standards.		The	stock	option	weighted-average	assumptions	used	in	determining	the	fair	values	are	as	follows:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
| Stock\tprice\tvolatility | 24.25% | 25.73% | 24.39% |
| Expected\tterm\tin\tyears | 6.64 | 5.46 | 5.33 |
| Risk-free\tinterest\trate | 2.70% | 2.57% | 2.22% |
| Dividend\tyield | 4.20% | 3.74% | 3.50% |
| Dividend\tpayment\tper\tshare | $3.32 | $3.24 | $3.00 |

Stock	price	volatility	is	calculated	based	upon	the	weekly	public	stock	price	volatility	of	Entergy	Corporation	common	stock	over	the	last	four	to	five	years.		The	expected	term	of	the	options	is	based upon	historical	option	exercises	and	the	weighted	average	life	of	options	when	exercised	and	the	estimated	weighted	average	life	of	all	vested	but	unexercised	options.		In	2008,	Entergy	implemented stock	ownership	guidelines	for	its	senior	executive	officers.		These

guidelines	require	an	executive	officer	to	own	shares	of	Entergy	common	stock	equal	to	a	specified	multiple	of	his	or	her	salary.		Until	an	executive	officer	achieves	this	ownership	position	the	executive officer	is	required	to	retain	75%	of	the	after-tax	net	profit	upon	exercise	of	the	option	to	be	held	in	Entergy	Corporation	common	stock.		The	reduction	in	fair	value	of	the	stock	options	due	to	this restriction	is	based	upon	an	estimate	of	the	call	option	value	of	the	reinvested	gain	discounted	to	present	value	over	the	applicable	reinvestment	period.

A	summary	of	stock	option	activity	for	the	year	ended	December	31,	2011	and	changes	during	the	year	are	presented	below:

|  | Number<br>of	Options | Average<br>Exercise<br>Price | Aggregate<br>Intrinsic<br>Value | Weighted-<br>Average<br>Contractual	Life |
| :--- | :--- | :--- | :--- | :--- |
| Options\toutstanding\tas\tof\tJanuary\t1,\t2011 | 11,225,725 | $72.45 |  |  |
| Options\tgranted | 388,200 | $72.79 |  |  |
| Options\texercised | (1,079,008) | $42.43 |  |  |
| Options\tforfeited/expired | (75,499) | $86.62 |  |  |
| Options\toutstanding\tas\tof\tDecember\t31,\t2011 | 10,459,418 | $75.46 | $- | 4.7\tyears |
| Options\texercisable\tas\tof\tDecember\t31,\t2011 | 9,011,257 | $75.36 | $- | 4.1\tyears |
| Weighted-average\tgrant-date\tfair\tvalue\tof\noptions\tgranted\tduring\t2011 | $11.48 |  |  |  |

The	weighted-average	grant-date	fair	value	of	options	granted	during	the	year	was	$13.18	for	2010	and	$12.47	for	2009.		The	total	intrinsic	value	of	stock	options	exercised	was	$29.6	million	during 2011,	$36.6	million	during	2010,	and	$35.6	million	during	2009.		The	intrinsic	value,	which	has	no	effect	on	net	income,	of	the	stock	options	exercised	is	calculated	by	the	difference	in	Entergy Corporation's	common	stock	price	on	the	date	of	exercise	and	the	exercise	price	of	the	stock	options	granted.		Because	Entergy's	year-end	stock	price	is	less	than	the	weighted	average	exercise	price,	the aggregate	intrinsic	value	of	outstanding	stock	options	as	of	December	31,	2011	was	zero.		The	intrinsic	value	of	"in	the	money"	stock	options	is	$67	million	as	of	December	31,	2011.		Entergy recognizes	compensation	cost	over	the	vesting	period	of	the	options	based	on	their	grant-date	fair	value.		The	total	fair	value	of	options	that	vested	was	approximately	$16	million	during	2011,	$21 million	during	2010,	and	$22	million	during	2009.

The	following	table	summarizes	information	about	stock	options	outstanding	as	of	December	31,	2011:

|  | Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Exercisable | Options	Exercisable |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Range\tof\nExercise\tPrices | As\tof\n12/31/2011 | Weighted-Avg.\nRemaining\nContractual\nLife-Yrs. | Weighted-\nAvg.\tExercise\nPrice | Number\nExercisable\nas\tof\n12/31/2011 | Weighted-\nAvg.\tExercise\nPrice |
| $37\t-\t$50.99 | 1,468,761 | 0.6 | $43.22 | 1,468,761 | $43.22 |
| $51\t-\t$64.99 | 966,155 | 2.2 | $58.58 | 966,155 | $58.58 |
| $65\t-\t$78.99 | 4,911,618 | 5.8 | $73.09 | 3,463,457 | $71.86 |
| $79\t-\t$91.99 | 1,627,384 | 5.1 | $91.82 | 1,627,384 | $91.82 |
| $92\t-\t$108.20 | 1,485,500 | 6.1 | $108.20 | 1,485,500 | $108.20 |
| $37\t-\t$108.20 | 10,459,418 | 4.7 | $75.46 | 9,011,257 | $75.36 |

Stock-based	compensation	cost	related	to	non-vested	stock	options	outstanding	as	of	December	31,	2011	not	yet	recognized	is	approximately	$10	million	and	is	expected	to	be	recognized	on	a	weighted- average	period	of	1.3	years.

# Restricted	Stock	Awards

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

The	following	table	includes	financial	information	for	restricted	stock	for	each	of	the	years	presented:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Compensation\texpense\tincluded\tin\tEntergy's\tConsolidated\tNet\tIncome | $3.9 | $- | $- |
| Tax\tbenefit\trecognized\tin\tEntergy's\tConsolidated\tNet\tIncome | $1.5 | $- | $- |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $0.7 | $- | $- |

# Long-Term	Incentive	Awards

Entergy	grants	long-term	incentive	awards	earned	under	its	stock	benefit	plans	in	the	form	of	performance	units,	which	are	equal	to	the	cash	value	of	shares	of	Entergy	Corporation	common	stock	at	the end	of	the	performance	period,	which	is	the	last	trading	day	of	the	year.		Performance	units	will	pay	out	to	the	extent	that	the	performance	conditions	are	satisfied.		In	addition	to	the	potential	for equivalent	share	appreciation	or	depreciation,	performance	units	will	earn	the	cash	equivalent	of	the	dividends	paid	during	the	three-year	performance	period	applicable	to	each	plan.		The	costs	of incentive	awards	are	charged	to	income	over	the	three-year	period.

The	following	table	includes	financial	information	for	the	long-term	incentive	awards	for	each	of	the	years	presented:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Fair\tvalue\tof\tlong-term\tincentive\tawards\tas\tof\tDecember\t31, | $7.3 | $10.1 | $17.2 |
| Compensation\texpense\tincluded\tin\tEntergy's\tConsolidated\nNet\tIncome\tfor\tthe\tyear | $0.7 | ($0.9) | $5.6 |
| Tax\tbenefit\t(expense)\trecognized\tin\tEntergy's\tConsolidated\tNet\tIncome\tfor\tthe\tyear | $0.3 | ($0.4) | $2.2 |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $0.1 | $0.1 | $1.0 |

Entergy	paid	$0.7	million	in	2011	for	awards	earned	under	the	Long-Term	Incentive	Plan.		The	distribution	is	applicable	to	the	2008	–	2010	performance	period.

# Restricted	Unit	Awards

Entergy	grants	restricted	unit	awards	earned	under	its	stock	benefit	plans	in	the	form	of	stock	units	that	are	subject	to	time-based	restrictions.		The	restricted	units	are	equal	to	the	cash	value	of	shares	of Entergy	Corporation	common	stock	at	the	time	of	vesting.		The	costs	of	restricted	unit	awards	are	charged	to	income	over	the	restricted	period,	which	varies	from	grant	to	grant.		The	average	vesting period	for	restricted	unit	awards	granted	is	36	months.		As	of	December	31,	2011,	there	were	138,965	unvested	restricted	units	that	are	expected	to	vest	over	an	average	period	of	10	months.

The	following	table	includes	financial	information	for	restricted	unit	awards	for	each	of	the	years	presented:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Fair\tvalue\tof\trestricted\tawards\tas\tof\tDecember\t31, | $6.6 | $8.3 | $4.6 |
| Compensation\texpense\tincluded\tin\tEntergy's\tConsolidated\tNet\tIncome\n\t\tfor\tthe\tyear | $3.7 | $3.9 | $2.0 |
| Tax\tbenefit\trecognized\tin\tEntergy's\tConsolidated\tNet\tIncome\tfor\tthe\tyear | $1.4 | $1.5 | $0.8 |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $0.7 | $0.9 | $0.5 |

Entergy	paid	$5.9	million	in	2011	for	awards	under	the	Restricted	Units	Awards	Plan.

# NOTE	13.			BUSINESS	SEGMENT	INFORMATION		(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,		Entergy	New Orleans,	Entergy	Texas,	and	System	Energy)

Entergy's	reportable	segments	as	of	December	31,	2011	are	Utility	and	Entergy	Wholesale	Commodities.		Utility	includes	the	generation,	transmission,	distribution,	and	sale	of	electric	power	in	portions of	Arkansas,	Louisiana,	Mississippi,	and	Texas,	and	natural	gas	utility	service	in	portions	of	Louisiana.		Entergy	Wholesale	Commodities	includes	the	ownership	and	operation	of	six	nuclear	power plants	located	in	the	northern	United	States	and	the	sale	of	the	electric	power	produced	by	those	plants	to	wholesale	customers.		Entergy	Wholesale	Commodities	also	includes	the	ownership	of	interests in	non-nuclear	power	plants	that	sell	the	electric	power	produced	by	those	plants	to	wholesale	customers.		"All	Other"	includes	the	parent	company,	Entergy	Corporation,	and	other	business	activity, including	the	earnings	on	the	proceeds	of	sales	of	previously-owned	businesses.

Entergy's	segment	financial	information	is	as	follows:

| 2011 | Utility | Commodities* | All	Other | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $8,841,827 | $2,413,773 | $4,157 | ($30,684) | $11,229,073 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $1,027,597 | $260,638 | $4,562 | $- | $1,292,797 |
| Interest\tand\tinvestment\tincome | $158,737 | $136,492 | $28,830 | ($194,925) | $129,134 |
| Interest\texpense | $455,739 | $20,634 | $121,599 | ($84,345) | $513,627 |
| Income\ttaxes | $27,311 | $225,456 | $33,496 | $- | $286,263 |
| Consolidated\tnet\tincome\t(loss) | $1,123,866 | $491,841 | ($137,755) | ($110,580) | $1,367,372 |
| Total\tassets | $32,734,549 | $10,533,080 | ($507,860) | ($2,058,070) | $40,701,699 |
| Investment\tin\taffiliates\t-\tat\tequity | $199 | $44,677 | $- | $- | $44,876 |
| Cash\tpaid\tfor\tlong-lived\tasset\n\t\tadditions | $2,351,913 | $1,048,146 | ($402) | $- | $3,399,657 |

| 2010 | Utility | Commodities* | All	Other | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $8,941,332 | $2,566,156 | $7,442 | ($27,353) | $11,487,577 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $1,006,385 | $270,658 | $4,587 | $- | $1,281,630 |
| Interest\tand\tinvestment\tincome | $182,493 | $171,158 | $44,757 | ($212,953) | $185,455 |
| Interest\texpense | $493,241 | $71,817 | $129,505 | ($119,396) | $575,167 |
| Income\ttaxes\t(benefits) | $454,227 | $268,649 | ($105,637) | $- | $617,239 |
| Consolidated\tnet\tincome | $829,719 | $489,422 | $44,721 | ($93,557) | $1,270,305 |
| Total\tassets | $31,080,240 | $10,102,817 | ($714,968) | ($1,782,813) | $38,685,276 |
| Investment\tin\taffiliates\t-\tat\tequity | $199 | $59,456 | ($18,958) | $- | $40,697 |
| Cash\tpaid\tfor\tlong-lived\tasset\n\t\tadditions | $1,766,609 | $687,313 | $75 | $- | $2,453,997 |

| 2009 | Utility | Commodities* | All	Other | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $8,055,353 | $2,711,078 | $5,682 | ($26,463) | $10,745,650 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $1,025,922 | $251,147 | $4,769 | $- | $1,281,838 |
| Interest\tand\tinvestment\tincome\t(loss) | $180,505 | $196,492 | ($10,470) | ($129,899) | $236,628 |
| Interest\texpense | $462,206 | $78,278 | $86,420 | ($56,460) | $570,444 |
| Income\ttaxes\t(benefits) | $388,682 | $322,255 | ($78,197) | $- | $632,740 |
| Consolidated\tnet\tincome\t(loss) | $708,905 | $641,094 | ($25,511) | ($73,438) | $1,251,050 |
| Total\tassets | $29,892,088 | $11,134,791 | ($646,756) | ($2,818,170) | $37,561,953 |
| Investment\tin\taffiliates\t-\tat\tequity | $200 | $- | $39,380 | $- | $39,580 |
| Cash\tpaid\tfor\tlong-lived\tasset\nadditions | $1,872,997 | $661,596 | ($5,874) | $- | $2,528,719 |

Businesses	marked	with	*	are	sometimes	referred	to	as	the	"competitive	businesses."		Eliminations	are	primarily	intersegment	activity.		Almost	all	of	Entergy's	goodwill	is	related	to	the	Utility	segment.

On	April	 5,	 2010,	 Entergy	 announced	 that,	 effective	 immediately,	 it	 planned	 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	recorded	expenses	in	the	Entergy	Wholesale	Commodities	segment.		Other	operating	and	maintenance	expense	includes the	write-off	of	$64	million	of	capital	costs,	primarily	for	software	that	will	not	be	utilized.		Interest	charges	include	the	write-off	of	$39	million	of	debt	financing	costs,	primarily	incurred	for	the	$1.2 billion	credit	facility	related	to	the	planned	spin-off	of	Entergy's	non-utility	nuclear	business	that	will	not	be	used.		Approximately	$16	million	of	other	costs	were	incurred	in	2010	in	connection	with unwinding	the	planned	non-utility	nuclear	spin-off	transaction.

# Geographic	Areas

For	the	years	ended	December	31,	2011	and	2010,	the	amount	of	revenue	Entergy	derived	from	outside	of	the	United	States	was	insignificant.		As	of	December	31,	2011	and	2010,	Entergy	had no	long-lived	assets	located	outside	of	the	United	States.

# Registrant	Subsidiaries

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

# NOTE	14.			EQUITY	METHOD	INVESTMENTS	(Entergy	Corporation)

As	of	December	31,	2011,	Entergy	owns	investments	in	the	following	companies	that	it	accounts	for	under	the	equity	method	of	accounting:

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

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Beginning\tof\tyear | $40,697 | $39,580 | $66,247 |
| Loss\tfrom\tthe\tinvestments | (88) | (2,469) | (7,793) |
| Dispositions\tand\tother\tadjustments | 4,267 | 3,586 | (18,874) |
| End\tof\tyear | $44,876 | $40,697 | $39,580 |

# Transactions	with	equity	method	investees

Entergy	Gulf	States	Louisiana	purchased	approximately	$41.1	million,	$50.8	million,	and	$49.3	million	of	electricity	generated	from	Entergy's	share	of	RS	Cogen	in	2011,	2010,	and	2009, respectively.		Entergy's	operating	transactions	with	its	other	equity	method	investees	were	not	significant	in	2011,	2010,	or	2009.

# NOTE	15.			ACQUISITIONS	AND	DISPOSITIONS	(Entergy	Corporation	and	Entergy	Louisiana)

# Acquisitions

# Acadia

In	April	2011,	Entergy	Louisiana	purchased	Unit	2	of	the	Acadia	Energy	Center,	a	580	MW	generating	unit	located	near	Eunice,	Louisiana,	from	an	independent	power	producer.		The	Acadia	Energy Center,	which	entered	commercial	service	in	2002,	consists	of	two	combined-cycle	gas-fired	generating	units,	each	nominally	rated	at	580	MW.		Entergy	Louisiana	purchased	100	percent	of	Acadia	Unit 2	and	a	50	percent	ownership	interest	in	the	facility's

common	assets	for	approximately	$300	million.		In	a	separate	transaction,	Cleco	Power	acquired	Acadia	Unit	1	and	the	other	50	percent	interest	in	the	facility's	common	assets.		Cleco	Power	will	serve as	operator	for	the	entire	facility.		The	FERC	and	the	LPSC	approved	the	transaction.

# Rhode	Island	State	Energy	Center

In	December	2011	a	subsidiary	in	the	Entergy	Wholesale	Commodities	business	segment	purchased	the	Rhode	Island	State	Energy	Center,	a	583	MW	natural	gas-fired	combined-cycle	generating	plant located	in	Johnston,	Rhode	Island,	from	a	subsidiary	of	NextEra	Energy	Resources,	for	approximately	$346	million.		The	Rhode	Island	State	Energy	Center	began	commercial	operation	in	2002.

# Palisades	Purchased	Power	Agreement

Entergy's	purchase	of	the	Palisades	plant	in	2007	included	a	unit-contingent,	15-year	purchased	power	agreement	(PPA)	with	Consumers	Energy	for	100%	of	the	plant's	output,	excluding	any	future uprates.		Prices	under	the	PPA	range	from	$43.50/MWh	in	2007	to	$61.50/MWh	in	2022,	and	the	average	price	under	the	PPA	is	$51/MWh.		For	the	PPA,	which	was	at	below-market	prices	at	the	time of	the	acquisition,	Entergy	will	amortize	a	liability	to	revenue	over	the	life	of	the	agreement.		The	amount	that	will	be	amortized	each	period	is	based	upon	the	difference	between	the	present	value calculated	at	the	date	of	acquisition	of	each	year's	difference	between	revenue	under	the	agreement	and	revenue	based	on	estimated	market	prices.		Amounts	amortized	to	revenue	were	$43	million	in 2011,	$46	million	in	2010,	and	$53	million	in	2009.		The	amounts	to	be	amortized	to	revenue	for	the	next	five	years	will	be	$17	million	in	2012,	$18	million	for	2013,	$16	million	for	2014,	$15	million for	2015,	and	$13	million	for	2016.

# NYPA	Value	Sharing	Agreements

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

# Dispositions

# Harrison	County

In	the	fourth	quarter	2010,	an	Entergy	Wholesale	Commodities	subsidiary	sold	its	ownership	interest	in	the	Harrison	County	Power	Project	550	MW	combined-cycle	plant	to	two	Texas	electric cooperatives	that	owned	a	minority	share	of	the	Marshall,	Texas	unit.		Entergy	sold	its	61	percent	share	of	the	plant	for	$219	million	and	realized	a	gain	of	$44.2	million	($27.2	million	net-of-tax)	on	the sale.

# NOTE	16.			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:

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

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

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

# Derivatives

The	fair	values	of	Entergy's	derivative	instruments	on	the	consolidated	balance	sheets	as	of	December	31,	2011	are	as	follows:

| Instrument | Balance	Sheet	Location | Fair	Value	(a) | Offset	(a) | Business |
| :--- | :--- | :--- | :--- | :--- |
| Derivatives\tdesignated\tas\thedging\ninstruments |  |  |  |  |
| Assets: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Prepayments\tand\tother\t(current\tportion) | $197\tmillion | ($25)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tdeferred\tdebits\tand\tother\tassets\t(non-current | $112\tmillion | ($1)\tmillion | Entergy\tWholesale\tCommodities |
|  | portion) |  |  |  |
| Liabilities: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tcurrent\tliabilities\t(current\tportion) | $- | ($-) | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tnon-current\tliabilities\t(non-current\tportion) | $1\tmillion | ($1)\tmillion | Entergy\tWholesale\tCommodities |
| Derivatives\tnot\tdesignated\tas\thedging\ninstruments |  |  |  |  |
| Assets: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Prepayments\tand\tother\t(current\tportion) | $37\tmillion | ($8)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tdeferred\tdebits\tand\tother\tassets\t(non-current | $- | ($-) | Entergy\tWholesale\tCommodities |
|  | portion) |  |  |  |
| Liabilities: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tcurrent\tliabilities\t(current\tportion) | $33\tmillion | ($33)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tnon-current\tliabilities\t(non-current\tportion) | $- | ($-) | Entergy\tWholesale\tCommodities |
| Natural\tgas\tswaps | Other\tcurrent\tliabilities | $30\tmillion | ($-) | Utility |

The	fair	values	of	Entergy's	derivative	instruments	on	the	consolidated	balance	sheets	as	of	December	31,	2010	are	as	follows:

| Instrument | Balance	Sheet	Location | Fair	Value	(a) | Offset	(a) | Business |
| :--- | :--- | :--- | :--- | :--- |
| Derivatives\tdesignated\tas\thedging\ninstruments |  |  |  |  |
| Assets: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Prepayments\tand\tother\t(current\tportion) | $160\tmillion | ($7)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tdeferred\tdebits\tand\tother\tassets\t(non-current | $82\tmillion | ($29)\tmillion | Entergy\tWholesale\tCommodities |
|  | portion) |  |  |  |
| Liabilities: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tcurrent\tliabilities\t(current\tportion) | $5\tmillion | ($5)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tnon-current\tliabilities\t(non-current\tportion) | $47\tmillion | ($30)\tmillion | Entergy\tWholesale\tCommodities |
| Derivatives\tnot\tdesignated\tas\thedging\ninstruments |  |  |  |  |
| Assets: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Prepayments\tand\tother\t(current\tportion) | $2\tmillion | ($-) | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tdeferred\tdebits\tand\tother\tassets\t(non-current | $14\tmillion | ($8)\tmillion | Entergy\tWholesale\tCommodities |
|  | portion) |  |  |  |
| Liabilities: |  |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tcurrent\tliabilities\t(current\tportion) | $2\tmillion | ($2)\tmillion | Entergy\tWholesale\tCommodities |
| Electricity\tforwards,\tswaps\tand\toptions | Other\tnon-current\tliabilities\t(non-current\tportion) | $7\tmillion | ($7)\tmillion | Entergy\tWholesale\tCommodities |
| Natural\tgas\tswaps | Other\tcurrent\tliabilities | $2\tmillion | ($-) | Utility |

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

The	effect	of	Entergy's	derivative	instruments	designated	as	cash	flow	hedges	on	the	consolidated	income	statements	for	the	years	ended	December	31,	2011,	2010,	and	2009	is	as	follows:

| Instrument | Amount	of	gain<br>recognized	in	AOCI<br>(effective	portion) | Income	Statement	location | reclassified	from<br>accumulated	OCI	into<br>income	(effective	portion) |
| :--- | :--- | :--- | :--- |
| 2011 |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | $296\tmillion | Competitive\tbusinesses\toperating\trevenues | $168\tmillion |
| 2010 |  |  |  |
| Electricity\tforwards,\tswaps\tand\toptions | $206\tmillion | Competitive\tbusinesses\toperating\trevenues | $220\tmillion |
| 2009 |  |  |  |
| Electricity\tforwards,\tswaps,\tand\toptions | $315\tmillion | Competitive\tbusinesses\toperating\trevenues | $322\tmillion |

Electricity	over-the-counter	instruments	that	financially	settle	against	day-ahead	power	pool	prices	are	used	to	manage	price	exposure	for	Entergy	Wholesale	Commodities	generation.		Based	on	market prices	as	of	December	31,	2011,	cash	flow	hedges	relating	to	power	sales	totaled	$310	million	of	net	unrealized	gains.		Approximately	$197	million	is	expected	to	be	reclassified	from	accumulated	other comprehensive	income	(OCI)	to	operating	revenues	in	the	next	twelve	months.		The	actual	amount	reclassified	from	accumulated	OCI,	however,	could	vary	due	to	future	changes	in	market	prices.		Gains totaling	approximately	$168	million,	$220	million,	and	$322	million	were	realized	on	the	maturity	of	cash	flow	hedges,	before	taxes	of	$59	million,	$77	million,	and	$113	million	for	the	years	ended December	31,	2011,	2010,	and	2009,	respectively.		Unrealized	gains	or	losses	recorded	in	OCI	result	from	hedging	power	output	at	the	Entergy	Wholesale	Commodities	power	plants.		The	related	gains or	losses	from	hedging	power	are	included	in	operating	revenues	when	realized.		The	maximum	length	of	time	over	which	Entergy	is	currently	hedging	the	variability	in	future	cash	flows	with	derivatives for	forecasted	power	transactions	at	December	31,	2011	is	approximately	three	years.		Planned	generation	currently	sold	forward	from	Entergy	Wholesale	Commodities	nuclear	power	plants	is	88%	for 2012	 of	 which	 approximately	 47%	 is	 sold	 under	 financial	 derivatives	 and	 the	 remainder	 under	 normal	 purchase/sale	 contracts.	The	 change	 in	 the	 value	 of	 Entergy's	 cash	 flow	 hedges	 due	 to ineffectiveness	was	$6.1	million	for	the	year	ended	December	31,	2011	and	was	insignificant	for	the	year	ended	December	31,	2010.		The	ineffective	portion	of	cash	flow	hedges	is	recorded	in competitive	business	operating	revenues.	Certain	agreements	to	sell	the	power	produced	by	Entergy	Wholesale	Commodities	power	plants	contain	provisions	that	require	an	Entergy	subsidiary	to	provide collateral	to	secure	its	obligations	when	the	current	market	prices	exceed	the	contracted	power	prices.		The	primary	form	of	collateral	to	satisfy	these	requirements	is	an	Entergy	Corporation	guaranty.		As of	December	31,	2011,	there	were	no	hedge	contracts	with	counterparties	in	a	liability	position.		Entergy	may	effectively	liquidate	a	cash	flow	hedge	instrument	by	entering	into	a	contract	offsetting	the original	hedge,	and	then	de-designating	the	original	hedge.	In	this	situation,	gains	or	losses	accumulated	in	OCI	prior	to	de-designation	continue	to	be	deferred	in	OCI	until	they	are	included	in	income as	the	original	hedged	transaction	occurs.		From	the	point	of	de-designation,	the	gains	or	losses	on	the	original	hedge	and	the	offsetting	contract	are	recorded	as	assets	or	liabilities	on	the	balance	sheet and	offset	as	they	flow	through	to	earnings.

Natural	gas	over-the-counter	swaps	that	financially	settle	against	NYMEX	futures	are	used	to	manage	fuel	price	volatility	for	the	Utility's	Louisiana	and	Mississippi	customers.		All	benefits	or	costs	of the	program	are	recorded	in	fuel	costs.		The	total	volume	of	natural	gas	swaps	outstanding	as	of	December	31,	2011	is	37,980,000	MMBtu	for	Entergy,	10,890,000	MMBtu	for	Entergy	Gulf	States Louisiana,	15,730,000	MMBtu	for	Entergy	Louisiana,

10,360,000	MMBtu	for	Entergy	Mississippi,	and	1,000,000	MMBtu	for	Entergy	New	Orleans.	 	Credit	support	for	 these	natural	gas	swaps is	covered	by	master	agreements that	do	not	require collateralization	based	on	mark-to-market	value,	but	do	carry	adequate	assurance	language	that	may	lead	to	collateralization	requests.

The	effect	of	Entergy's	derivative	instruments	not	designated	as	hedging	instruments	on	the	consolidated	income	statements	for	the	years	ended	December	31,	2011,	2010,	and	2009	is	as follows:

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	an	offsetting	regulatory	asset	or	liability.		The	gains	or	losses	recorded	as	fuel	expenses	when	the	swaps	are	settled	are	recovered	or	refunded	through	fuel	cost	recovery	mechanisms.

The	fair	values	of	the	Registrant	Subsidiaries'	derivative	instruments	on	their	balance	sheets	as	of	December	31,	2011	and	2010	are	as	follows:

| Instrument | Balance	Sheet	Location | Fair	Value | Registrant |
| :--- | :--- | :--- | :--- |
| Derivatives\tnot\tdesignated\tas\thedging\tinstruments |  |  |  |
| 2011 |  |  |  |
| Liabilities: |  |  |  |
| Natural\tgas\tswaps | Gas\thedge\tcontracts | $8.6\tmillion | Entergy\tGulf\tStates\tLouisiana |
| Natural\tgas\tswaps | Gas\thedge\tcontracts | $12.4\tmillion | Entergy\tLouisiana |
| Natural\tgas\tswaps | Other\tcurrent\tliabilities | $7.8\tmillion | Entergy\tMississippi |
| Natural\tgas\tswaps | Other\tcurrent\tliabilities | $1.5\tmillion | Entergy\tNew\tOrleans |
| 2010 |  |  |  |
| Assets:\nNatural\tgas\tswaps | Prepayments\tand\tother | $0.3\tmillion | Entergy\tMississippi |
| Liabilities: |  |  |  |
| Natural\tgas\tswaps | Gas\thedge\tcontracts | $1.0\tmillion | Entergy\tGulf\tStates\tLouisiana |
| Natural\tgas\tswaps | Gas\thedge\tcontracts | $0.4\tmillion | Entergy\tLouisiana |
| Natural\tgas\tswaps | Other\tcurrent\tliabilities | $0.5\tmillion | Entergy\tNew\tOrleans |

The	effects	of	the	Registrant	Subsidiaries'	derivative	instruments	not	designated	as	hedging	instruments	on	their	statements	of	income	for	the	years	ended	December	31,	2011,	2010,	and	2009	are	as follows:

| Instrument | Statement	of	Income	Location | Amount	of	loss<br>recorded<br>in	income | Registrant |
| :--- | :--- | :--- | :--- |
| 2011 |  |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($17.9)\tmillion | Entergy\tGulf\tStates\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($25.6)\tmillion | Entergy\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($15.0)\tmillion | Entergy\tMississippi |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($3.2)\tmillion | Entergy\tNew\tOrleans |
|  | resale |  |  |
| 2010 |  |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($25.0)\tmillion | Entergy\tGulf\tStates\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($40.5)\tmillion | Entergy\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($27.5)\tmillion | Entergy\tMississippi |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($1.7)\tmillion | Entergy\tNew\tOrleans |

| Instrument | Statement	of	Income	Location | Amount	of	loss<br>	recorded<br>in	income | Registrant |
| :--- | :--- | :--- | :--- |
| 2009 |  |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($42.0)\tmillion | Entergy\tGulf\tStates\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($66.4)\tmillion | Entergy\tLouisiana |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($40.7)\tmillion | Entergy\tMississippi |
|  | resale |  |  |
| Natural\tgas\tswaps | Fuel,\tfuel-related\texpenses,\tand\tgas\tpurchased\tfor | ($10.5)\tmillion | Entergy\tNew\tOrleans |

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

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

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

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

·  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:

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

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

The	values	for	the	cash	flow	hedges	that	are	recorded	as	derivative	contract	assets	or	liabilities	are	based	on	both	observable	inputs	including	public	market	prices	and	unobservable	inputs	such	as	model- generated	prices	for	longer-term	markets	and	are	classified	as	Level	3	assets	and	liabilities.		The	amounts	reflected	as	the	fair	value	of	derivative	assets	or	liabilities	are	based	on	the	estimated	amount that	the	contracts	are	in-the-money	at	the	balance	sheet	date	(treated	as	an	asset)	or	out-of-the-money	at	the	balance	sheet	date	(treated	as	a	liability)	and	would	equal	the	estimated	amount	receivable	or payable	by	Entergy	if	the	contracts	were	settled	at	that	date.		These	derivative	contracts	include	cash	flow	hedges	that	swap	fixed	for	floating	cash	flows	for	sales	of	the	output	from	Entergy's	Entergy Wholesale	Commodities	business.		The	fair	values	are	based	on	the	mark-to-market	comparison	between	the	fixed	contract	prices	and	the	floating	prices	determined	each	period	from	quoted	forward power	market	prices	and	estimates	regarding	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	December	31,	2011,	Entergy	had	in-the-money	derivative	contracts	with	a	fair	value	of	$312	million	with counterparties	or	their	guarantor	who	are	all	currently	investment	grade.		As	of	December	31,	2011	there	are	no	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	tables	set	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	December	31,	2011	and December	31,	2010.		The	assessment	of	the	significance	of	a	particular	input	to	a	fair	value	measurement	requires	judgment	and	may	affect	their	placement	within	the	fair	value	hierarchy	levels.

| 2011 | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |
| Assets: |  |  |  |  |
| Temporary\tcash\tinvestments | $613 | $- | $- | $613 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |
| Equity\tsecurities | 397 | 1,732 | - | 2,129 |
| Debt\tsecurities | 639 | 1,020 | - | 1,659 |
| Power\tcontracts | - | - | 312 | 312 |
| Securitization\trecovery\ttrust\taccount | 50 | - | - | 50 |
| Storm\treserve\tescrow\taccount | 335 | - | - | 335 |
|  | $2,034 | $2,752 | $312 | $5,098 |
| Liabilities: |  |  |  |  |
| Gas\thedge\tcontracts | $30 | $- | $- | $30 |

| 2010 | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |
| Assets: |  |  |  |  |
| Temporary\tcash\tinvestments | $1,218 | $- | $- | $1,218 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |
| Equity\tsecurities | 387 | 1,689 | - | 2,076 |
| Debt\tsecurities | 497 | 1,023 | - | 1,520 |
| Power\tcontracts | - | - | 214 | 214 |
| Securitization\trecovery\ttrust\taccount | 43 | - | - | 43 |
| Storm\treserve\tescrow\taccount | 329 | - | - | 329 |
|  | $2,474 | $2,712 | $214 | $5,400 |
| Liabilities: |  |  |  |  |
| Power\tcontracts | $- | $- | $17 | $17 |
| Gas\thedge\tcontracts | 2 | - | - | 2 |
|  | $2 | $- | $17 | $19 |

(a) The	decommissioning	trust	funds	hold	equity	and	fixed	income	securities.	Equity	securities	are	invested	to	approximate	the	returns	of major	market	indices.		Fixed	income	securities	are	held	in	various	governmental	and	corporate	securities.		See	Note	17	for	additional information	on	the	investment	portfolios.

The	following	table	sets	forth	a	reconciliation	of	changes	in	the	net	assets	(liabilities)	for	the	fair	value	of	derivatives	classified	as	Level	3	in	the	fair	value	hierarchy	for	the	years	ended December	31,	2011,	2010,	and	2009:

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Balance\tas\tof\tJanuary\t1, | $197 | $200 | $207 |
| Unrealized\tgains\tfrom\tprice\tchanges | 268 | 221 | 310 |
| Unrealized\tgains/(losses)\ton\toriginations | 15 | (4) | 5 |
| Realized\tgains\ton\tsettlements | (168) | (220) | (322) |
| Balance\tas\tof\tDecember\t31, | $312 | $197 | $200 |

The	following	tables	set	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	December	31,	2011	and December	31,	2010.		The	assessment	of	the	significance	of	a	particular	input	to	a	fair	value	measurement	requires	judgment	and	may	affect	its	placement	within	the	fair	value	hierarchy	levels.

| 2011 | Level	1 | Level	2 | Level	3 |  | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $17.9 | $- |  | $- | $17.9 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 6.3 | 323.1 |  | - | 329.4 |
| Debt\tsecurities | 82.8 | 129.5 |  | - | 212.3 |
| Securitization\trecovery\ttrust\taccount | 3.9 | - |  | - | 3.9 |
|  | $110.9 | $452.6 |  | $- | $563.5 |
| 2010 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $101.9 | $- |  | $- | $101.9 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 3.4 | 316.3 |  | - | 319.7 |
| Debt\tsecurities | 41.4 | 159.7 |  | - | 201.1 |
| Securitization\trecovery\ttrust\taccount | 2.4 | - |  | - | 2.4 |
|  | $149.1 | $476.0 |  | $- | $625.1 |
| 2011 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $24.6 | $- |  | $- | $24.6 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 5.1 | 233.6 |  | - | 238.7 |
| Debt\tsecurities | 39.5 | 142.7 |  | - | 182.2 |
| Storm\treserve\tescrow\taccount | 90.2 | - |  | - | 90.2 |
|  | $159.4 | $376.3 |  | $- | $535.7 |
| Liabilities: |  |  |  |  |  |
| Gas\thedge\tcontracts | $8.6 | $- |  | $- | $8.6 |

| 2010 | Level	1 | Level	2 | Level	3 |  | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $154.9 | $- |  | $- | $154.9 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 3.8 | 231.1 |  | - | 234.9 |
| Debt\tsecurities | 32.2 | 126.5 |  | - | 158.7 |
| Storm\treserve\tescrow\taccount | 90.1 | - |  | - | 90.1 |
|  | $281.0 | $357.6 |  | $- | $638.6 |
| Liabilities: |  |  |  |  |  |
| Gas\thedge\tcontracts | $1.0 | $- |  | $- | $1.0 |
| 2011 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | $2.9 | $146.3 |  | $- | $149.2 |
| Debt\tsecurities | 51.6 | 53.2 |  | - | 104.8 |
| Securitization\trecovery\ttrust\taccount | 5.2 | - |  | - | 5.2 |
| Storm\treserve\tescrow\taccount | 201.2 | - |  | - | 201.2 |
|  | $260.9 | $199.5 |  | $- | $460.4 |
| Liabilities: |  |  |  |  |  |
| Gas\thedge\tcontracts | $12.4 | $- |  | $- | $12.4 |
| 2010 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $122.5 | $- |  | $- | $122.5 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 1.3 | 142.6 |  | - | 143.9 |
| Debt\tsecurities | 45.7 | 50.9 |  | - | 96.6 |
| Storm\treserve\tescrow\taccount | 201.0 | - |  | - | 201.0 |
|  | $370.5 | $193.5 |  | $- | $564.0 |
| Liabilities: |  |  |  |  |  |
| Gas\thedge\tcontracts | $0.4 | $- |  | $- | $0.4 |
| 2011 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Storm\treserve\tescrow\taccount | $31.8 | $- |  | $- | $31.8 |
| Liabilities: |  |  |  |  |  |
| Gas\thedge\tcontracts | $7.8 | $- |  | $- | $7.8 |

| 2010 | Level	1 | Level	2 |  | Level	3 |  | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |  |
| Gas\thedge\tcontracts | $0.3 |  | $- |  | $- | $0.3 |
| Storm\treserve\tescrow\taccount | 31.9 |  | - |  | - | 31.9 |
|  | $32.2 |  | $- |  | $- | $32.2 |
| 2011 | Level\t1 | Level\t2 |  | Level\t3 |  | Total |
|  |  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |  |
| Temporary\tcash\tinvestments | $9.3 |  | $- |  | $- | $9.3 |
| Storm\treserve\tescrow\taccount | 12.0 |  | - |  | - | 12.0 |
|  | $21.3 |  | $- |  | $- | $21.3 |
| Liabilities: |  |  |  |  |  |  |
| Gas\thedge\tcontracts | $1.5 |  | $- |  | $- | $1.5 |
| 2010 | Level\t1 | Level\t2 |  | Level\t3 |  | Total |
|  |  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |  |
| Temporary\tcash\tinvestments | $53.6 |  | $- |  | $- | $53.6 |
| Storm\treserve\tescrow\taccount | 6.0 |  | - |  | - | 6.0 |
|  | $59.6 |  | $- |  | $- | $59.6 |
| Liabilities: |  |  |  |  |  |  |
| Gas\thedge\tcontracts | $0.5 |  | $- |  | $- | $0.5 |
| 2011 | Level\t1 | Level\t2 |  | Level\t3 |  | Total |
|  |  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |  |
| Temporary\tcash\tinvestments | $65.1 |  | $- |  | $- | $65.1 |
| Securitization\trecovery\ttrust\taccount | 41.2 |  | - |  | - | 41.2 |
|  | $106.3 |  | $- |  | $- | $106.3 |
| 2010 | Level\t1 | Level\t2 |  | Level\t3 |  | Total |
|  |  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |  |
| Temporary\tcash\tinvestments | $33.6 |  | $- |  | $- | $33.6 |
| Securitization\trecovery\ttrust\taccount | 40.6 |  | - |  | - | 40.6 |
|  | $74.2 |  | $- |  | $- | $74.2 |

# System	Energy

| 2011 | Level	1 | Level	2 | Level	3 |  | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $154.2 | $- |  | $- | $154.2 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 2.7 | 234.5 |  | - | 237.2 |
| Debt\tsecurities | 123.2 | 63.0 |  | - | 186.2 |
|  | $280.1 | $297.5 |  | $- | $577.6 |
| 2010 | Level\t1 | Level\t2 | Level\t3 |  | Total |
|  |  | (In\tMillions) |  |  |  |
| Assets: |  |  |  |  |  |
| Temporary\tcash\tinvestments | $262.9 | $- |  | $- | $262.9 |
| Decommissioning\ttrust\tfunds\t(a): |  |  |  |  |  |
| Equity\tsecurities | 3.1 | 220.9 |  | - | 224.0 |
| Debt\tsecurities | 95.7 | 68.2 |  | - | 163.9 |
|  | $361.7 | $289.1 |  | $- | $650.8 |

# NOTE	17.				DECOMMISSIONING	TRUST	FUNDS	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy)

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

Entergy	records	decommissioning	trust	funds	on	the	balance	sheet	at	their	fair	value.		Because	of	the	ability	of	the	Registrant	Subsidiaries	to	recover	decommissioning	costs	in	rates	and	in	accordance with	the	regulatory	treatment	for	decommissioning	trust	funds,	the	Registrant	Subsidiaries	have	recorded	an	offsetting	amount	of	unrealized	gains/(losses)	on	investment	securities	in	other	regulatory liabilities/assets.		For	the	nonregulated	portion	of	River	Bend,	Entergy	Gulf	States	Louisiana	has	recorded	an	offsetting	amount	of	unrealized	gains/(losses)	in	other	deferred	credits.		Decommissioning trust	funds	for	Pilgrim,	Indian	Point	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.

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

|  | Fair<br>Value | Total<br>Unrealized<br>Gains | Total<br>Unrealized<br>Losses |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| 2011 |  |  |  |
| Equity\tSecurities | $2,129 | $423 | $14 |
| Debt\tSecurities | 1,659 | 115 | 5 |
| \t\tTotal | $3,788 | $538 | $19 |
| 2010 |  |  |  |
| Equity\tSecurities | $2,076 | $436 | $9 |
| Debt\tSecurities | 1,520 | 67 | 12 |
| \t\tTotal | $3,596 | $503 | $21 |

Deferred	taxes	on	unrealized	gains/(losses)	are	recorded	in	other	comprehensive	income	for	the	decommissioning	trusts	which	do	not	meet	the	criteria	for	regulatory	accounting	treatment	as	described above.	Unrealized	gains/(losses)	above	are	reported	before	deferred	taxes	of	$149	million	and	$130	million	as	of	December	31,	2011	and	2010,	respectively.		The	amortized	cost	of	debt	securities	was $1,530	million	as	of	December	31,	2011	and	$1,475	million	as	of	December	31,	2010.		As	of	December	31,	2011,	the	debt	securities	have	an	average	coupon	rate	of	approximately	4.15%,	an	average duration	of	approximately	5.40	years,	and	an	average	maturity	of	approximately	8.53	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	December	31,	2011:

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Less\tthan\t12\tmonths | $130 | $9 | $123 | $3 |
| More\tthan\t12\tmonths | 43 | 5 | 60 | 2 |
| \t\tTotal | $173 | $14 | $183 | $5 |

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

During	the	years	ended	December	31,	2011,	2010,	and	2009,	proceeds	from	the	dispositions	of	securities	amounted	to	$1,360	million,	$2,606	million,	and	$2,571	million,	respectively.		During the	years	ended	December	31,	2011,	2010,	and	2009,	gross	gains	of	$29	million,	$69	million,	and	$80	million,	respectively,	and	gross	losses	of	$11	million,	$9	million,	and	$30	million,	respectively, were	reclassified	out	of	other	comprehensive	income	into	earnings.

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

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2011 |  |  |  |
| Equity\tSecurities | $329.4 | $70.9 | $0.4 |
| Debt\tSecurities | 212.3 | 15.2 | 0.4 |
| Total | $541.7 | $86.1 | $0.8 |
| 2010 |  |  |  |
| Equity\tSecurities | $319.7 | $74.2 | $0.3 |
| Debt\tSecurities | 201.1 | 11.0 | 1.0 |
| Total | $520.8 | $85.2 | $1.3 |

The	amortized	cost	of	debt	securities	was	$197.5	million	as	of	December	31,	2011	and	$191.2	million	as	of	December	31,	2010.		As	of	December	31,	2011,	the	debt	securities	have	an	average	coupon rate	of	approximately	3.61%,	an	average	duration	of	approximately	4.86	years,	and	an	average	maturity	of	approximately	5.58	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.

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair\nValue | Unrealized\nLosses | Fair\nValue | Unrealized\nLosses |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Less\tthan\t12\tmonths | $13.7 | $0.4 | $14.3 | $0.4 |
| More\tthan\t12\tmonths | - | - | 1.0 | - |
| Total | $13.7 | $0.4 | $15.3 | $0.4 |

|  | Equity	Securities | Debt	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $- | $- | $44.3 | $1.0 |
| More\tthan\t12\tmonths | 6.6 | 0.3 | - | - |
| Total | $6.6 | $0.3 | $44.3 | $1.0 |

| less	than	1	year | $7.8 | $5.3 |
| :--- | :--- | :--- |
| 1\tyear\t-\t5\tyears | 86.5 | 100.1 |
| 5\tyears\t-\t10\tyears | 109.1 | 85.2 |
| 10\tyears\t-\t15\tyears | 2.7 | 4.5 |
| 15\tyears\t-\t20\tyears | - | - |
| 20\tyears+ | 6.2 | 6.0 |
| Total | $212.3 | $201.1 |

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

|  | Fair<br>Value | Total<br>Unrealized<br>Gains | Total<br>Unrealized<br>Losses |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| 2011 |  |  |  |
| Equity\tSecurities | $238.7 | $40.9 | $0.8 |
| Debt\tSecurities | 182.2 | 15.2 | 0.3 |
| Total | $420.9 | $56.1 | $1.1 |
| 2010 |  |  |  |
| Equity\tSecurities | $234.9 | $41.7 | $1.4 |
| Debt\tSecurities | 158.7 | 8.8 | 0.8 |
| Total | $393.6 | $50.5 | $2.2 |

The	amortized	cost	of	debt	securities	was	$166.9	million	as	of	December	31,	2011	and	$150.0	million	as	of	December	31,	2010.		As	of	December	31,	2011,	the	debt	securities	have	an	average	coupon rate	of	approximately	4.74%,	an	average	duration	of	approximately	5.94	years,	and	an	average	maturity	of	approximately	9.20	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.

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  | Fair\nValue | Gross\nUnrealized\nLosses | Fair\nValue | Gross\nUnrealized\nLosses |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Less\tthan\t12\tmonths | $14.0 | $0.5 | $9.3 | $0.2 |
| More\tthan\t12\tmonths | 2.7 | 0.3 | 1.1 | 0.1 |
| \t\tTotal | $16.7 | $0.8 | $10.4 | $0.3 |

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

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2011 |  |  |  |
| Equity\tSecurities | $149.2 | $29.7 | $1.6 |
| Debt\tSecurities | 104.8 | 8.8 | 0.2 |
| Total | $254.0 | $38.5 | $1.8 |
| 2010 |  |  |  |
| Equity\tSecurities | $143.9 | $31.0 | $1.7 |
| Debt\tSecurities | 96.6 | 5.3 | 0.1 |
| Total | $240.5 | $36.3 | $1.8 |

The	amortized	cost	of	debt	securities	was	$91.9	million	as	of	December	31,	2011	and	$91.0	million	as	of	December	31,	2010.		As	of	December	31,	2011,	the	debt	securities	have	an	average	coupon	rate of	approximately	3.81%,	an	average	duration	of	approximately	4.94	years,	and	an	average	maturity	of	approximately	8.96	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.

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair\nValue | Unrealized\nLosses | Fair\nValue | Unrealized\nLosses |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Less\tthan\t12\tmonths | $11.6 | $0.3 | $5.5 | $0.2 |
| More\tthan\t12\tmonths | 10.0 | 1.3 | 0.2 | - |
| \t\tTotal | $21.6 | $1.6 | $5.7 | $0.2 |

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) | (In\tMillions) |  |
| Less\tthan\t12\tmonths | $- | $- | $4.8 | $0.1 |
| More\tthan\t12\tmonths | 18.9 | 1.7 | 0.2 | - |
| \t\tTotal | $18.9 | $1.7 | $5.0 | $0.1 |

| less	than	1	year | $3.9 | $5.3 |
| :--- | :--- | :--- |
| 1\tyear\t-\t5\tyears | 39.8 | 28.1 |
| 5\tyears\t-\t10\tyears | 22.2 | 31.5 |
| 10\tyears\t-\t15\tyears | 18.9 | 14.1 |
| 15\tyears\t-\t20\tyears | 2.2 | 2.9 |
| 20\tyears+ | 17.8 | 14.7 |
| \t\tTotal | $104.8 | $96.6 |

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2011 |  |  |  |
| Equity\tSecurities | $237.2 | $35.4 | $5.4 |
| Debt\tSecurities | 186.2 | 9.5 | 0.1 |
| Total | $423.4 | $44.9 | $5.5 |
| 2010 |  |  |  |
| Equity\tSecurities | $224.0 | $37.3 | $5.2 |
| Debt\tSecurities | 163.9 | 4.4 | 1.5 |
| Total | $387.9 | $41.7 | $6.7 |

|  | Equity	Securities | Equity	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  | Fair\nValue | Gross\nUnrealized\nLosses | Fair\nValue | Gross\nUnrealized\nLosses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $41.3 | $1.8 | $10.5 | $0.1 |
| More\tthan\t12\tmonths | 30.0 | 3.6 | - | - |
| \t\tTotal | $71.3 | $5.4 | $10.5 | $0.1 |

|  | Equity	Securities | Debt	Securities | Debt	Securities | Debt	Securities |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $- | $- | $63.0 | $1.5 |
| More\tthan\t12\tmonths | 61.1 | 5.2 | - | - |
| \t\tTotal | $61.1 | $5.2 | $63.0 | $1.5 |

| less	than	1	year | $10.2 | $1.8 |
| :--- | :--- | :--- |
| 1\tyear\t-\t5\tyears | 94.6 | 79.8 |
| 5\tyears\t-\t10\tyears | 57.9 | 52.3 |
| 10\tyears\t-\t15\tyears | 2.6 | 2.5 |
| 15\tyears\t-\t20\tyears | 2.9 | 3.8 |
| 20\tyears+ | 18.0 | 23.7 |
| \t\tTotal | $186.2 | $163.9 |

# Other-than-temporary	impairments	and	unrealized	gains	and	losses

Entergy,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	evaluate	unrealized	losses	at	the	end	of	each	period	to	determine	whether	an	other-than- temporary	impairment	has	occurred.		The	assessment	of	whether	an	investment	in	a	debt	security	has	suffered	an	other-than-temporary	impairment	is	based	on	whether	Entergy	has	the	intent	to	sell	or more	likely	than	not	will	be	required	to	sell	the	debt	security	before	recovery	of	its	amortized	costs.		Further,	if	Entergy	does	not	expect	to	recover	the	entire	amortized	cost	basis	of	the	debt	security,	an other-than-temporary	impairment	is	considered	to	have	occurred	and	it	is	measured	by	the	present	value	of	cash	flows	expected	to	be	collected	less	the	amortized	cost	basis	(credit	loss).		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	years	ended	December	31,	2011	and	2010.		The	assessment	of	whether	an	investment	in	an	equity	security	has	suffered	an	other-than-temporary impairment	continues	to	be	based	on	a	number	of	factors	including,	first,	whether	Entergy	has	the	ability	and	intent	to	hold	the	investment	to	recover	its	value,	the	duration	and	severity	of	any	losses,	and, then,	whether	it	is	expected	that	the	investment	will	recover	its	value	within	a	reasonable	period	of	time.		Entergy's	trusts	are	managed	by	third	parties	who	operate	in	accordance	with	agreements	that define	investment	guidelines	and	place	restrictions	on	the	purchases	and	sales	of	investments.		Entergy	recorded	charges	to	other	income	of	$0.1	million	in	2011,	$1	million	in	2010,	and	$86	million	in 2009,	resulting	from	the	recognition	of	the	other-than-temporary	impairment	of	certain	equity	securities	held	in	its	decommissioning	trust	funds.

# NOTE	18.			VARIABLE	INTEREST	ENTITIES	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy Texas,	and	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	revised	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.		See	Note	4	to	the	financial	statements	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.

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	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	5	to	the	financial	statements	for	additional	details	regarding	the	storm	cost recovery	bonds.

Entergy	Louisiana	Investment	Recovery	Funding	I,	L.L.C.,	a	company	wholly-owned	and	consolidated	by	Entergy	Louisiana,	is	a	variable	interest	entity	and	Entergy	Louisiana	is	the	primary beneficiary.		In	September	2011,	Entergy	Louisiana	Investment	Recovery	Funding	issued	investment	recovery	bonds	to	recover	Entergy	Louisiana's	investment	recovery	costs	associated	with	the cancelled	Little	Gypsy	repowering	project.		With	the	proceeds,	Entergy	Louisiana	Investment	Recovery	Funding	purchased	from	Entergy	Louisiana	the	investment	recovery	property,	which	is	the	right	to recover	from	customers	through	an	investment	recovery	charge	amounts	sufficient	to	service	the	bonds.		The	investment	recovery	property	is	reflected	as	a	regulatory	asset	on	the	consolidated	Entergy Louisiana	balance	sheet.		The	creditors	of	Entergy	Louisiana	do	not	have	recourse	to	the	assets	or	revenues	of	Entergy	Louisiana	Investment	Recovery	Funding,	including	the	investment	recovery property,	and	the	creditors	of	Entergy	Louisiana	Investment	Recovery	Funding	do	not	have	recourse	to	the	assets	or	revenues	of	Entergy	Louisiana.		Entergy	Louisiana	has	no	payment	obligations	to Entergy	Louisiana	Investment	Recovery	Funding	except	to	remit	investment	recovery	charge	collections.		See	Note	5	to	the	financial	statements	for	additional	details	regarding	the	investment	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	financial statements.		Entergy	Louisiana	made	payments	on	its	lease,	including	interest,	of	$50.4	million	in	2011,	$35.1	million	in	2010,	and	$32.5	million	in	2009.		System	Energy	made	payments	on	its	lease, including	interest,	of	$49.4	million	in	2011,	$48.6	million	in	2010,	and	$47.8	million	in	2009.		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.

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.

# NOTE	19.				TRANSACTIONS	WITH	AFFILIATES	(Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and System	Energy)

Each	Registrant	Subsidiary	purchases	electricity	from	or	sells	electricity	to	the	other	Registrant	Subsidiaries,	or	both,	under	rate	schedules	filed	with	FERC.		The	Registrant	Subsidiaries	receive management,	technical,	advisory,	operating,	and	administrative	services	from	Entergy	Services;	receive	management,	technical,	and	operating	services	from	Entergy	Operations;	and	until	the	first	quarter 2011	purchased	fuel	from	System	Fuels.		These	transactions	are	on	an	"at	cost"	basis.		In	addition,	Entergy	Power	sells	electricity	to	Entergy	Arkansas,	Entergy	Louisiana,	and	Entergy	New	Orleans.		RS Cogen	sells	electricity	to	Entergy	Gulf	States	Louisiana.

As	described	in	Note	1	to	the	financial	statements,	all	of	System	Energy's	operating	revenues	consist	of	billings	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New

# Orleans.

As	described	in	Note	4	to	the	financial	statements,	the	Registrant	Subsidiaries	participate	in	Entergy's	money	pool	and	earn	interest	income	from	the	money	pool.		Entergy	Arkansas,	Entergy	Mississippi, and	Entergy	New	Orleans	also	received	interest	income	from	System	Fuels	until	the	first	quarter	2011,	when	System	Fuels	repaid	each	company's	investment	in	System	Fuels.		As	described	in	Note	2	to the	financial	statements,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	receive	preferred	membership	distributions	from	Entergy	Holdings	Company.

The	tables	below	contain	the	various	affiliate	transactions	of	the	Utility	operating	companies,	System	Energy,	and	other	Entergy	affiliates.

# Intercompany	Interest	and	Investment	Income

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tMillions) |  |  |  |
| 2011 | $0.1 | $32.5 | $78.1 | $0.1 | $0.1 | $0.0 | $0.6 |
| 2010 | $0.6 | $26.5 | $67.6 | $0.3 | $0.2 | $0.1 | $0.7 |
| 2009 | $0.9 | $19.5 | $55.5 | $0.8 | $0.7 | $0.4 | $1.9 |

# NOTE	20.		QUARTERLY	FINANCIAL	DATA	(UNAUDITED)	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy New	Orleans,	Entergy	Texas,	and	System	Energy)

Operating	results	for	the	four	quarters	of	2011	and	2010	for	Entergy	Corporation	and	subsidiaries	were:

|  | Operating | Operating | Consolidated | Entergy |
| :--- | :--- | :--- | :--- | :--- |
|  | Revenues | Income | Net\tIncome | Corporation |
|  |  | (In\tThousands) | (In\tThousands) |  |
| 2011: |  |  |  |  |
| First\tQuarter | $2,541,208 | $510,891 | $253,678 | $248,663 |
| Second\tQuarter | $2,803,279 | $558,738 | $320,598 | $315,583 |
| Third\tQuarter | $3,395,553 | $600,909 | $633,069 | $628,054 |
| Fourth\tQuarter | $2,489,033 | $342,696 | $160,027 | $154,139 |
| 2010: |  |  |  |  |
| First\tQuarter | $2,759,347 | $476,714 | $218,814 | $213,799 |
| Second\tQuarter | $2,862,950 | $626,241 | $320,283 | $315,266 |
| Third\tQuarter | $3,332,176 | $770,642 | $497,901 | $492,886 |
| Fourth\tQuarter | $2,533,104 | $393,780 | $233,307 | $228,291 |

# Earnings	per	Average	Common	Share

|  | 2011 | 2011 | 2010 | 2010 |
| :--- | :--- | :--- | :--- | :--- |
|  | Basic | Diluted | Basic | Diluted |
| First\tQuarter | $1.39 | $1.38 | $1.13 | $1.12 |
| Second\tQuarter | $1.77 | $1.76 | $1.67 | $1.65 |
| Third\tQuarter | $3.55 | $3.53 | $2.65 | $2.62 |
| Fourth\tQuarter | $0.88 | $0.88 | $1.27 | $1.26 |

The	business	of	the	Utility	operating	companies	is	subject	to	seasonal	fluctuations	with	the	peak	periods	occurring	during	the	third	quarter.		Operating	results	for	the	Registrant	Subsidiaries	for the	four	quarters	of	2011	and	2010	were:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2011: |  |  |  |  |  |  |  |
| First\tQuarter | $443,498 | $495,898 | $515,434 | $288,983 | $158,256 | $348,884 | $128,395 |
| Second\tQuarter | $516,833 | $522,562 | $651,847 | $302,194 | $150,498 | $444,423 | $129,120 |
| Third\tQuarter | $658,356 | $596,948 | $786,814 | $365,569 | $182,032 | $556,955 | $152,431 |
| Fourth\tQuarter | $465,623 | $519,001 | $554,820 | $309,724 | $139,399 | $406,937 | $153,465 |
| 2010: |  |  |  |  |  |  |  |
| First\tQuarter | $531,894 | $498,675 | $611,524 | $244,135 | $180,026 | $336,206 | $128,584 |
| Second\tQuarter | $540,535 | $509,225 | $619,473 | $309,261 | $138,685 | $471,153 | $124,419 |
| Third\tQuarter | $575,062 | $632,772 | $768,190 | $408,692 | $189,698 | $514,786 | $151,781 |
| Fourth\tQuarter | $434,956 | $456,349 | $539,579 | $270,834 | $151,040 | $368,286 | $153,800 |
|  |  |  | Operating\tIncome\t(Loss) |  |  |  |  |
|  |  | Entergy |  |  |  |  |  |
|  | Entergy | Gulf\tStates | Entergy | Entergy | Entergy | Entergy | System |

# Operating	Income	(Loss)

|  | Arkansas | Louisiana | Louisiana | Mississippi | New	Orleans | Texas | Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2011: |  |  |  |  |  |  |  |
| First\tQuarter | $60,905 | $83,069 | $47,561 | $37,286 | $16,933 | $45,593 | $36,387 |
| Second\tQuarter | $99,072 | $89,860 | $96,648 | $50,280 | $15,710 | $57,682 | $33,996 |
| Third\tQuarter | $164,822 | $100,276 | ($61,706) | $60,885 | $36,603 | $86,810 | $38,520 |
| Fourth\tQuarter | $33,555 | $57,506 | $3,606 | $32,938 | ($6,118) | $24,935 | $41,699 |
| 2010: |  |  |  |  |  |  |  |
| First\tQuarter | $41,917 | $75,702 | $56,328 | $27,501 | $21,479 | $42,083 | $38,396 |
| Second\tQuarter | $108,793 | $82,594 | $90,115 | $64,573 | $10,027 | $53,615 | $42,292 |
| Third\tQuarter | $166,575 | $127,825 | $120,872 | $62,488 | $26,356 | $72,496 | $42,033 |
| Fourth\tQuarter | $8,731 | $38,486 | $29,359 | $26,714 | $3,970 | $22,380 | $42,426 |
|  |  |  | Net\tIncome\t(Loss) |  |  |  |  |
|  |  | Entergy |  |  |  |  |  |
|  | Entergy | Gulf\tStates | Entergy | Entergy | Entergy | Entergy | System |

# Net	Income	(Loss)

|  | Arkansas | Louisiana | Louisiana | Mississippi | New	Orleans | Texas | Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2011: |  |  |  |  |  |  |  |
| First\tQuarter | $25,608 | $45,670 | $40,298 | $17,314 | $8,927 | $15,726 | $19,336 |
| Second\tQuarter | $50,298 | $49,310 | $75,103 | $23,829 | $8,207 | $23,097 | $21,986 |
| Third\tQuarter | $80,945 | $51,946 | $337,722 | $33,169 | $18,943 | $40,875 | $14,263 |
| Fourth\tQuarter | $8,040 | $56,101 | $20,800 | $34,417 | ($101) | $1,147 | $8,612 |
| 2010: |  |  |  |  |  |  |  |
| First\tQuarter | $15,253 | $38,083 | $36,833 | $11,550 | $11,517 | $12,418 | $20,613 |
| Second\tQuarter | $55,401 | $32,154 | $61,259 | $34,744 | $5,529 | $22,333 | $20,442 |
| Third\tQuarter | $93,290 | $76,939 | $94,320 | $34,499 | $15,540 | $31,132 | $22,299 |
| Fourth\tQuarter | $8,674 | $43,562 | $39,023 | $4,584 | ($1,472) | $317 | $19,270 |

# Earnings	Applicable	to	Common	Equity

|  |  | Entergy |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans |
|  |  |  | (In\tThousands) |  |  |
| 2011: |  |  |  |  |  |
| First\tQuarter | $23,890 | $45,464 | $38,560 | $16,607 | $8,686 |
| Second\tQuarter | $48,580 | $49,104 | $73,365 | $23,122 | $7,966 |
| Third\tQuarter | $79,227 | $51,740 | $335,984 | $32,462 | $18,702 |
| Fourth\tQuarter | $6,321 | $55,894 | $19,064 | $33,710 | ($343) |
| 2010: |  |  |  |  |  |
| First\tQuarter | $13,535 | $37,877 | $35,095 | $10,843 | $11,276 |
| Second\tQuarter | $53,683 | $31,946 | $59,521 | $34,037 | $5,288 |
| Third\tQuarter | $91,572 | $76,733 | $92,582 | $33,792 | $15,298 |
| Fourth\tQuarter | $6,955 | $43,355 | $37,287 | $3,877 | ($1,713) |

Part	I	Item	1

Entergy	Corporation,	Utility	operating	companies,	and	System	Energy

# ENTERGY'S	BUSINESS

Entergy	is	an	integrated	energy	company	engaged	primarily	in	electric	power	production	and	retail	electric	distribution	operations.		Entergy	owns	and	operates	power	plants	with	approximately	30,000 MW	of	aggregate	electric	generating	capacity,	including	over	10,000	MW	of	nuclear-fueled	capacity.	 	Entergy's	Utility	business	delivers	electricity	to	2.8	million	utility	customers	in	Arkansas, Louisiana,	Mississippi,	and	Texas.		Entergy	generated	annual	revenues	of	$11.2	billion	in	2011	and	had	approximately	15,000	employees	as	of	December	31,	2011.

·  The	Utility	business	segment	includes	the	generation,	transmission,	distribution,	and	sale	of	electric	power	in	portions	of	Arkansas,	Mississippi,	Texas,	and	Louisiana,	including	the	City	of	New Orleans;	and	operates	a	small	natural	gas	distribution	business.		As	discussed	in	more	detail	in	"Plan	to	Spin	Off	the	Utility's	Transmission	Business"	section	of	Entergy	Corporation	and Subsidiaries	Management's	Financial	Discussion	and	Analysis	in	December	2011,	Entergy	entered	into	an	agreement	to	spin	off	its	transmission	business	and	merge	it	with	a	newly-formed subsidiary	of	ITC	Holdings	Corp.

See	Note	13	to	the	financial	statements	for	financial	information	regarding	Entergy's	business	segments.

# Strategy

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

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

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

# Customers

As	of	December	31,	2011,	the	Utility	operating	companies	provided	retail	electric	and	gas	service	to	customers	in	Arkansas,	Louisiana,	Mississippi,	and	Texas,	as	follows:

|  |  | Electric	Customers | Electric	Customers | Gas	Customers | Gas	Customers |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Area\tServed | (In\tThousands) | (%) | (In\tThousands) | (%) |
| Entergy\tArkansas | Portions\tof\tArkansas | 693 | 25% |  |  |
| Entergy\tGulf\tStates\n\t\tLouisiana | Portions\tof\tLouisiana | 384 | 14% | 92 | 48% |
| Entergy\tLouisiana | Portions\tof\tLouisiana | 669 | 24% |  |  |
| Entergy\tMississippi | Portions\tof\tMississippi | 437 | 16% |  |  |
| Entergy\tNew\tOrleans | City\tof\tNew\tOrleans* | 161 | 6% | 101 | 52% |
| Entergy\tTexas | Portions\tof\tTexas | 413 | 15% |  |  |
| \t\t\t\t\tTotal\tcustomers |  | 2,757 | 100% | 193 | 100% |

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

# Electric	Energy	Sales

The	electric	energy	sales	of	the	Utility	operating	companies	are	subject	to	seasonal	fluctuations,	with	the	peak	sales	period	normally	occurring	during	the	third	quarter	of	each	year.		On	August	3, 2011,	Entergy	reached	a	2011	peak	demand	of	22,387	MWh,	compared	to	the	2010	peak	of	21,799	MWh	recorded	on	August	2,	2010.		Selected	electric	energy	sales	data	is	shown	in	the	table	below:

# Selected	2011	Electric	Energy	Sales	Data

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy | Entergy<br>(a) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tGWh) | (In\tGWh) |  |  |  |
| Sales\tto\tretail |  |  |  |  |  |  |  |  |
| \tcustomers | 21,584 | 19,885 | 31,744 | 13,574 | 5,120 | 16,863 | - | 108,688 |
| Sales\tfor\tresale: |  |  |  |  |  |  |  |  |
| Affiliates | 6,893 | 8,595 | 2,145 | 431 | 1,167 | 4,158 | 9,293 | - |
| Others | 1,304 | 1,013 | 185 | 332 | 19 | 1,258 | - | 4,111 |
| Total | 29,781 | 29,493 | 34,074 | 14,337 | 6,306 | 22,279 | 9,293 | 112,799 |
| Average\tuse\tper |  |  |  |  |  |  |  |  |
| residential\tcustomer |  |  |  |  |  |  |  |  |
| (kWh) | 14,119 | 16,376 | 16,022 | 15,948 | 13,231 | 16,719 | - | 15,528 |

(a) Includes	the	effect	of	intercompany	eliminations.

The	following	table	illustrates	the	Utility	operating	companies'	2011	combined	electric	sales	volume	as	a	percentage	of	total	electric	sales	volume,	and	2011	combined	electric	revenues	as	a	percentage	of total	2011	electric	revenue,	each	by	customer	class.

| Customer	Class | %	of	Sales	Volume | %	of	Revenue |
| :--- | :--- | :--- |
| Residential | 32.5 | 38.8 |
| Commercial | 25.5 | 26.9 |
| Industrial\t(a) | 36.2 | 26.6 |
| Governmental | 2.2 | 2.4 |
| Wholesale/Other | 3.6 | 5.3 |

(a) Major	industrial	customers	are	in	the	chemical,	petroleum	refining,	and	pulp	and	paper	industries.

See	"Selected	Financial	Data"	for	each	of	the	Utility	operating	companies	for	the	detail	of	their	sales	by	customer	class	for	2007-2011.

# Selected	2011	Natural	Gas	Sales	Data

Entergy	New	Orleans	and	Entergy	Gulf	States	Louisiana	provide	both	electric	power	and	natural	gas	to	retail	customers.		Entergy	New	Orleans	and	Entergy	Gulf	States	Louisiana	sold	10,074,754	and 7,005,074	Mcf,	respectively,	of	natural	gas	to	retail	customers	in	2011.		In	2011,	97%	of	Entergy	Gulf	States	Louisiana's	operating	revenue	was	derived	from	the	electric	utility	business,	and	only	3% from	the	natural	gas	distribution	business.		For	Entergy	New	Orleans,	84%	of	operating	revenue	was	derived	from	the	electric	utility	business	and	16%	from	the	natural	gas	distribution	business	in 2011.		Following	is	data	concerning	Entergy	New	Orleans's	2011	retail	operating	revenue	sources.

| Customer	Class | Electric	Operating<br>Revenue | Natural	Gas<br>Revenue |
| :--- | :--- | :--- |
| Residential | 42% | 52% |
| Commercial | 37% | 24% |
| Industrial | 7% | 8% |
| Governmental/Municipal | 14% | 16% |

# Retail	Rate	Regulation

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

Each	Utility	operating	company	regularly	participates	in	retail	rate	proceedings.		The	status	of	material	retail	rate	proceedings	is	described	in	Note	2	to	the	financial	statements.		Certain	aspects	of	the Utility	operating	companies'	retail	rate	mechanisms	are	discussed	below.

Entergy	Arkansas's	rate	schedules	include	an	energy	cost	recovery	rider	to	recover	fuel	and	purchased	energy	costs	in	monthly	bills.		The	rider	utilizes	prior	calendar	year	energy	costs	and	projected energy	sales	for	the	twelve-month	period	commencing	on	April	1	of	each	year	to	develop	an	energy	cost	rate,	which	is	redetermined	annually	and	includes	a	true-up	adjustment	reflecting	the	over- recovery	or	under-recovery,	including	carrying	charges,	of	the	energy	cost	for	the	prior	calendar	year.		The	energy	cost	recovery	rider	tariff	also	allows	an	interim	rate	request	depending	upon	the	level	of over-	or	under-recovery	of	fuel	and	purchased	energy	costs.		In	December	2007,	the	APSC	issued	an	order	stating	that	Entergy	Arkansas's	energy	cost	recovery	rider	will	remain	in	effect,	and	any	future termination	of	the	rider	would	be	subject	to	eighteen	months	advance	notice	by	the	APSC,	which	would	occur	following	notice	and	hearing.

# Storm	Cost	Recovery

See	Note	2	to	the	financial	statements	for	a	discussion	of	proceedings	regarding	recovery	of	Entergy	Arkansas's	storm	restoration	costs.

# Fuel	Recovery

Entergy	Gulf	States	Louisiana's	electric	rates	include	a	fuel	adjustment	clause	designed	to	recover	the	cost	of	fuel	and	purchased	power	costs.		The	fuel	adjustment	clause	contains	a	surcharge	or	credit for	deferred	fuel	expense	and	related	carrying	charges	arising	from	the	monthly	reconciliation	of	actual	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

To	help	stabilize	electricity	costs,	Entergy	Gulf	States	Louisiana	received	approval	from	the	LPSC	to	hedge	its	exposure	to	natural	gas	price	volatility	through	the	use	of	financial	instruments.		Entergy Gulf	States	Louisiana	hedges	approximately	one-third	of	the	projected	exposure	to	natural	gas	price	changes	for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.		The	hedge	quantity is	reviewed	on	an	annual	basis.

Entergy	Gulf	States	Louisiana's	gas	rates	include	a	purchased	gas	adjustment	clause	based	on	estimated	gas	costs	for	the	billing	month	adjusted	by	a	surcharge	or	credit	that	arises	from	an	annual reconciliation	of	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

To	help	stabilize	retail	gas	costs,	Entergy	Gulf	States	Louisiana	received	approval	from	the	LPSC	to	hedge	its	exposure	to	natural	gas	price	volatility	for	its	gas	purchased	for	resale	through	the	use	of financial	instruments.		Entergy	Gulf	States	Louisiana	hedges	approximately	one-half	of	the	projected	natural	gas	volumes	used	to	serve	its	natural	gas	customers	for	November	through	March.		The	hedge quantity	is	reviewed	on	an	annual	basis.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Gulf	States	Louisiana's	filings	to	recover	storm-related	costs.

Entergy	Louisiana's	rate	schedules	include	a	fuel	adjustment	clause	designed	to	recover	the	cost	of	fuel	and	purchased	power	costs.		The	fuel	adjustment	clause	contains	a	surcharge	or	credit	for	deferred fuel	expense	and	related	carrying	charges	arising	from	the	monthly	reconciliation	of	actual	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

In	the	Delaney	vs.	Entergy	Louisiana	proceeding,	the	LPSC	ordered	Entergy	Louisiana,	beginning	with	the	May	2000	fuel	adjustment	clause	filing,	to	re-price	costs	flowed	through	its	fuel	adjustment clause	related	to	the	Evangeline	gas	contract	so	that	the	price	included	for	fuel	adjustment	clause	recovery	shall	thereafter	be	at	the	rate	of	the	Henry	Hub	first	of	the	month	cash	market	price	(as	reported by	the	publication	Inside	FERC)	plus	$0.24	per	mmBtu	for	the	month	for	which	the	fuel	adjustment	clause	is	calculated,	irrespective	of	the	actual	cost	for	the	Evangeline	contract	quantity	reflected	in	that month's	fuel	adjustment	clause.		The	Evangeline	gas	contract	expires	on	January	1,	2013.

To	help	stabilize	electricity	costs,	Entergy	Louisiana	received	approval	from	the	LPSC	in	2001	to	hedge	its	exposure	to	natural	gas	price	volatility	through	the	use	of	financial	instruments.		Entergy Louisiana	hedges	approximately	one-third	of	the	projected	exposure	to	natural	gas	price	changes	for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.		The	hedge	quantity	is reviewed	on	an	annual	basis.

In	September	2002,	Entergy	Louisiana	settled	a	proceeding	that	concerned	a	contract	entered	into	by	Entergy	Louisiana	to	purchase,	through	2031,	energy	generated	by	a	hydroelectric	facility	known	as the	Vidalia	project.		In	the	settlement,	the	LPSC	approved	Entergy	Louisiana's	proposed	treatment	of	the	regulatory	effect	of	the	benefit	from	a	tax	accounting	election	related	to	that	project.		In	general, the	settlement	permitted	Entergy	Louisiana	to	keep	a	portion	of	the	tax	benefit	in	exchange	for	bearing	the	risk	associated	with	sustaining	the	tax	treatment.		See	Note	8	to	the	financial	statements	for additional	discussion	of	the	obligations	related	to	the	Vidalia	project	and	the	sharing	of	tax	benefits	with	customers.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Louisiana's	filings	to	recover	storm-related	costs.

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

# Power	Management	Rider

The	MPSC	approved	the	purchase	of	the	Attala	power	plant	in	November	2005.		In	December	2005,	the	MPSC	issued	an	order	approving	the	investment	cost	recovery	through	its	power management	rider	and	limited	the	recovery	to	a	period	that	begins	with	the	closing	date	of	the	purchase	and	ends	the	earlier	of	the	date	costs	are	incorporated	into	base	rates	or	December	31,	2006.		As	a consequence	of	the	events	surrounding	Entergy	Mississippi's	ongoing	efforts	to	recover	storm	restoration	costs	associated	with	Hurricane	Katrina,	in	October	2006,	the	MPSC	approved	a	revision	to Entergy	Mississippi's	power	management	rider.		The	revision	has	the	effect	of	allowing	Entergy	Mississippi	to	recover	the	annual	ownership	costs	of	the	Attala	plant	until	such	time	as	a	general	rate	case is	filed.

To	help	stabilize	electricity	costs,	Entergy	Mississippi	received	approval	from	the	MPSC	to	hedge	its	exposure	to	natural	gas	price	volatility	through	the	use	of	financial	instruments.		Entergy	Mississippi hedges	approximately	one-half	of	the	projected	exposure	to	natural	gas	price	changes	for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.		The	hedge	quantity	is	reviewed	on	an annual	basis.

Entergy	Mississippi	maintains	a	storm	damage	reserve	pursuant	to	orders	of	the	MPSC	and	consistent	with	the	regulatory	accounting	requirements.		Entergy	Mississippi's	storm	damage	reserve	is	funded through	its	storm	damage	rider	schedule.		In	August	2011,	Entergy	Mississippi	filed	with	the	MPSC	a	notice	of	its	intent	to	revise	the	storm	damage	rider	schedule	to	recover	over	a	36-month	period approximately	$30	million	and	to	increase	the	level	of	monthly	accruals	to	the	storm	damage	reserve	from	the	current	level	of	$750,000	per	month	to	$1.75	million	per	month,	and	to	increase	the	current level	of	the	storm	reserve	cap	during	which	funds	will	accrue	from	$15	million	to	$25	million.		The	cap	is	the	level	of	the	storm	reserve	balance	at	which	monthly	accruals	would	temporarily	cease.		The amounts	of	the	monthly	accruals	and	the	cap	have	not	been	revised	since	2001	and	the	current	amounts	do	not	reflect	the	costs	of	current	storm	restoration	activities.		Consideration	of	Entergy Mississippi's	notice	is	pending.

Entergy	New	Orleans's	gas	rate	schedules	include	a	purchased	gas	adjustment	to	reflect	estimated	gas	costs	for	the	billing	month,	adjusted	by	a	surcharge	or	credit	similar	to	that	included	in	the	electric fuel	adjustment	clause,	including	carrying	charges.		In	October	2005,	the	City	Council	approved	modification	of	the	current	gas	cost	collection	mechanism	effective	November	2005	in	order	to	address concerns	regarding	its	fluctuations,	particularly	during	the	winter	heating	season.		The	modifications	are	intended	to	minimize	fluctuations	in	gas	rates	during	the	winter	months.

To	help	stabilize	retail	gas	costs,	Entergy	New	Orleans	received	approval	from	the	City	Council	to	hedge	its	exposure	to	natural	gas	price	volatility	for	its	gas	purchased	for	resale	through	the	use	of financial	instruments.		Entergy	New	Orleans	hedges	approximately	one-half	of	the	projected	natural	gas	volumes	used	to	serve	its	natural	gas	customers	for	November	through	March.		The	hedge quantity	is	reviewed	on	an	annual	basis.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	New	Orleans's	efforts	to	recover	storm-related	costs.

Entergy	Texas's	rate	schedules	include	a	fixed	fuel	factor	to	recover	fuel	and	purchased	power	costs,	including	carrying	charges,	that	are	not	included	in	base	rates.		Semi-annual	revisions	of	the	fixed fuel	factor	are	made	in	March	and	September	based	on	the	market	price	of	natural	gas	and	changes	in	fuel	mix.		The	amounts	collected	under	Entergy	Texas's	fixed	fuel	factor	and	any	interim	surcharge or	refund	are	subject	to	fuel	reconciliation	proceedings	before	the	PUCT.		The	PUCT	fuel	cost	reviews	are	discussed	in	Note	2	to	the	financial	statements.

See	Note	2	to	the	financial	statements	for	a	discussion	of	proceedings	regarding	recovery	of	Entergy	Texas's	storm	restoration	costs.

# Electric	Industry	Restructuring

In	June	2009,	a	law	was	enacted	in	Texas	that	requires	Entergy	Texas	to	cease	all	activities	relating	to	Entergy	Texas's	transition	to	competition.		The	law	allows	Entergy	Texas	to	remain	a	part	of	the SERC	Region,	although	it	does	not	prevent	Entergy	Texas	from	joining	another	power	region.		The	law	provides	that	proceedings	to	certify	a	power	region	that	Entergy	Texas	belongs	to	as	a	qualified power	region	can	be	initiated	by	the	PUCT,	or	on	motion	by	another	party,	when	the	conditions	supporting	such	a	proceeding	exist.		Under	the	new	law,	the	PUCT	may	not	approve	a	transition	to competition	plan	for	Entergy	Texas	until	the	expiration	of	four	years	from	the	PUCT's	certification	of	Entergy	Texas's	power	region.		In	response	to	the	new	law,	Entergy	Texas	in	June	2009	gave	notice to	the	PUCT	of	the	withdrawal	of	its	previously	filed	transition	to	competition	plan,	and	requested	that	its	transition	to	competition	proceeding	be	dismissed.		In	July	2009	the	ALJ	dismissed	the proceeding.

	The	new	law	also	contains	provisions	that	allow	Entergy	Texas	take	advantage	of	a	cost	recovery	mechanism	that	permits	annual	filings	for	the	recovery	of	reasonable	and	necessary expenditures	for	transmission	infrastructure	improvement	and	changes	in	wholesale	transmission	charges.		This	mechanism	was	previously	available	to	other	non-ERCOT	Texas	utility	companies,	but not	to	Entergy	Texas.

In	September	2011,	 the	PUCT	adopted	a	proposed	rule	 implementing	a	Distribution	Cost	Recovery	Factor	 to	recover	capital	and	capital-related	costs	related	 to	distribution	 infrastructure.	 	The Distribution	Cost	Recovery	Factor	permits	utilities	once	per	year	to	implement	an	increase	in	rates	above	amounts	reflected	in	base	rates	to	reflect	depreciation	expense,	federal	income	tax	and	other taxes,	and	return	on	investment.		The	Distribution	Cost	Recovery	Factor	rider	may	be	changed	a	maximum	of	four	times	between	base	rate	cases,	and	expires	in	January	2017,	unless	otherwise	extended by	the	Texas	Legislature.

The	new	law	further	amends	already	existing	law	that	had	required	Entergy	Texas	to	propose	for	PUCT	approval	a	tariff	to	allow	eligible	customers	the	ability	to	contract	for	competitive	generation.		The amending	language	in	the	new	law	provides,	among	other	things,	that:		1)	the	tariff	shall	not	be	implemented	in	a	manner	that	harms	the	sustainability	or	competitiveness	of	manufacturers	who	choose not	to	participate	in	the	tariff;	2)	Entergy	Texas	shall	"purchase	competitive	generation	service,	selected	by	the	customer,	and	provide	the	generation	at	retail	to	the	customer";	and	3)		Entergy	Texas	shall provide	and	price	transmission	service	and	ancillary	services	under	that	tariff	at	a	rate	that	is	unbundled	from	its	cost	of	service.				The	new	law	directs	that	the	PUCT	may	not	issue	an	order	on	the	tariff that	is	contrary	to	an	applicable	decision,	rule,	or	policy	statement	of	a	federal	regulatory	agency	having	jurisdiction.

Entergy	Texas	and	the	other	parties	to	the	PUCT	proceeding	to	determine	the	design	of	the	competitive	generation	tariff	were	involved	in	negotiations	throughout	2011	with	the	objective	of	resolving	as many	disputed	issues	as	possible	regarding	the	tariff.		While	these	negotiations	remain	pending,	the	PUCT	has	directed	the	parties	to	file	testimony	allowing	it	to	consider	and	resolve	certain	threshold issues	related	to	the	design	of	the	program,	including:		1)	the	definition	and	calculation	of	any	cost	unrecovered	by	Entergy	Texas	as	a	result	of	the	tariff;	2)	who	should	be	eligible	to	take	service	under the	tariff;	and	3)	what	ratepayers	should	be	responsible	for	paying	any	unrecovered	costs	experienced	by	Entergy	Texas.		Testimony	addressing	these	issues	has	been	submitted	and	a	hearing	is scheduled	for	April	2012.

# Franchises

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

Entergy	Gulf	States	Louisiana	holds	non-exclusive	franchises	to	provide	electric	service	in	approximately	56	incorporated	municipalities	and	the	unincorporated	areas	of	approximately	18	parishes,	and	to provide	gas	service	in	the	City	of	Baton	Rouge	and	the	unincorporated	areas	of	two	parishes.		Most	of	Entergy	Gulf	States	Louisiana's	franchises	have	a	term	of	60	years.		Entergy	Gulf	States Louisiana's	current	electric	franchises	expire	during	2015-2046.

Entergy	Louisiana	holds	non-exclusive	franchises	to	provide	electric	service	in	approximately	116	incorporated	Louisiana	municipalities.		Most	of	these	franchises	have	25-year	terms.		Entergy	Louisiana also	supplies	electric	service	in	approximately	45	Louisiana	parishes	in	which	it	holds	non-exclusive	franchises.		Entergy	Louisiana's	electric	franchises	expire	during	2015-2036.

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

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

Entergy	Texas	holds	a	certificate	of	convenience	and	necessity	from	the	PUCT	to	provide	electric	service	to	areas	within	approximately	27	counties	in	eastern	Texas,	and	holds	non-exclusive	franchises to	provide	electric	service	in	approximately	68	incorporated	municipalities.		Entergy	Texas	was	typically	granted	50-year	franchises,	but	recently	has	been	receiving	25-year	franchises.		Entergy	Texas's electric	franchises	expire	during	2013-2058.

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

# Property	and	Other	Generation	Resources

# Generating	Stations

The	total	capability	of	the	generating	stations	owned	and	leased	by	the	Utility	operating	companies	and	System	Energy	as	of	December	31,	2011,	is	indicated	below:

| Company | Total | Gas/Oil | Nuclear | Coal | Hydro |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | 4,774 | 1,668 | 1,823 | 1,209 | 74 |
| Entergy\tGulf\tStates\tLouisiana | 3,317 | 1,980 | 974 | 363 | - |
| Entergy\tLouisiana | 5,424 | 4,265 | 1,159 | - | - |
| Entergy\tMississippi | 3,229 | 2,809 | - | 420 | - |
| Entergy\tNew\tOrleans | 764 | 764 | - | - | - |
| Entergy\tTexas | 2,538 | 2,269 | - | 269 | - |
| System\tEnergy | 1,071 | - | 1,071 | - | - |
| \t\tTotal | 21,117 | 13,755 | 5,027 | 2,261 | 74 |

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

The	Entergy	System's	load	and	capacity	projections	are	reviewed	periodically	to	assess	the	need	and	timing	for	additional	generating	capacity	and	interconnections.		These	reviews	consider	existing	and projected	demand,	the	availability	and	price	of	power,	the	location	of	new	load,	and	the	economy.		Summer	peak	load	in	the	Entergy	System	service	territory	has	averaged	21,246	MW	from	2002- 2011.		In	the	2002	time	period,	the	Entergy	System's	long-term	capacity	resources,	allowing	for	an	adequate	reserve	margin,	were	approximately	3,000	MW	less	than	the	total	capacity	required	for	peak period	demands.		In	this	time	period	the	Entergy	System	met	its	capacity	shortages	almost	entirely	through	short-term	power	purchases	in	the	wholesale	spot	market.		In	the	fall	of	2002,	the	Entergy System	began	a	program	to	add	new	resources	to	its	existing	generation	portfolio	and	began	a	process	of	issuing	requests	for	proposals	(RFP)	to	procure	supply-side	resources	from	sources	other	than	the spot	market	to	meet	the	unique	regional	needs	of	the	Utility	operating	companies.		The	Entergy	System	has	adopted	a	long-term	resource	strategy	that	calls	for	the	bulk	of	capacity	needs	to	be	met through	long-term	resources,	whether	owned	or	contracted.		Entergy	refers	to	this	strategy	as	the	"Portfolio	Transformation	Strategy".		Over	the	past	nine	years,	Portfolio	Transformation	has	resulted	in the	addition	of	about	4,500	MW	of	new	long-term	resources.		These	figures	do	not	include	transactions	currently	pending	as	a	result	of	the	Summer	2009	RFP.		When	the	Summer	2009	RFP	transactions are	included	in

the	Entergy	System	portfolio	of	long-term	resources	and	adjusting	for	unit	deactivations	of	older	generation,	the	Entergy	System	is	approximately	500	MW	short	of	its	projected	2012	peak	load	plus reserve	margin.		This	remaining	need	is	expected	to	be	met	through	a	nuclear	uprate	at	Grand	Gulf	and	limited-term	resources.		The	Entergy	System	will	continue	to	access	the	spot	power	market	to economically	purchase	energy	in	order	to	minimize	customer	cost.		In	addition,	Entergy	considers	in	its	planning	processes	the	notices	from	Entergy	Arkansas	and	Entergy	Mississippi	regarding	their future	withdrawal	from	the	System	Agreement.		Furthermore,	as	with	other	transmission	systems,	there	are	certain	times	during	which	congestion	occurs	on	the	Utility	operating	companies'	transmission system	that	limits	the	ability	of	the	Utility	operating	companies	as	well	as	other	parties	to	fully	utilize	the	generating	resources	that	have	been	granted	transmission	service.

# RFP	Procurements

The	RFPs	issued	by	the	Entergy	System	since	the	fall	of	2002	have	sought	resources	needed	to	meet	near-term	summer	reliability	requirements	as	well	as	longer-term	resources	through	a	broad	range	of wholesale	power	products,	including	limited-term	(1	to	3	years)	and	long-term	contractual	products	and	asset	acquisitions.		Detailed	evaluation	processes	have	been	developed	to	analyze	submitted proposals,	and,	with	the	exception	of	the	January	2008	RFP	and	the	2008	Western	Region	RFP,	each	RFP	has	been	overseen	by	an	independent	monitor.		The	following	table	illustrates	the	results	of	the RFP	process	for	resources	acquired	since	the	Fall	2002	RFP.		The	contracts	below	were	primarily	with	non-affiliated	suppliers,	with	the	exception	of	contracts	with	EWO	Marketing	for	the	sale	of	185 MW	to	206	MW	from	the	RS	Cogen	plant	and	contracts	with	Entergy	Power	for	the	sale	of	approximately	100	MW	from	the	Independence	plant.

| RFP | Short-<br>term	3rd<br>party | Limited-term<br>affiliate | Limited-<br>term	3rd<br>party | Long-term<br>affiliate | Long-term<br>3rd	party | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fall\t2002 | - | 185-206\tMW | 231\tMW | 101-121\tMW | 718\tMW\t(d) | 1,235-1,276 |
|  |  | (a) |  | (b) |  | MW |
| January\t2003 | 222\tMW |  | - | - | - | 222\tMW |
| supplemental |  |  |  |  |  |  |
| Spring\t2003 | - | - | 381\tMW | (c) | - | 381\tMW |
| Fall\t2003 | - | - | 390\tMW | - | - | 390\tMW |
| Fall\t2004 | - | - | 1,250\tMW | - | - | 1,250\tMW |
| 2006\tLong-Term | - | - | - | 538\tMW\t(e) | 789\tMW\t(f) | 1,327\tMW |
| Fall\t2006 | - | - | 780\tMW | - | - | 780\tMW |
| January\t2008\t(g) | - | - | - | - | - | - |
| 2008\tWestern\tRegion | - | - | 300\tMW | - | - | 300\tMW |
| Summer\t2008\t(h) | - | - | 200\tMW | - | - | 200\tMW |
| January\t2009\tWestern\nRegion | - | - | - | - | 150-300\tMW | 150-300\tMW |
| July\t2009\tBaseload | - | 336\tMW\n(i) | - | - | - | 336\tMW |
| Summer\t2009\tLong-Term\n(j) | - | - | - | 551\tMW | 1555\tMW | 2106\tMW |

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

(c) This	 table	 does	 not	 reflect	 (i)	 the	 River	 Bend 30% life-of-unit	 purchased	 power	 agreements	 totaling approximately	300	MW	between	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	(200	MW),	and	between Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans	(100	MW)	related	to	Entergy	Gulf	States	Louisiana's unregulated	portion	of	the	River	Bend	nuclear	station,	which	portion	was	formerly	owned	by	Cajun	Electric Power	Cooperative,	Inc.	or	(ii)	the	Entergy	Arkansas	wholesale	base	load	capacity	life-of-unit	purchased	power agreements	executed	in	2003	totaling	approximately	220	MW	between	Entergy	Arkansas	and	Entergy	Louisiana (110	MW)	and	between	Entergy	Arkansas	and	Entergy	New	Orleans	(110	MW)	related	to	the	sale	of	a	portion of	Entergy	Arkansas's	coal	and	nuclear	base	load	resources	(which	were	not	included	in	retail	rates);	or	(iii)	12- month	agreements	originally	executed	in	2005	and	which	are	renewed	annually	between	Entergy	Arkansas	and Entergy	Gulf	States	Louisiana	and	Entergy	Texas,	and	between	Entergy	Arkansas	and	Entergy	Mississippi, relating	to	the	sale	of	a	portion	of	Entergy	Arkansas's	coal	and	nuclear	base	load	resources	(which	were	not included	in	retail	rates)	to	those	companies.		These	resources	were	identified	outside	of	the	formal	RFP	process but	were	submitted	as	formal	proposals	in	response	to	the	Spring	2003	RFP,	which	confirmed	the	economic merits	of	these	resources.

(d) Entergy	Louisiana's	June	2005	purchase	of	the	718	MW,	gas-fired	Perryville	plant,	of	which	a	total	of	75%	of the	output	is	sold	to	Entergy	Gulf	States	Louisiana	and	Entergy	Texas.

(e) In	2011	the	LPSC	approved	Entergy	Louisiana's	cancellation	of	the	Little	Gypsy	Unit	3	re-powering	project selected	from	the	2006	Long-Term	RFP.

(f) Entergy	Arkansas's	September	2008	purchase	of	the	789	MW,	combined-cycle,	gas-fired	Ouachita	Generating Facility,	of	which	one-third	of	the	output	was	sold	to	Entergy	Gulf	States	Louisiana	prior	to	the	purchase	of	one- third	of	the	facility	by	Entergy	Gulf	States	Louisiana	in	November	2009.

(g) At	the	direction	of	the	LPSC,	but	with	full	reservation	of	all	legal	rights,	Entergy	Services	issued	the	January	2008 RFP	for	Supply-Side	Resources	seeking	fixed	price	unit	contingent	products.		Although	the	LPSC	request	was directed	to	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana,	Entergy	Services	issued	the	RFP	on	behalf	of	all of	the	Utility	operating	companies.		No	proposals	were	selected	from	this	RFP.

(h) In	October	2008,	in	response	to	the	U.S.	financial	crisis,	Entergy	Services	on	behalf	of	the	Utility	operating companies	terminated	all	long-term	procurement	efforts,	including	the	long-term	portion	of	the	Summer	2008	RFP.

(i) Represents	the	self-supply	alternative	considered	in	the	RFP,	consisting	of	a	cost-based	purchase	by	Entergy Texas,	Entergy	Louisiana,	and	Entergy	Mississippi	of	wholesale	baseload	capacity	from	Entergy	Arkansas.

(j) Includes	the	Ninemile	self-build	option,	acquisitions	from	KGen	of	its	Hinds	and	Hot	Spring	facilities	and	a	long-

term	PPA	with	Calpine	Carville.		Contracts	from	the	Summer	2009	Long-Term	RFP	have	been	executed	but	are

still	pending	regulatory	approvals.

Entergy	Louisiana	and	Entergy	New	Orleans	currently	purchase,	pursuant	to	ten-year	purchased	power	agreements	that	expire	in	2013,	121	MW	of	capacity	and	energy	from	Entergy	Power sourced	from	Independence	Steam	Electric	Station	Unit	2.		The	transaction,	which	originated	from	the	Fall	2002	RFP,	included	an	option	for	Entergy	Louisiana	and	Entergy	New	Orleans	to	acquire	an ownership	interest	in	the	unit	for	a	total	price	of	$80	million,	subject	to	various	adjustments.		In	March	2008,	Entergy	Louisiana	and	Entergy	New	Orleans	provided	notice	of	their	intent	to	exercise	the option.		Entergy	Louisiana	and	Entergy	New	Orleans	continue	to	evaluate	the	economics	of	proceeding	with	this	option.		Based	upon	changes	in	the	long-term	economics	of	the	resource	relative	to current	options,	in	August	2011,	Entergy	Louisiana	made	a	filing	with	the	LPSC	seeking	relief	from	the	prior	directive	to	exercise	the	option	to	purchase	an	ownership	interest	in	the	Independence unit.		The	LPSC	staff	filed	testimony	suggesting	that	the	option	should	be	exercised	but	noting	that	this	is	largely	a	policy	decision	for	the	LPSC.

In	June	2011,	Entergy	Louisiana	filed	with	the	LPSC	an	application	seeking	certification	that	the	public	necessity	and	convenience	would	be	served	by	Entergy	Louisiana's	construction	of	a nominally-sized	550	MW	combined-cycle	gas	turbine	generating	facility	(Ninemile	6)	at	its	existing	Ninemile	Point	electric	generating	station	that	was	selected	in	the	Summer	2009	Long-Term RFP.		For	additional	discussion	of	the	Ninemile	6	project	see	Capital	Expenditure	Plans	and	Other	uses	of	Capital	in	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis.

In	December	2010,	on	behalf	of	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana,	Entergy	Services	issued	the	2010	RFP	for	Long-Term	Renewable	Energy	Resources	seeking	up	to	233	MW	of renewable	generation	resources	to	meet	the	requirements	of	an	LPSC	general	order	issued	in	December	2010.		In	November	2011,	Entergy	Services	selected	five	resources	for	a	total	of	143	MW	for	the primary	selection	list	and	two	additional	proposals,	representing	103	MW	for	the	secondary	selection	list.		The	seven	proposals	collectively	represent	a	mixture	of	as-available	and	baseload	products, technologies,	and	geographic	locations.

In	June	2011,	on	behalf	of	Entergy	Arkansas,	Entergy	Services	issued	the	2011	RFP	for	Transition	Plan	Resources.		The	RFP	sought	up	to	750	MW	of	flexible	generation	resources	through	one	or	more purchased	power	agreements	to	address	Entergy	Arkansas's	requirements	for	its	2014-2016	time	frame.		Entergy	Arkansas	concluded	its	review	and	evaluation	of	the	proposals	submitted	in	response	to the	RFP	in	November	2011	and	selected	two	proposals	totaling	approximately	795	MW	for	negotiation	of	definitive	agreements.

In	December	2011,	on	behalf	of	Entergy	Texas,	Entergy	Services	issued	the	2011	Western	Region	RFP	for	Long-Term	Supply	Side	Resources.		This	RFP	is	seeking	approximately	300	MW	of baseload	or	flexible	capacity,	energy,	and	other	electric	products	to	meet	the	long-term	reliability	needs	of	the	Western	Region	beginning	in	2017.		This	RFP	includes	a	self-build	option	at	Entergy Texas's	Lewis	Creek	site.

# Other	Procurements	From	Third	Parties

The	above	table	does	not	include	resource	acquisitions	made	outside	of	the	RFP	process,	including	Entergy	Mississippi's	January	2006	acquisition	of	the	480	MW,	combined-cycle,	gas-fired	Attala power	plant;	Entergy	Gulf	States	Louisiana's	March	2008	acquisition	of	the	322	MW,	simple-cycle,	gas-fired	Calcasieu	Generating	Facility;	and	Entergy	Louisiana's	April	2011	acquisition	of	the	580 MW,	combined-cycle,	gas-fired	Acadia	Energy	Center	Unit	2.		The	above	table	also	does	not	reflect	various	limited-	and	long-term	contracts	that	have	been	entered	into	in	recent	years	by	the	Utility operating	companies	as	a	result	of	bilateral	negotiations.

# Interconnections

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

# Gas	Property

As	of	December	31,	2011,	Entergy	New	Orleans	distributed	and	transported	natural	gas	for	distribution	within	Algiers	and	New	Orleans,	Louisiana,	through	2,500	miles	of	gas	pipeline.		As	of	December 31,	2011,	the	gas	properties	of	Entergy	Gulf	States	Louisiana,	which	are	located	in	and	around	Baton	Rouge,	Louisiana,	were	not	material	to	Entergy	Gulf	States	Louisiana's	financial	position.

# Title

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

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

# Fuel	Supply

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

|  | Natural	Gas | Natural	Gas | Nuclear | Nuclear | Coal | Coal | Power | Power |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year | %\nof\nGen | Cents\nPer\nkWh | %\nof\nGen | Cents\nPer\nkWh | %\nof\nGen | Cents\nPer\nkWh | %\nof\nGen | Cents\nPer\nkWh |
| 2011 | 25 | 4.85 | 34 | .81 | 13 | 2.31 | 28 | 4.59 |
| 2010 | 22 | 5.39 | 36 | .78 | 13 | 2.00 | 29 | 5.28 |
| 2009 | 19 | 5.64 | 34 | .66 | 12 | 2.04 | 35 | 5.29 |

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

|  |  |  |  |  |  |  | Purchased | Purchased |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Natural\tGas | Natural\tGas | Nuclear | Nuclear | Coal | Coal | Power | Power |
|  | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 |
| Entergy\tArkansas\t(a) | 3% | 11% | 57% | 52% | 24% | 23% | 16% | 14% |
| Entergy\tGulf\tStates\tLouisiana | 29% | 31% | 27% | 19% | 10% | 11% | 34% | 39% |
| Entergy\tLouisiana | 29% | 27% | 36% | 40% | 2% | 2% | 33% | 31% |
| Entergy\tMississippi | 39% | 40% | 23% | 23% | 19% | 20% | 19% | 17% |
| Entergy\tNew\tOrleans | 37% | 34% | 45% | 45% | 9% | 9% | 9% | 12% |
| Entergy\tTexas | 37% | 19% | 12% | 16% | 9% | 11% | 42% | 54% |
| System\tEnergy\t(b) | - | - | 100% | 100% | - | - | - | - |
| Utility\t(a) | 25% | 23% | 34% | 34% | 13% | 13% | 28% | 30% |

(a) Hydroelectric	power	provided	less	than	1%	of	Entergy	Arkansas's	generation	in	2011	and	is	expected	to	provide less	than	1%	of	its	generation	in	2012.

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

and	Entergy	New	Orleans.

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

# Natural	Gas

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

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

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

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

Entergy	Gulf	States	Louisiana	has	executed	three	one-	to	three-year	contracts	that	will	supply	approximately	90%	of	Nelson	Unit	6	coal	needs	in	2012.		Additional	PRB	coal	will	be	purchased	through contracts	with	a	term	of	less	than	one	year	to	provide	the	remaining	supply	needs.		For	the	same	reasons	as	for	Entergy	Arkansas's	plants,	no	alternative	coal	consumption	is	expected	at	Nelson	Unit	6 during	2012.		Coal	will	be	transported	to	Nelson	via	a	new	transportation	agreement	beginning	January	1,	2012	that	will	provide	approximately	90%	to	100%	of	rail	transportation	requirements	for	2012.

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

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

# Nuclear	Fuel

The	nuclear	fuel	cycle	consists	of	the	following:

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

·  conversion	of	the	concentrate	to	uranium	hexafluoride	gas;

·  enrichment	of	the	uranium	hexafluoride	gas;

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

·  disposal	of	spent	fuel.

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

processing.		The	Registrant	Subsidiaries	purchase	enriched	uranium	hexafluoride	for	their	nuclear	plant	reload	requirements	at	the	average	inventory	cost	from	the	shared	regulated	uranium pool.		Entergy	Operations	Inc.	contracts	separately	for	the	fabrication	of	nuclear	fuel	as	agent	on	behalf	of	each	of	the	Registrant	Subsidiaries	that	owns	a	nuclear	plant.		All	contracts	for	the	disposal	of spent	nuclear	fuel	are	between	the	Department	of	Energy	(DOE)	and	the	owner	of	a	nuclear	power	plant.

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

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

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

# Natural	Gas	Purchased	for	Resale

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

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

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

# Federal	Regulation	of	the	Utility

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

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

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

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

In	November	2009	the	FERC	accepted	the	notices	of	cancellation	and	determined	that	Entergy	Arkansas	and	Entergy	Mississippi	are	permitted	to	withdraw	from	the	System	Agreement	following	the	96 month	notice	period	without	payment	of	a	fee	or	being	required	to	otherwise	compensate	the	remaining	Utility	operating	companies	as	a	result	of	withdrawal.		In	February	2011	the	FERC	denied	the LPSC's	and	the	City	Council's	rehearing	requests.		The	LPSC	has	appealed	the	FERC's	decision	to	the	U.S.	Court	of	Appeals	for	the	District	of	Columbia,	and	oral	argument	was	held	in	the	case	in January	2012.

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

# Transmission

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

See	"Independent	Coordinator	of	Transmission"	in	the	"Rate,	Cost-recovery,	and	Other	Regulation"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Financial	Discussion	and

# Analysis.

# System	Energy	and	Related	Agreements

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

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

# Unit	Power	Sales	Agreement

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

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

# Availability	Agreement

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

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

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

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

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

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

Since	commercial	operation	of	Grand	Gulf	began,	payments	under	the	Unit	Power	Sales	Agreement	to	System	Energy	have	exceeded	the	amounts	payable	under	the	Availability	Agreement.	Therefore, no	payments	under	the	Availability	Agreement	have	ever	been	required.		If	Entergy	Arkansas	or	Entergy	Mississippi	fails	to	make	its	Unit	Power	Sales	Agreement	payments,	and	System	Energy	is unable	to	obtain	funds	from	other	sources,	Entergy	Louisiana	and	Entergy	New	Orleans	could	become	subject	to	claims	or	demands	by	System	Energy	or	its	creditors	for	payments	or	advances	under	the Availability	Agreement	(or	the	assignments	thereof)	equal	to	the	difference	between	their	required	Unit	Power	Sales	Agreement	payments	and	their	required	Availability	Agreement	payments	because their	Availability	Agreement	obligations	exceed	their	Unit	Power	Sales	Agreement	obligations.

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

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

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

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

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

# Service	Companies

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

# Jurisdictional	Separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas

Effective	December	31,	2007,	Entergy	Gulf	States,	Inc.	completed	a	jurisdictional	separation	into	two	vertically	integrated	utility	companies,	one	operating	under	the	sole	retail	jurisdiction	of	the	PUCT, Entergy	Texas,	and	the	other	operating	under	the	sole	retail	jurisdiction	of	the	LPSC,	Entergy	Gulf	States	Louisiana.		Management	believes	that	the	jurisdictional	separation	better	aligns	Entergy	Gulf States,	Inc.'s	Louisiana	and	Texas	operations	to	serve	customers	in	those	states	and	to	operate	consistent	with	state-specific	regulatory	requirements	as	the	utility	regulatory	environments	in	those jurisdictions	evolve.		The	jurisdictional	separation	provides	for	regulation	of	each	separated	company	by	a	single	retail	regulator,	which	should	reduce	regulatory	complexity.

Entergy	Texas	now	owns	all	Entergy	Gulf	States,	Inc.	distribution	and	transmission	assets	located	in	Texas,	the	gas-fired	generating	plants	located	in	Texas,	undivided	42.5%	ownership	shares	of Entergy	Gulf	States,	Inc.'s	70%	ownership	interest	in	Nelson	6	and	42%	ownership	interest	in	Big	Cajun	2,	Unit	3,	which	are	coal-fired	generating	plants	located	in	Louisiana,	and	other	assets	and contract	rights	to	the	extent	related	to	utility	operations	in	Texas.		Entergy	Gulf	States	Louisiana	now	owns	all	of	the	remaining	assets	that	were	owned	by	Entergy	Gulf	States,	Inc.		On	a	book	value	basis, approximately	58.1%	of	the	Entergy	Gulf	States,	Inc.	assets	were	allocated	to	Entergy	Gulf	States	Louisiana	and	approximately	41.9%	were	allocated	to	Entergy	Texas.

Entergy	Gulf	States	Louisiana	remained	primarily	liable	for	all	of	the	long-term	debt	issued	by	Entergy	Gulf	States,	Inc.	that	was	outstanding	on	December	31,	2007.		Under	a	debt	assumption agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	its	pro	rata	share	of	this	long-term	debt,	which	was	$1.079	billion,	or	approximately	46%,	which	had	been	entirely	paid-off	as	of December	31,	2010.		The	pro	rata	share	of	the	long-term	debt	assumed	by	Entergy	Texas	was	determined	by	first	determining	the	net	assets	for	each	company	on	a	book	value	basis,	and	then	calculating a	debt	assumption	ratio	that	resulted	in	the	common	equity	ratios	for	each	company	being	approximately	the	same	as	the	Entergy	Gulf	States,	Inc.	common	equity	ratio	immediately	prior	to	the jurisdictional	separation.

Entergy	Texas	purchases	from	Entergy	Gulf	States	Louisiana	pursuant	to	a	life-of-unit	purchased	power	agreement	(PPA)	a	42.5%	share	of	capacity	and	energy	from	the	70%	of	River	Bend subject	to	retail	regulation.		Entergy	Texas	was	allocated	a	share	of	River	Bend's	nuclear	and	environmental	liabilities	that	is	identical	to	the	share	of	the	plant's	output	purchased	by	Entergy	Texas	under the	PPA.		Entergy	Gulf	States	Louisiana	purchases	a	57.5%	share

of	capacity	and	energy	from	the	gas-fired	generating	plants	owned	by	Entergy	Texas,	and	Entergy	Texas	purchases	a	42.5%	share	of	capacity	and	energy	from	the	gas-fired	generating	plants	owned	by Entergy	Gulf	States	Louisiana.		The	PPAs	associated	with	the	gas-fired	generating	plants	will	terminate	when	the	unit(s)	is/are	no	longer	dispatched	by	the	Entergy	System.		The	dispatch	and	operation	of the	generating	plants	will	not	change	as	a	result	of	the	jurisdictional	separation.

The	jurisdictional	separation	occurred	through	completion	of	the	following	steps:

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

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

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

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

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

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

# Earnings	Ratios	of	Registrant	Subsidiaries

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

# Ratios	of	Earnings	to	Fixed	Charges

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | 4.31 | 3.91 | 2.39 | 2.33 | 3.19 |
| Entergy\tGulf\tStates\tLouisiana | 4.36 | 3.58 | 2.99 | 2.44 | 2.84 |
| Entergy\tLouisiana | 1.86 | 3.41 | 3.52 | 3.14 | 3.44 |
| Entergy\tMississippi | 3.55 | 3.35 | 3.31 | 2.92 | 3.22 |
| Entergy\tNew\tOrleans | 5.37 | 4.43 | 3.61 | 3.71 | 2.74 |
| Entergy\tTexas | 2.34 | 2.10 | 1.92 | 2.04 | 2.07 |
| System\tEnergy | 3.85 | 3.64 | 3.73 | 3.29 | 3.95 |

# Ratios	of	Earnings	to	Combined	Fixed

# Charges	and	Preferred	Dividends	or	Distributions

|  |  | Ratios	of	Earnings	to	Combined	Fixed | Ratios	of	Earnings	to	Combined	Fixed | Ratios	of	Earnings	to	Combined	Fixed |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions |  |
|  | 2011 | 2010 | Years\tEnded\tDecember\t31,\n2009 | 2008 | 2007 |
| Entergy\tArkansas | 3.83 | 3.60 | 2.09 | 1.95 | 2.88 |
| Entergy\tGulf\tStates\tLouisiana | 4.30 | 3.54 | 2.95 | 2.42 | 2.73 |
| Entergy\tLouisiana | 1.70 | 3.19 | 3.27 | 2.87 | 3.08 |
| Entergy\tMississippi | 3.27 | 3.16 | 3.06 | 2.67 | 2.97 |
| Entergy\tNew\tOrleans | 4.74 | 4.08 | 3.33 | 3.45 | 2.54 |

The	Registrant	Subsidiaries	accrue	interest	expense	related	to	unrecognized	tax	benefits	in	income	tax	expense	and	do	not	include	it	in	fixed	charges.

During	2010	Entergy	integrated	its	non-utility	nuclear	and	its	non-nuclear	wholesale	assets	businesses	into	a	new	organization	called	Entergy	Wholesale	Commodities.

Entergy	Wholesale	Commodities	includes	the	ownership	and	operation	of	six	nuclear	power	plants,	five	of	which	are	located	in	the	Northeast	United	States,	with	the	sixth	located	in	Michigan,	and	is primarily	focused	on	selling	electric	power	produced	by	those	plants	to	wholesale	customers.		Entergy	Wholesale	Commodities'	revenues	are	primarily	derived	from	sales	of	energy	and	generation capacity	from	these	plants.		Entergy	Wholesale	Commodities	also	provides	operations	and	management	services,	including	decommissioning	services,	to	nuclear	power	plants	owned	by	other	utilities	in the	United	States.

Entergy	Wholesale	Commodities	also	includes	the	ownership	of,	or	participation	in	joint	ventures	that	own,	non-nuclear	power	plants	and	the	sale	to	wholesale	customers	of	the	electric	power	produced by	these	plants.

# Property

# Nuclear	Generating	Stations

Entergy	Wholesale	Commodities	includes	the	ownership	of	the	following	nuclear	power	plants:

| Power	Plant | Market | In<br>Service<br>Year | Acquired | Location | Capacity-<br>Reactor	Type | License<br>Expiration<br>Date |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Pilgrim | IS0-NE | 1972 | July\t1999 | \t Plymouth,\tMA | \t 688\tMW\t-\tBoiling\tWater | 2012 |
| FitzPatrick | NYISO | 1975 | Nov.\t2000 | \t Oswego,\tNY | \t 838\tMW\t-\tBoiling\tWater | 2034 |
| Indian\tPoint\t3 | NYISO | 1976 | Nov.\t2000 | \t Buchanan,\tNY | \t 1,041\tMW\t-\tPressurized\nWater | 2015 |
| Indian\tPoint\t2 | NYISO | 1974 | Sept.\t2001 | \t Buchanan,\tNY | \t 1,028\tMW\t-\tPressurized\nWater | 2013 |
| Vermont\tYankee | IS0-NE | 1972 | July\t2002 | \t Vernon,\tVT | \t 605\tMW\t-\tBoiling\tWater | 2032 |
| Palisades | MISO | 1971 | Apr.\t2007 | \t South\tHaven,\tMI | \t 811\tMW\t-\tPressurized\nWater | 2031 |

Entergy	Wholesale	Commodities	also	includes	the	ownership	of	two	non-operating	nuclear	facilities,	Big	Rock	Point	in	Michigan	and	Indian	Point	1	in	New	York	that	were	acquired	when	Entergy purchased	the	Palisades	and	Indian	Point	2	nuclear	plants,	respectively.		These	facilities	are	in	various	stages	of	the	decommissioning	process.

The	NRC	operating	license	for	Vermont	Yankee	was	to	expire	in	March	2012.		In	March	2011	the	NRC	renewed	Vermont	Yankee's	operating	license	for	an	additional	20	years,	as	a	result	of which	the	license	now	expires	in	2032.		For	additional	discussion	regarding	the	continued	operation	of	the	Vermont	Yankee	plant,	see	" Impairment	of	Long-Lived	Assets"	in	Note	1	to	the	financial statements.

The	operating	licenses	for	Pilgrim,	Indian	Point	2,	and	Indian	Point	3	expire	between	2012	and	2015.		Under	federal	law,	nuclear	power	plants	may	continue	to	operate	beyond	their	license expiration	dates	while	their	renewal	applications	are	pending	NRC	approval.		Various	parties	have	expressed	opposition	to	renewal	of	the	licenses.		With	respect	to	the	Pilgrim	license	renewal,	the Atomic	Safety	and	Licensing	Board	(ASLB)	of	the	NRC,	after	issuing	an	order	denying	a	new	hearing	request,	terminated	its	proceeding	on	Pilgrim's	license	renewal	application.		With	the	ASLB process	concluded	the	proceeding,	including	appeals	of	certain	ASLB	decisions,	is	now	before	the	NRC.

In	April	2007,	Entergy	submitted	an	application	to	the	NRC	to	renew	the	operating	licenses	for	Indian	Point	2	and	3	for	an	additional	20	years.		The	ASLB	has	admitted	21	contentions	raised	by the	State	of	New	York	or	other	parties,	which	were	combined	into	16	discrete	issues.		Two	of	the	issues	have	been	resolved,	leaving	14	issues	that	are	currently	subject	to	ASLB	hearings.		In	July	2011, the	ASLB	granted	the	State	of	New	York's	motion	for	summary

disposition	of	an	admitted	contention	challenging	the	adequacy	of	a	section	of	Indian	Point's	environmental	analysis	as	incorporated	in	the	FSEIS	(discussed	below).		That	section	provided	cost	estimates for	Severe	Accident	Mitigation	Alternatives	(SAMAs),	which	are	hardware	and	procedural	changes	that	could	be	implemented	to	mitigate	estimated	impacts	of	off-site	radiological	releases	in	case	of	a hypothesized	severe	accident.		In	addition	to	finding	that	the	SAMA	cost	analysis	was	insufficient,	the	ASLB	directed	the	NRC	staff	to	explain	why	cost-beneficial	SAMAs	should	not	be	required	to	be implemented.		Entergy	appealed	the	ASLB's	decision	to	the	NRC	and	the	NRC	staff	supported	Entergy's	appeal,	while	the	State	of	New	York	opposed	it.		In	December	2011	the	NRC	denied	Entergy's appeal	as	premature,	stating	that	the	appeal	could	be	renewed	at	the	conclusion	of	the	ASLB	proceedings.

# Non-nuclear	Generating	Stations

Entergy	Wholesale	Commodities	includes	the	ownership,	or	interests	in	joint	ventures	that	own,	the	following	non-nuclear	power	plants:

| Plant | Location | Ownership | Capacity(1) |
| :--- | :--- | :--- | :--- |
| Rhode\tIsland\tState\tEnergy\tCenter;\t583\tMW | Johnston,\tRI | 100% | 583\tMW |
| Ritchie\tUnit\t2;\t\t\t544\tMW | \t Helena,\tAR | 100% | 544\tMW |
| Independence\tUnit\t2;\t\t\t842\tMW\t(2) | \t Newark,\tAR | 14% | 121\tMW(3) |
| Top\tof\tIowa;\t\t\t80\tMW\t(4) | \t Worth\tCounty,\tIA | 50% | 40\tMW |
| White\tDeer;\t\t\t80\tMW\t(4) | \t Amarillo,\tTX | 50% | 40\tMW |
| RS\tCogen;\t\t\t425\tMW\t(4) | \t Lake\tCharles,\tLA | 50% | 213\tMW |
| Nelson\t6;\t\t\t550\tMW | \t Westlake,\tLA | 11% | 60\tMW(3) |

(1) "Net	Owned	Capacity"	refers	to	the	nameplate	rating	on	the	generating	unit.

(2) Entergy	 Louisiana	 and	 Entergy	 New	 Orleans	 currently	 purchase 101	 MW of	 capacity	 and	 energy	 from Independence	Unit	2.	 	The	transaction	included	an	option	for	Entergy	Louisiana	and	Entergy	New	Orleans	to acquire	an	ownership	interest	in	the	unit	for	a	total	price	of	$80	million,	subject	to	various	adjustments.		In	March 2008,	Entergy	Louisiana	and	Entergy	New	Orleans	provided	notice	of	their	intent	to	exercise	the	option.		Entergy Louisiana	and	Entergy	New	Orleans	continue	to	evaluate	the	economics	of	proceeding	with	this	option.		Based upon	changes	in	the	long-term	economics	of	the	resource	relative	to	current	options,	in	August	2011,	Entergy Louisiana	made	a	filing	with	the	LPSC	seeking	relief	from	the	prior	directive	to	exercise	the	option	to	purchase	an ownership	interest	in	the	Independence	unit.		The	LPSC	staff	filed	testimony	suggesting	that	the	option	should	be exercised	but	noting	that	this	is	largely	a	policy	decision	for	the	LPSC.

(3) The	owned	MW	capacity	is	the	portion	of	the	plant	capacity	owned	by	Entergy	Wholesale	Commodities.		For	a complete	listing	of	Entergy's	jointly-owned	generating	stations,	refer	to	"Jointly-Owned	Generating	Stations"	in Note	1	to	the	financial	statements.

(4) Indirectly	owned	through	interests	in	unconsolidated	joint	ventures.

In	the	fourth	quarter	2010,	Entergy	sold	its	61	percent	share	of	the	Harrison	County	550	MW	combined	cycle	gas-fired	power	plant.

# Independent	System	Operators

The	Pilgrim	and	Vermont	Yankee	and	Rhode	Island	plants	fall	under	the	authority	of	the	Independent	System	Operator	(ISO)	New	England	and	the	FitzPatrick	and	Indian	Point	plants	fall	under	the authority	of	the	New	York	Independent	System	Operator	(NYISO).		The	Palisades	plant	falls	under	the	authority	of	the	MISO.		The	primary	purpose	of	ISO	New	England,	NYISO,	and	MISO	is	to	direct the	operations	of	the	major	generation	and	transmission	facilities	in	their	respective	regions;	ensure	grid	reliability;	administer	and	monitor	wholesale	electricity	markets;	and	plan	for	their	respective region's	energy	needs.

# Energy	and	Capacity	Sales

As	a	wholesale	generator,	Entergy	Wholesale	Commodities	core	business	is	selling	energy,	measured	in	MWh,	to	its	customers.		Entergy	Wholesale	Commodities	enters	into	forward	contracts	with	its customers	and	sells	energy	in	the	day	ahead	or	spot	markets.		In	addition	to	selling	the	energy	produced	by	its	plants,	Entergy	Wholesale	Commodities	sells	unforced	capacity,	which	allows	load-serving entities	to	meet	specified	reserve	and	related	requirements	placed	on	them	by	the	ISOs	in	their	respective	areas.		Entergy	Wholesale	Commodities'	forward	fixed	price	power	contracts	consist	of	contracts to	sell	energy	only,	contracts	to	sell	capacity	only,	and	bundled	contracts	in	which	it	sells	both	capacity	and	energy.		While	the	terminology	and	payment	mechanics	vary	in	these	contracts,	each	of	these types	of	contracts	requires	Entergy	Wholesale	Commodities	to	deliver	MWh	of	energy,	make	capacity	available,	or	both.		See	"Commodity	Price	Risk	-	Power	Generation"	in	Entergy	Corporation	and Subsidiaries	Management's	Financial	Discussion	and	Analysis	for	additional	information	regarding	these	contracts.

In	addition	to	the	contracts	discussed	in	"Commodity	Price	Risk	-	Power	Generation,"	Entergy's	purchase	of	the	Vermont	Yankee	plant	included	a	value	sharing	agreement	providing	for payments	to	the	seller	in	the	event	that	the	plant	operates	beyond	March	2012	pursuant	to	a	renewed	NRC	operating	license.		Under	the	value	sharing	agreement,	to	the	extent	that	the	average	annual price	of	the	energy	sales	from	the	plant	exceeds	the	specified	strike	price,	initially	$61/MWh	and	then	adjusted	annually	based	on	three	indices,	Vermont	Yankee	will	pay	50%	of	the	amount	exceeding the	strike	prices	to	the	seller.		These	payments,	if	required,	will	be	recorded	as	adjustments	to	the	purchase	price	of	the	plants.		The	value	sharing	would	begin	in	2012	and	extend	into	2022.

As	part	of	the	purchase	of	the	Palisades	plant,	Entergy	executed	a	15-year	PPA	with	the	seller,	Consumers	Energy,	for	100%	of	the	plant's	output,	excluding	any	future	uprates.		Under	the purchased	power	agreement,	Consumers	Energy	will	receive	the	value	of	any	new	environmental	credits	for	the	first	ten	years	of	the	agreement.		Palisades	and	Consumers	Energy	will	share	on	a	50/50 basis	the	value	of	any	new	environmental	credits	for	years	11	through	15	of	the	agreement.		The	environmental	credits	are	defined	as	benefits	from	a	change	in	law	that	causes	capability	of	the	plant	as	of the	purchase	date	to	become	a	tradable	attribute	(e.g.,	emission	credit,	renewable	energy	credit,	environmental	credit,	"green"	credit,	etc.)	or	otherwise	to	have	a	market	value.

Entergy	Wholesale	Commodities'	customers	for	the	sale	of	both	energy	and	capacity	from	its	nuclear	plants	include	retail	power	providers,	utilities,	electric	power	co-operatives,	power	trading organizations	and	other	power	generation	companies.		These	customers	include	Consolidated	Edison,	NYPA,	and	Consumers	Energy,	companies	from	which	Entergy	purchased	plants,	and	ISO	New England	and	NYISO.		Substantially	all	of	the	counterparties	or	their	guarantors	for	the	planned	energy	output	under	contract	for	Entergy	Wholesale	Commodities	nuclear	plants	have	public	investment grade	credit	ratings	or	are	load-serving	entities	without	public	credit	ratings.

# Competition

The	ISO	New	England	and	NYISO	markets	are	highly	competitive.	 	Entergy	Wholesale	Commodities	has	numerous	competitors	in	New	England	and	New	York,	including	generation companies	affiliated	with	regulated	utilities,	other	independent	power	producers,	municipal	and	co-operative	generators,	owners	of	co-generation	plants	and	wholesale	power	marketers.	 	Entergy Wholesale	Commodities	is	an	independent	power	producer,	which	means	it	generates	power	for	sale	to	third	parties	at	day	ahead	or	spot	market	prices	to	the	extent	that	the	power	is	not	sold	under	a fixed	price	contract.		Municipal	and	co-operative	generators	also	generate	power	but	use	most	of	it	to	deliver	power	to	their	municipal	or	co-operative	power	customers.		Owners	of	co-generation	plants produce	power	primarily	for	their	own	consumption.		Wholesale	power	marketers	do	not	own	generation;	rather	they	buy	power	from	generators	or	other	market	participants	and	resell	it	to	retail providers	or	other	market	participants.		Competition	in	the	New	England	and	New	York	power	markets	is	affected	by,	among	other	factors,	the	amount	of	generation	and	transmission	capacity	in	these markets.		MISO	does	not	have	a	formal,	centralized	forward	capacity	market,	but	load	serving	entities	do	transact	capacity	through	bilateral	contracts.		Palisades's	current	output	is	contracted	to Consumers	Energy	through	2022	and,	therefore,	Entergy	Wholesale	Commodities	does	not	expect	to	be	materially	affected	by	competition	in	the	MISO	market	in	the	near	term.

# Seasonality

Entergy	Wholesale	Commodities'	revenues	and	operating	income	are	subject	to	fluctuations	during	the	year	due	to	seasonal	factors,	weather	conditions,	and	contract	pricing.		Refueling	outages are	generally	scheduled	for	the	spring	and	the	fall,	and	cause	volumetric	decreases	during	those	seasons.		When	outdoor	and	cooling	water	temperatures	are	lower,	generally	during	colder	months, Entergy	Wholesale	Commodities'	nuclear	power	plants	operate	more	efficiently,	and	consequently,	generate	more	electricity.		Many	of	Entergy	Wholesale	Commodities'	contracts	provide	for	shaped pricing	over	the	course	of	the	year.		As	a	result	of	these	factors,	Entergy	Wholesale	Commodities'	revenues	are	typically	higher	in	the	first	and	third	quarters	than	in	the	second	and	fourth	quarters.

See	"Fuel	Supply,	Nuclear	Fuel"	in	the	Utility	portion	of	Part	I,	Item	1	for	a	discussion	of	the	nuclear	fuel	cycle	and	markets.		Entergy	Nuclear	Fuels	Company,	a	wholly-owned	subsidiary,	is	responsible for	contracts	to	acquire	nuclear	materials,	except	for	fuel	fabrication,	for	Entergy	Wholesale	Commodities'	nuclear	power	plants,	while	Entergy	Nuclear	Operations,	Inc.	acts	as	the	agent	for	the	purchase of	nuclear	fuel	assembly	fabrication	services.		All	contracts	for	the	disposal	of	spent	nuclear	fuel	are	between	the	DOE	and	each	of	the	nuclear	power	plants.

# Other	Business	Activities

Entergy	Nuclear	Power	Marketing,	LLC	(ENPM)	was	formed	in	2005	to	centralize	the	power	marketing	function	for	Entergy	Wholesale	Commodities	nuclear	plants.		Upon	its	formation, ENPM	entered	into	long-term	power	purchase	agreements	with	the	Entergy	Wholesale	Commodities	subsidiaries	that	own	nuclear	power	plants	(generating	subsidiaries).	 	As	part	of	a	series	of agreements,	ENPM	agreed	to	assume	and/or	otherwise	service	the	existing	power	purchase	agreements	that	were	in	effect	between	the	generating	subsidiaries	and	their	customers.		ENPM	functions include	origination	of	new	energy	and	capacity	transactions,	generation	scheduling,	contract	management	(including	billing	and	settlements),	and	market	and	credit	risk	mitigation.

Entergy	Nuclear,	Inc.	pursues	service	agreements	with	other	nuclear	power	plant	owners	who	seek	the	advantages	of	Entergy's	scale	and	expertise	but	do	not	necessarily	want	to	sell	their assets.		Services	provided	by	either	Entergy	Nuclear,	Inc.	or	other	Entergy	Wholesale	Commodities	subsidiaries	include	engineering,	operations	and	maintenance,	fuel	procurement,	management	and supervision,	technical	support	and	training,	administrative	support,	and	other	managerial	or	technical	services	required	to	operate,	maintain,	and	decommission	nuclear	electric	power	facilities.		Entergy Nuclear,	Inc.	provided	decommissioning	services	for	the	Maine	Yankee	nuclear	power	plant	and	continues	to	pursue	opportunities	for	Entergy	Wholesale	Commodities	with	other	nuclear	plant	owners through	operating	agreements	or	innovative	arrangements	such	as	structured	leases.

Entergy	 Nuclear,	 Inc.	 also	 offers	 operating	 license	 renewal	 and	 life	 extension	 services	 to	 nuclear	 power	 plant	 owners.	 	 TLG	 Services,	 a	 subsidiary	 of	 Entergy	 Nuclear	 Inc.,	 offers decommissioning,	engineering,	and	related	services	to	nuclear	power	plant	owners.		In	April	2009,	Entergy	announced	that	it	will	team	with	energy	firm	ENERCON	to	offer	nuclear	development services	ranging	from	plant	relicensing	to	full-service,	new	plant	deployment.		ENERCON	has	experience	in	engineering,	environmental,	technical	and	management	services.

In	September	2003,	Entergy	agreed	to	provide	plant	operation	support	services	for	the	800	MW	Cooper	Nuclear	Station	located	near	Brownville,	Nebraska.		The	original	contract	was	to	expire in	2014	corresponding	to	the	original	operating	license	life	of	the	plant.		In	2006,	an	Entergy	subsidiary	signed	an	agreement	to	provide	license	renewal	services	for	the	Cooper	Nuclear	Station.		The Cooper	Nuclear	Station	received	its	license	renewal	from	the	NRC	on	November	29,	2010.		Entergy	continues	to	provide	implementation	services	for	the	renewed	license.		In	2010	an	Entergy	subsidiary signed	an	agreement	to	extend	the	management	support	services	to	Cooper	Nuclear	Station	by	15	years,	through	January	2029.

# Entergy-Koch

Entergy-Koch	is	a	joint	venture	owned	50%	each	by	subsidiaries	of	Entergy	and	Koch	Industries,	Inc,	and	is	no	longer	an	operating	entity.		Entergy-Koch	began	operations	on	February	1, 2001.		Entergy	contributed	most	of	the	assets	and	trading	contracts	of	its	power	marketing	and	trading	business	and	$414	million	cash	to	the	venture	and	Koch	contributed	its	approximately	8,000-mile Koch	Gateway	Pipeline	(renamed	Gulf	South	Pipeline),	gas	storage	facilities,	and	Koch	Energy	Trading,	which	marketed	and	traded	electricity,	gas,	weather	derivatives,	and	other	energy-related commodities	and	services.		In	the	fourth	quarter	2004,	Entergy-Koch	sold	its	energy	trading	and	pipeline	businesses	to	third	parties.		Entergy	received	$862	million	of	cash	distributions	in	2004	from Entergy-Koch	after	the	business	sales.		Due	to	the	November	2006	expiration	of	contingencies	on	the	sale	of	Entergy-Koch's	trading	business,	and	the	corresponding	release	to	Entergy-Koch	of	sales proceeds	held	in	escrow,	Entergy	received	additional	cash	distributions	of	approximately	$163	million	during	the	fourth	quarter	of	2006	and	recorded	a	gain	of	approximately	$55	million	(net-of-tax).		In December	2009,	Entergy	reorganized	its	investment	in	Entergy-Koch,	received	a	$25.6	million	cash	distribution,	and	received	a	distribution	of	certain	software	owned	by	the	joint	venture.

# Regulation	of	Entergy's	Business

# Federal	Power	Act

The	Federal	Power	Act	provides	the	FERC	the	authority	to	regulate:

·  the	transmission	and	wholesale	sale	of	electric	energy	in	interstate	commerce;

·  sales	or	acquisition	of	certain	assets;

·  the	licensing	of	certain	hydroelectric	projects;

·  certain	other	activities,	including	accounting	policies	and	practices	of	electric	and	gas	utilities;	and

·  changes	in	control	of	FERC	jurisdictional	entities	or	rate	schedules.

The	Federal	Power	Act	gives	the	FERC	jurisdiction	over	the	rates	charged	by	System	Energy	for	Grand	Gulf	capacity	and	energy	provided	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi, and	Entergy	New	Orleans	and	over	some	of	the	rates	charged	by	Entergy	Arkansas	and	Entergy	Gulf	States	Louisiana.		The	FERC	also	regulates	the	provisions	of	the	System	Agreement,	including	the rates,	and	the	provision	of	transmission	service	to	wholesale	market	participants.

Entergy	Arkansas	holds	a	FERC	license	that	expires	in	2053	for	two	hydroelectric	projects	totaling	70	MW	of	capacity.

# State	Regulation

Entergy	Arkansas	is	subject	to	regulation	by	the	APSC,	which	includes	the	authority	to:

·  oversee	utility	service;

·  set	retail	rates;

·  determine	reasonable	and	adequate	service;

·  control	leasing;

·  control	the	acquisition	or	sale	of	any	public	utility	plant	or	property	constituting	an	operating	unit	or	system;

·  set	rates	of	depreciation;

·  issue	certificates	of	convenience	and	necessity	and	certificates	of	environmental	compatibility	and	public	need;	and

·  regulate	the	issuance	and	sale	of	certain	securities.

Entergy	Gulf	States	Louisiana's	electric	and	gas	business	and	Entergy	Louisiana	are	subject	to	regulation	by	the	LPSC	as	to:

·  utility	service;

·  retail	rates	and	charges;

·  certification	of	generating	facilities;

·  certification	of	power	or	capacity	purchase	contracts;

·  audit	of	the	fuel	adjustment	charge,	environmental	adjustment	charge,	and	avoided	cost	payment	to	Qualifying	Facilities;

·  integrated	resource	planning;

·  issuance	and	sale	of	certain	securities;

·  utility	mergers	and	acquisitions	and	other	changes	of	control;

·  depreciation	and	other	matters.

Entergy	Louisiana	is	also	subject	to	the	jurisdiction	of	the	City	Council	with	respect	to	such	matters	within	Algiers	in	Orleans	Parish,	although	the	precise	scope	of	that	jurisdiction	differs	from	that	of	the LPSC.

Entergy	Mississippi	is	subject	to	regulation	by	the	MPSC	as	to	the	following:

·  service	areas;

·  facilities;

·  certification	of	certain	transmission	projects;	and

Entergy	Mississippi	is	also	subject	to	regulation	by	the	APSC	as	to	the	certificate	of	environmental	compatibility	and	public	need	for	the	Independence	Station,	which	is	located	in	Arkansas.

Entergy	New	Orleans	is	subject	to	regulation	by	the	City	Council	as	to	the	following:

·  standards	of	service; ·  depreciation, ·  issuance	and	sale	of	certain	securities;	and ·  other	matters.

To	the	extent	authorized	by	governing	legislation,	Entergy	Texas	is	subject	to	the	original	jurisdiction	of	the	municipal	authorities	of	a	number	of	incorporated	cities	in	Texas	with	appellate jurisdiction	over	such	matters	residing	in	the	PUCT.		Entergy	Texas	is	also	subject	to	regulation	by	the	PUCT	as	to:

·  retail	rates	and	service	in	unincorporated	areas	of	its	service	territory,	and	in	municipalities	that	have	ceded	jurisdiction	to	the	PUCT;

·  customer	service	standards;

·  extensions	of	service	into	new	areas.

# Regulation	of	the	Nuclear	Power	Industry

# Atomic	Energy	Act	of	1954	and	Energy	Reorganization	Act	of	1974

Under	the	Atomic	Energy	Act	of	1954	and	the	Energy	Reorganization	Act	of	1974,	the	operation	of	nuclear	plants	is	heavily	regulated	by	the	NRC,	which	has	broad	power	to	impose	licensing	and safety-related	 requirements.	 	 The	 NRC	 has	 broad	 authority	 to	 impose	 fines	 or	 shut	 down	 a	 unit,	 or	 both,	 depending	 upon	 its	 assessment	 of	 the	 severity	 of	 the	 situation,	 until	 compliance	 is achieved.		Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy,	as	owners	of	all	or	portions	of	ANO,	River	Bend,	Waterford	3,	and	Grand	Gulf,	respectively,	and Entergy	Operations,	as	the	licensee	and	operator	of	these	units,	are	subject	to	the	jurisdiction	of	the	NRC.		Entergy	subsidiaries	in	the	Entergy	Wholesale	Commodities	segment	are	subject	to	the	NRC's jurisdiction	as	the	owners	and	operator	of	Pilgrim,	Indian	Point	Energy	Center,	FitzPatrick,	Vermont	Yankee,	and	Palisades.		Substantial	capital	expenditures	at	Entergy's	nuclear	plants	because	of revised	safety	requirements	of	the	NRC	could	be	required	in	the	future.

# Nuclear	Waste	Policy	Act	of	1982

# Spent	Nuclear	Fuel

Under	the	Nuclear	Waste	Policy	Act	of	1982,	the	DOE	is	required,	for	a	specified	fee,	to	construct	storage	facilities	for,	and	to	dispose	of,	all	spent	nuclear	fuel	and	other	high-level	radioactive	waste generated	by	domestic	nuclear	power	reactors.		Entergy's	nuclear	owner/licensee	subsidiaries	provide	for	the	estimated	future	disposal	costs	of	spent	nuclear	fuel	in	accordance	with	the	Nuclear	Waste Policy	Act	of	1982.		The	affected	Entergy	companies	entered	into	contracts	with	the	DOE,	whereby	the	DOE	is	to	furnish	disposal	services	at	a	cost	of	one	mill	per	net	kWh	generated	and	sold	after	April 7,	1983,	plus	a	one-time	fee	for	generation	prior	to	that	date.		Entergy	Arkansas	is	the	only	one	of	the	Utility	operating	companies	that	generated	electric	power	with	nuclear	fuel	prior	to	that	date	and	has a	recorded	liability	as	of	December	31,	2011	of	$181.0	million	for	the	one-time	fee.		Entergy	accepted	assignment	of	the	Pilgrim,	FitzPatrick	and	Indian	Point	3,	Indian	Point	1	and	2,	Vermont	Yankee, Palisades,	and	Big	Rock	Point	spent	fuel	disposal	contracts	with	the	DOE	held	by	their	previous	owners.		The	previous	owners	have	paid	or	retained	liability	for	the	fees	for	all	generation	prior	to	the purchase	dates	of	those	plants.		The	fees	payable	to	the	DOE	may	be	adjusted	in	the	future	to	assure	full	recovery.		Entergy	considers	all	costs	incurred	for	the	disposal	of	spent	nuclear	fuel,	except accrued	interest,	to	be	proper	components	of	nuclear	fuel	expense.		Provisions	to	recover	such	costs	have	been	or	will	be	made	in	applications	to	regulatory	authorities	for	the	Utility	plants.		Entergy's total	spent	fuel	fees	to	date,	including	the	one-time	fee	liability	of	Entergy	Arkansas,	have	almost	reached	$1.5	billion.

The	permanent	spent	fuel	repository	in	the	U.S.	has	been	legislated	to	be	Yucca	Mountain,	Nevada.		The	DOE	is	required	by	law	to	proceed	with	the	licensing	(the	DOE	filed	the	license	application	in June	2008)	and,	after	the	license	is	granted	by	the	NRC,	proceed	with	the	repository	construction	and	commencement	of	receipt	of	spent	fuel.		Because	the	DOE	has	not	begun	accepting	spent	fuel,	it	is in	non-compliance	with	 the	Nuclear	Waste	Policy	Act	of	1982	and	has	breached	 its	spent	fuel	disposal	contracts.	 	The	DOE	continues	 to	delay	meeting	 its	obligation.	 	Moreover,	 the	Obama administration	has	expressed	its	intention	and	taken	specific	steps	to	discontinue	the	Yucca

Mountain	project	and	study	a	new	spent	fuel	strategy.		Such	actions	include	a	motion	to	the	NRC	to	withdraw	the	license	application	with	prejudice	and	the	establishment	of	a	commission	to	develop recommendations	for	alternative	spent	fuel	storage	solutions.		On	June	29,	2010,	however,	a	panel	of	the	NRC's	Atomic	Safety	and	Licensing	Board	denied	the	administration's	motion	to	withdraw	the application.		In	November	2011	the	NRC	Commissioners	issued	an	order	effectively	affirming	the	ASLB's	denial	of	the	withdrawal,	but	the	order	also	shut	down	the	continued	adjudication	of	the	license application.		Accordingly,	large	uncertainty	remains	regarding	the	time	frame	under	which	the	DOE	will	begin	to	accept	spent	fuel	from	Entergy's	facilities	for	storage	or	disposal.		As	a	result,	continuing future	expenditures	will	be	required	to	increase	spent	fuel	storage	capacity	at	Entergy's	nuclear	sites.

As	a	result	of	the	DOE's	failure	to	begin	disposal	of	spent	nuclear	fuel	in	1998	pursuant	to	the	Nuclear	Waste	Policy	Act	of	1982	and	the	spent	fuel	disposal	contracts,	Entergy's	nuclear	owner/licensee subsidiaries	have	incurred	and	will	continue	to	incur	damages.		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,	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	Pilgrim).		In	September	2010	the	court	awarded	$46.6	million	to	Entergy	Nuclear Vermont	Yankee.		All	of	these	decisions	were	appealed	by	the	DOE	to	the	U.S.	Court	of	Appeals	for	the	Federal	Circuit.		In	September	2011,	the	appeals	court	affirmed	most	of	the	Entergy	Nuclear Generation	Company	award,	but	remanded	to	the	trial	court	for	recalculation	of	certain	damages.		In	January	2012	the	appeals	court	affirmed	the	System	Fuels	and	Entergy	Arkansas	award	in	large	part, and	reversed	the	trial	court's	denial	of	certain	damages	sought,	but	remanded	to	the	trial	court	for	recalculation	of	certain	damages.		Also	in	January	2012,	the	appeals	court	affirmed	the	System	Fuels, System	Energy	and	SMEPA	award,	and	reversed	the	trial	court's	denial	of	certain	damages,	raising	the	final	award	to	$10.2	million.		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.

Pending	DOE	acceptance	and	disposal	of	spent	nuclear	fuel,	the	owners	of	nuclear	plants	are	providing	their	own	spent	fuel	storage.		Storage	capability	additions	using	dry	casks	began	operations	at Palisades	in	1993,	at	ANO	in	1996,	at	FitzPatrick	in	2002,	at	River	Bend	in	2005,	at	Grand	Gulf	in	2006,	at	Indian	Point	and	Vermont	Yankee	in	2008,	and	at	Waterford	3	in	2011.		These	facilities	will be	expanded	as	needed.		Current	on-site	spent	fuel	storage	capacity	at	Pilgrim	is	estimated	to	be	sufficient	until	approximately	2014,	by	which	time	dry	cask	storage	facilities	are	planned	to	be	placed	into service	at	that	unit.

# Nuclear	Plant	Decommissioning

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Texas,	and	System	Energy	are	entitled	to	recover	from	customers	through	electric	rates	the	estimated	decommissioning costs	for	ANO,	the	portion	of	River	Bend	subject	to	retail	rate	regulation,	Waterford	3,	and	Grand	Gulf,	respectively.		These	amounts	are	deposited	in	trust	funds	that	can	only	be	used	for	future decommissioning	costs.		Entergy	periodically	reviews	and	updates	the	estimated	decommissioning	costs	to	reflect	inflation	and	changes	in	regulatory	requirements	and	technology,	and	then	makes applications	to	the	regulatory	authorities	to	reflect,	in	rates,	the	changes	in	projected	decommissioning	costs.

In	2008,	Entergy	experienced	declines	in	the	market	value	of	assets	held	in	the	trust	funds	for	meeting	the	decommissioning	funding	assurance	obligations	for	the	nuclear	plants.		This	decline	adversely affected	certain	Entergy	subsidiaries'	abilities	to	demonstrate	compliance	with	the	NRC's	requirements	for	providing	financial	assurance	for	decommissioning	funding	for	some	of	its	plants.		Following	a review	in	2009,	Entergy	concluded	that	there	was	a	funding	shortfall	for	Vermont	Yankee	of	approximately	$40	million,	which	it	satisfied	with	a	$40	million	guarantee	from	Entergy	Corporation	that was	 effective	 as	 of	 December	 31,	 2009.	 	 For	 Waterford	 3	 and	 River	 Bend,	 Entergy	 subsidiaries	 made	 appropriate	 filings	 by	 December	 31,	 2009	 with	 their	 retail	 regulators	 that	 requested decommissioning	funding	from	customers	to	address	the	shortfalls	identified	by	the	NRC.		On	July	28,	2010,	the	LPSC	approved	increased	decommissioning	collections	for	Waterford	3	and	the Louisiana	regulated	share	of	River	Bend.		On	December	13,	2010,	the	PUCT	approved	increased	decommissioning	collections	for	the	Texas	share	of	River	Bend.		Entergy	currently	believes	its decommissioning	funding	will	be	sufficient	to	address	the	identified	shortfalls,	although	decommissioning	cost	inflation	and	trust	fund	performance	will	ultimately	determine	the	adequacy	of	the	funding amounts.

For	 the	 Indian	 Point	 3	 and	 FitzPatrick	 plants	 purchased	 in	 2000,	 NYPA	 retained	 the	 decommissioning	 trusts	 and	 the	 decommissioning	 liability.	 	 NYPA	 and	 Entergy	 subsidiaries	 executed decommissioning	agreements,	which	specify	their	decommissioning	obligations.		NYPA	has	the	right	to	require	the	Entergy	subsidiaries	to	assume	the	decommissioning	liability	provided	that	it	assigns the	corresponding	decommissioning	trust,	up	to	a	specified	level,	to	the	Entergy	subsidiaries.		If	the	decommissioning	liability	is	retained	by	NYPA,	the	responsible	Entergy	subsidiary	will	perform	the decommissioning	of	the	plants	at	a	price	equal	to	the	lesser	of	a	pre-specified	level	or	the	amount	in	the	decommissioning	trusts.

Additional	information	with	respect	to	Entergy's	decommissioning	costs	and	decommissioning	trust	funds	is	found	in	Note	9	and	Note	17	to	the	financial	statements.

# Price-Anderson	Act

The	Price-Anderson	Act	requires	that	reactor	licensees	purchase	insurance	and	participate	in	a	secondary	insurance	pool	that	provides	insurance	coverage	for	the	public	in	the	event	of	a	nuclear power	plant	accident.		The	costs	of	this	insurance	are	borne	by	the	nuclear	power	industry.		Congress	amended	and	renewed	the	Price-Anderson	Act	in	2005	for	a	term	through	2025.		The	Price-Anderson Act	limits	contingent	liability	for	a	single	nuclear	incident	to	approximately	$117.5	million	per	reactor	(with	104	nuclear	industry	reactors	currently	participating).		Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	System	Energy,	and	Entergy	Wholesale	Commodities	have	protection	with	respect	to	this	liability	through	a	combination	of	private	insurance	and	an	industry	assessment program,	as	well	as	insurance	for	property	damage,	costs	of	replacement	power,	and	other	risks	relating	to	nuclear	generating	units.		The	Price-Anderson	Act	and	insurance	applicable	to	the	nuclear programs	of	Entergy	are	discussed	in	more	detail	in	Note	8	to	the	financial	statements.

# Environmental	Regulation

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

# Clean	Air	Act	and	Subsequent	Amendments

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

·  New	source	review	and	preconstruction	permits	for	new	sources	of	criteria	air	pollutants	and	significant	modifications	to	existing	facilities;

·  Acid	rain	program	for	control	of	sulfur	dioxide	(SO 2)	and	nitrogen	oxides	(NO x);

·  Nonattainment	area	programs	for	control	of	criteria	air	pollutants;

·  Hazardous	air	pollutant	emissions	reduction	programs;

·  Interstate	Air	Transport;

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

·  Regional	Haze	and	Best	Available	Retrofit	Technology	programs.

# 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	for	which	the	unit	did	not	obtain	a	modified	permit.		Various	courts	and	the	EPA	have	been	inconsistent	in	their	judgments	regarding	modifications that	are	considered	routine.

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

# Acid	Rain	Program

The	Clean	Air	Act	provides	SO 2	allowances	to	most	of	the	affected	Entergy	generating	units	for	emissions	based	upon	past	emission	levels	and	operating	characteristics.		Each	allowance	is	an entitlement	to	emit	one	ton	of	SO 2	per	year.		Plant	owners	are	required	to	possess	allowances	for	SO 2	emissions	from	affected	generating	units.		Virtually	all	Entergy	fossil-fueled	generating	units	are subject	to	SO 2	allowance	requirements.		Entergy	could	be	required	to	purchase	additional	allowances	when	it	generates	power	using	fuel	oil.		Fuel	oil	usage	is	determined	by	economic	dispatch	and influenced	by	the	price	of	natural	gas,	incremental	emission	allowance	costs,	and	the	availability	and	cost	of	purchased	power.

# Ozone	Nonattainment

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

The	Houston-Galveston-Brazoria	area	was	originally	classified	as	"moderate"	nonattainment	under	the	8-hour	standard	with	an	attainment	date	of	June	15,	2010.		On	June	15,	2007,	the	Texas governor	petitioned	the	EPA	to	reclassify	Houston-Galveston-Brazoria	from	"moderate"	to	"severe."		On	October	1,	2008,	the	EPA	granted	the	request	by	the	Texas	governor	to	voluntarily	reclassify	the Houston-Galveston-Brazoria	area	from	a	"moderate"	8-hour	ozone	nonattainment	area	to	a	"severe"	8-hour	ozone	nonattainment	area.		The	EPA	also	set	April	15,	2010,	as	the	date	for	the	State	of	Texas to	submit	a	revised	state	implementation	plan	(SIP)	addressing	the	"severe"	ozone	nonattainment	area	requirements	of	the	Clean	Air	Act.		In	March	2010	the	Texas	commission	adopted	the	Houston- Galveston-Brazoria	Attainment	Demonstration	SIP	Revision	and	the	Houston-Galveston-Brazoria	Reasonable	Further	Progress	SIP	Revision	for	the	1997	eight-hour	ozone	standard	and	associated rules.		EPA	approval	is	pending.		The	area's	new	attainment	date	for	the	8-hour	ozone	standard	is	as	expeditiously	as	practicable,	but	no	later	than	June	15,	2019.

Entergy	Gulf	States	Louisiana	operates	two	fossil-fueled	generating	facilities	in	the	Baton	Rouge	metropolitan	area	which	was	previously	classified	as	a	non-attainment	area	for	the	1997	eight- hour	ozone	standard.		However,	in	November	2011,	the	EPA	finalized	approval	of	Louisiana's	request	to	redesignate	the	Baton	Rouge	area	to	attainment	for	this	standard.		Louisiana	has	demonstrated that	the	five	parish	area	(East	Baton	Rouge,	Ascension,	Iberville,	Livingston	and	West	Baton	Rouge	parishes)	will	be	able	to	maintain	compliance	with	the	ozone	standard	for	the	next	ten	years.

In	December	2006,	the	EPA's	revocation	of	the	1-hour	ozone	standard	was	rejected	in	a	judicial	proceeding.		As	a	result,	numerous	requirements	can	return	for	areas	that	had	been	designated	as nonattainment	for	this	standard.		These	requirements	include	the	potential	to	increase	emission	fees	significantly	for	plants	operating	in	these	areas	pursuant	to	Section	185	of	the	Clean	Air	Act.		In addition,	it	is	possible	that	new	emission	controls	may	be	required.		Specific	costs	of	compliance	cannot	be	estimated	at	this	time,	but	Entergy	is	monitoring	development	of	the	respective	state implementation	plans	and	will	develop	specific	compliance	strategies	as	the	plans	move	through	the	adoption	process.		(The	Houston-Galveston-Brazoria	area	was	classified	as	"severe"	nonattainment for	1-hour	ozone.)

In	March	2008,	the	EPA	revised	the	National	Ambient	Air	Quality	Standard	for	ozone,	creating	the	potential	for	additional	counties	and	parishes	in	which	Entergy	operates	to	be	placed	in nonattainment	status.		The	LDEQ	recommended	that	eleven	parishes	be	designated	as	nonattainment	for	the	75	parts	per	billion	ozone	standard.		Entergy	Gulf	States	Louisiana	owns	and	operates	two fossil	plants	and	Entergy	Louisiana	owns	and	operates	one	fossil	plant	affected	by	this	recommendation.		In	Arkansas,	the	governor	recommended	that	Pulaski	County	be	designated	in	nonattainment with	the	new	ozone	standard,	where	two	of	Entergy	Arkansas's	smaller	facilities	are	located.		These	initial	recommendations	were	not	approved	by	the	EPA,	however,	due	to	various	procedural delays.		In	September	2011,	the	EPA	announced	that	it	will	begin	implementing	the	2008	ozone	standards	by	requiring	that	states	resubmit	recommendations	for	nonattainment	status.		In	Entergy's	utility service	area,	EPA	predicts	that	the	Houston-Galveston-Brazoria,	Texas;	Baton	Rouge,	Louisiana;	and	Memphis,	Tennessee/Arkansas	areas	will	be	in	non-attainment.		Nonattainment	designations	are expected	to	be	final	in	mid-2012.

Following	nonattainment	designation,	states	will	be	required	to	develop	state	implementation	plans	that	outline	control	requirements	that	will	enable	the	affected	counties	and	parishes	to	reach attainment status.	 	 Entergy	 facilities	 in	 these	 areas	 may	 be	 subject	 to	 installation	 of	 NO x	 controls,	 but	 the	 degree	 of	 control	 will	 remain	 unknown	 until	 the	 state	 implementation	 plans	 are developed.		Entergy	will	continue	to	monitor	and	engage	in	the	state	implementation	plan	development	process	in	Entergy	states.

Potential	SO 2	Nonattainment

The	EPA	issued	a	final	rule	in	June	2010	adopting	an	SO 2	1-hour	national	ambient	air	quality	standard	of	75	ppb.		The	EPA	designations	for	counties	in	attainment	and	nonattainment	are expected	in	June	2012.		Analysis	will	be	required	to	determine	whether	emissions	from	Entergy	facilities	contribute	significantly	to	any	violation	of	this	new	standard.		If	violations	exist,	additional capital	projects	or	operational	changes	may	be	required.

# Hazardous	Air	Pollutants

The	EPA	has	been	in	the	process	of	developing	a	Maximum	Achievable	Control	Technology	(MACT)	retrofit	standard	for	new	and	existing	coal	and	oil-fired	units.		The	EPA	released	the	final Mercury	and	Air	Toxics	Standard	(MATS)	rule	in	December	2011.		Entergy	currently	is	reviewing	the	rule	and	developing	compliance	plans	to	meet	requirements	of	the	rule,	which	could	result	in significant	capital	expenditures	for	Entergy's	coal-fired	units.		Compliance	with	MATS	is	required	by	the	Clean	Air	Act	within	three	years,	or	by	2015,	although	certain	extensions	of	this	deadline	are available	from	state	permit	authorities	and	the	EPA.

In	March	2005,	the	EPA	finalized	the	Clean	Air	Interstate	Rule	(CAIR),	which	was	intended	to	reduce	SO 2	and	NO x	emissions	from	electric	generation	plants	in	order	to	improve	air	quality	in twenty-nine	 eastern	 states.	 	 The	 rule	 required	 a	 combination	 of	 investment	 of	 capital	 to	 install	 pollution	 control	 equipment	 and	 increased	 operating	 costs	 through	 the	 purchase	 of	 emission allowances.		Entergy	began	implementation	in	2007,	including	installation	of	controls	at	several	facilities	and	the	development	of	an	emission	allowance	procurement	strategy.

Based	on	several	court	challenges,	the	CAIR	was	vacated	and	remanded	to	the	EPA	by	the	D.C.	Circuit	in	2008.		The	court	allowed	the	CAIR	to	become	effective	in	January	2009,	while	the EPA	revised	the	rule.		On	July	7,	2011,	the	EPA	released	its	final	Cross-State	Air	Pollution	Rule	(CSAPR,	which	previously	was	referred	to	as	the	Transport	Rule).		The	rule	is	directed	at	limiting	the interstate	transport	of	emissions	of	NO x	and	SO 2	as	precursors	to	ozone	and	fine	particulate	matter.		The	final	rule	provides	a	significantly	lower	number	of	allowances	to	Entergy's	Utility	states	than	did the	draft	rule.		Entergy's	capital	investment	and	annual	allowance	purchase	costs	under	the	CSAPR	will	depend	on	the	economic	assessment	of	NO x	and	SO 2	allowance	markets,	the	cost	of	control technologies,	generation	unit	utilization,	and	the	availability	and	cost	of	purchased	power.

Entergy	filed	a	petition	for	review	with	the	United	States	Court	of	Appeals	for	the	D.C.	Circuit	and	a	petition	with	the	EPA	for	reconsideration	of	the	rule	and	stay	of	its	effectiveness.		Several other	parties	filed	similar	petitions.		On	December	30,	2011,	the	D.C.	Circuit	Court	of	Appeals	stayed	CSAPR	and	instructed	EPA	to	continue	administering	CAIR,	pending	further	judicial	review.		Oral argument	in	the	case	is	scheduled	for	April	2012.		The	court	of	appeals	may	reverse	or	remand	the	rule	in	whole	or	in	part,	or	may	affirm	the	rule.		This	uncertainty	makes	it	impossible	to	predict	costs	of compliance.		In	the	interim,	Entergy	is	taking	measures	to	prepare	for	compliance	with	either	CAIR	as	it	continues	to	be	implemented	or	CSAPR,	if	it	is	affirmed	in	whole	or	in	part	or	eventually	reissued.

In	October	2011	the	EPA	released	a	proposed	rule	increasing	the	emission	allocation	budgets	for	some	states	and	moving	the	limited	trading	period	back	to	2014.		This	proposal	also	increased the	Louisiana,	Mississippi,	and	Texas	NOx	allocation	budgets.		The	EPA	has	not	finalized	this	proposal.

# 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	SO 2	and	NO x	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	limits,	which	likely	would	require	the	installation	of	scrubbers	and	low	NO x	burners.		Under	then-current	state	regulations, the	scrubbers	would	have	had	to	be	operational	by	October	2013.		Entergy	Arkansas	filed	a	petition	in	December	2009	with	the	Arkansas	Pollution	Control	and	Ecology	Commission	requesting	a variance	 from	 this	 deadline,	 however,	 because	 the	 EPA	 has	 expressed	 concerns	 about	Arkansas's	 Regional	 Haze	 SIP	 and	 questioned	 the	 appropriateness	 of	 issuing	 an	 air	 permit	 prior	 to	 that approval.		EAI's	petition	requested	that,	consistent	with	federal	law,	the	compliance	deadline	be	changed	to	as	expeditiously	as	practicable,	but	in	no	event	later	than	five	years	after	EPA	approval	of	the Arkansas	Regional	Haze	SIP.		The	Arkansas	Pollution	Control	and	Ecology	Commission	approved	the	variance	in	March	2010.		In	October	2011	the	EPA	released	a	proposed	rule	addressing	the Arkansas	Regional	Haze	SIP.		In	the	proposal	the	EPA	disapproves	a	large	portion	of	the	Arkansas	Regional	Haze	SIP,	including	the	emission	limits	for	NO x	and	SO 2	at	White	Bluff.		The	EPA	did	not issue	a	Federal	Implementation	Plan	for	regional	haze	requirements	because	Arkansas	has	indicated	it	wishes	to	correct	its	SIP	and	resubmit	it.		Due	to	an	extension	in	the	comment	period	for	the proposed	rule,	EPA	has	yet	to	issue	a	final	rule.		It	is	expected	that	after	the	EPA's	proposed	rule	becomes	final,	there	will	be	a	two-year	timeframe	in	which	the	EPA	must	either	approve	a	SIP	issued	by Arkansas	or	issue	a	Federal	Implementation	Plan.

# Potential	Legislative,	Regulatory,	and	Judicial	Developments	(Air)

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

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

·  introduction	of	bills	in	Congress	and	development	of	regulations	by	the	EPA	proposing	further	limits	on	NO x,	SO 2,	mercury,	and	carbon	dioxide	and	other	gas	emissions.		New	legislation	or regulations	applicable	to	stationary	sources	could	take	the	form	of	market-based	cap-and-trade	programs,	direct	requirements	for	the	installation	of	air	emission	controls	onto	air	emission sources,	or	other	or	combined	regulatory	programs.		Entergy	cannot	estimate	the	effect	of	any	future	legislation	at	this	time	due	to	the	uncertainty	of	the	regulatory	format; ·  efforts	to	implement	a	voluntary	program	intended	to	reduce	carbon	dioxide	emissions	and	efforts	in	Congress	to	establish	a	mandatory	federal	carbon	dioxide	emission	control	structure; ·  passage	and	implementation	of	the	Regional	Greenhouse	Gas	Initiative	by	several	states	in	the	northeastern	United	States	and	similar	actions	in	other	regions	of	the	United	States;

·  efforts	on	the	state	and	federal	level	to	codify	renewable	portfolio	standards	requiring	utilities	to	produce	or	purchase	a	certain	percentage	of	their	power	from	defined	renewable	energy	sources; ·  efforts	to	develop	more	stringent	state	water	quality	standards,	effluent	limitations	for	Entergy's	industry	sector,	stormwater	runoff	control	regulations,	and	cooling	water	intake	structure requirements;	and

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

In	addition	to	these	initiatives,	certain	states	and	environmental	advocacy	groups	sought	judicial	action	to	require	the	EPA	to	promulgate	regulations	under	existing	provisions	of	the	Clean	Air	Act	to control	carbon	dioxide	emissions	from	power	plants.		In	April	2007	the	U.S.	Supreme	Court	held	that	the	EPA	is	authorized	by	the	current	provisions	of	the	Clean	Air	Act	to	regulate	emissions	of	carbon dioxide	and	other	"greenhouse	gases"	as	"pollutants"	(Massachusetts	v.	EPA )	and	that	the	EPA	is	required	to	regulate	these	emissions	from	motor	vehicles	if	the	emissions	are	anticipated	to	endanger public	health	or	welfare.		The	Supreme	Court	directed	the	EPA	to	make	further	findings	in	this	regard.		Entergy	participated	as	a	friend	of	the	court	in	 Massachusetts	v.	EPA .		Entergy	will	continue	to advocate	in	support	of	reasonable	market-based	regulation	of	carbon	dioxide.		Entergy	has	also	supported	the	comments	of	various	industry	groups	advocating	national	legislation	to	address	carbon dioxide	emissions	instead	of	attempting	to	regulate	under	the	provisions	of	the	Clean	Air	Act.		Entergy	continues	to	monitor	these	and	similar	actions	in	order	to	analyze	their	potential	operational	and cost	implications	and	benefits.

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.

In	June	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	began	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	were	required	to	address	greenhouse	gas	emissions	in	their	Title	V	permit.

The	second	step	of	the	Tailoring	Rule,	which	began	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,	new	sources	that	have	the	potential	to	emit	at	least	100,000	tons	per	year	carbon	dioxide	equivalent	and	significantly	modified	existing sources	that	emit	or	have	the	potential	to	emit	at	least	75,000	tons	per	year	carbon	dioxide	equivalent	are	subject	to	PSD	requirements.

Both	the	Endangerment	Finding	and	the	Tailoring	Rule	are	subject	to	pending	judicial	review.		The	rules	have	not	been	stayed	by	the	court	and	are	in	effect	pending	review.

Entergy	continues	to	support	national	legislation	that	would	increase	planning	certainty	for	electric	utilities	while	addressing	carbon	dioxide	emissions	in	a	responsible	and	flexible	manner.		By	virtue	of its	proportionally	large	investment	in	low-	or	non-emitting	gas-fired	and	nuclear	generation	technologies,	Entergy	has	a	low	overall	carbon	dioxide	emission	"intensity,"	or	rate	of	carbon	dioxide	emitted per	kilowatt-hour	of	electricity	generated.		In	anticipation	of	the	potential	imposition	of	carbon	dioxide	emission	limits	on	the	electric	industry	in	the	future,	Entergy	initiated	actions	designed	to	reduce its	exposure	to	potential	new	governmental	requirements	related	to	carbon	dioxide	emissions.		These	voluntary	actions	included	establishment	of	a	formal	program	to	stabilize	power	plant	carbon	dioxide emissions	at	2000	levels	through	2005,	and	Entergy	succeeded	in	actually	reducing	emissions	below	2000	levels.	Total	carbon	dioxide	emissions	representing	Entergy's	ownership	share	of	power	plants in	the	United	States	were	approximately	53.2	million	tons	in	2000	and	35.6	million	tons	in	2005.		In	2006,	Entergy	changed	its	method	of	calculating	emissions	and	now	includes	emissions	from controllable	power	purchases	as	well	as	its	ownership	share	of	generation.		Entergy	established	a	second	formal	voluntary	program	to	stabilize	power	plant	carbon	dioxide	emissions	and	emissions	from controllable	power	purchases	at	20%	below	2000	levels	through	2010.		Entergy	has	extended	this	commitment	through	2020.		Total	carbon	dioxide	emissions	representing	Entergy's	ownership	share	of power	plants	and	controllable	power	purchases	in	the	United	States	were	approximately	44.9	million	tons	in	2010	and	approximately	46.3	million	tons	in	2011.

# Greenhouse	Gas	Reporting

In	September	2009,	the	EPA	finalized	a	rule	to	require	reporting	of	several	greenhouse	gases.		This	rule	will	require	Entergy	to	report	annually	greenhouse	gas	emissions	from	operating	power	plants	and natural	gas	distribution	operations.		Entergy	developed	compliance	plans,	collected	the	necessary	data,	and	reported	as	required	in	2011.

# New	Source	Performance	Standards	for	Greenhouse	Gas	Emissions

The	EPA	announced	a	schedule	for	establishing	new	source	performance	standards	(NSPS)	for	greenhouse	gas	(GHG)	emissions	from	power	plants	and	refineries.		Under	the	schedule,	the	EPA	would have	issued	proposed	regulations	for	power	plants	by	July	26,	2011	and	final	regulations	no	later	than	May	26,	2012.		However,	the	EPA	has	not	yet	issued	the	proposed	regulations.		These	regulations would	establish	GHG	NSPS	for	new	and	significantly	modified	sources,	and	possibly	emission	guidelines	for	existing	sources.		Entergy	will	continue	to	monitor	and	be	engaged	in	the	rulemaking process.

# Nelson	Unit	6	(Entergy	Gulf	States	Louisiana)

Entergy	Gulf	States	Louisiana	self-reported	to	the	Louisiana	Department	of	Environmental	Quality	(LDEQ)	potential	exceedances	of	annual	carbon	monoxide	emission	limits	at	the	Nelson	Unit	6	coal- fired	facility	for	the	years	2006-2010	and	the	failure	to	report	these	potential	exceedances	in	semi-annual	reporting	and	in	annual	Title	V	compliance	certifications.		Entergy	Gulf	States	Louisiana	is	not required	to	monitor	carbon	monoxide	emissions	from	Nelson	Unit	6	on	a	regular	or	continuous	schedule.		Stack	tests	performed	in	2010	appear	to	indicate	carbon	monoxide	emissions	in	excess	of	the maximum	hourly	limit	for	three	1-hour	test	runs	and	the	annual	limit.		Comparison	of	the	2010	stack	tests	with	the	most	recent	previous	tests	from	2006,	however,	appear	to	indicate	that	the	permit	limits were	calculated	incorrectly	and	should	have	been	higher.		The	2010	test	emission	levels	did	not	cause	a	violation	of	National	Ambient	Air	Quality	Standards.		Additionally,	the	2010	stack	testing,	which was	performed	in	compliance	with	an	EPA	data	request	connected	to	the	EPA's	development	of	a	new	air	emissions	rule,	was	not	taken	during	a	period	of	normal	and	representative	operations	for	Nelson Unit	6.		Entergy	Gulf	States	Louisiana	continues	to	develop	data	regarding	this	matter	in	coordination	with	the	LDEQ.		In	December	2011,	the	LDEQ	issued	a	compliance	order	setting	limits	for	the	unit until	and	if	the	permit	is	modified	and	issued	a	notice	of	potential	penalty	requiring	the	submission	of	additional	information.

# Clean	Water	Act

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

# NPDES	Permits	and	Section	401	Water	Quality	Certifications

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

# Indian	Point

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

An	August	2008	ruling	by	the	NYSDEC's	Assistant	Commissioner	has	restructured	the	permitting	and	administrative	process,	including	the	application	of	a	new	economic	test	designed	to	implement	the U.S.	Second	Circuit	Court	of	Appeals	standard	in	that	court's	review	of	EPA's	cooling	water	intake	structure	rules,	which	is	discussed	in	the	316(b)	Cooling	Water	Intake	Structures	section	below.		The NYSDEC	has	directed	Entergy	to	develop	detailed	feasibility	information	regarding	the	construction	and	operation	of	cooling	towers,	and	alternatives	to	closed	cycle	cooling,	prior	to	the	issuance	of	a new	draft	permit	by	the	NYSDEC	staff	and	commencement	of	the	adjudicatory	proceeding.		The	reports	include	a	visual	impact	and	aesthetics	report	filed	in	June	2009,	a	plume	and	emissions	report filed	in	September	2009,	a	technical	feasibility	report	and	alternatives	analysis	filed	in	February	2010,	and	an	economic	report	to	establish	whether	the	technology,	if	feasible,	satisfies	the	economic	test that	is	part	of	the	New	York	standard.		Entergy	has	also	requested	that	the	Assistant	Commissioner	reconsider	the	New	York	standard	in	light	of	the	U.S.	Supreme	Court	decision	reversing	the	Second Circuit's	alternative	economic	test	adopted	in	the	August	2008	ruling.

In	February	2010,	Entergy	provided	to	the	NYSDEC	an	updated	estimate	of	the	capital	cost	to	retrofit	Indian	Point	2	and	Indian	Point	3	with	cooling	towers.		Construction	costs	for	retrofitting	with cooling	towers	are	estimated	to	be	at	least	$1.19	billion,	in	addition	to	lost	generation	of	approximately	14.5	terawatt-hours	(TWh)	during	the	forced	outage	of	both	units	that	is	estimated	to	take	at	least 42	weeks.		Entergy	also	proposed	an	alternative	to	the	cooling	towers,	the	use	of	cylindrical	wedgewire	screens,	the	capital	costs	of	which	are	currently	expected	to	be	approximately	$200	million	to	$250 million	to	install.		Because	a	cooling	tower	retrofitting	of	this	size	and	complexity

has	 never	 been	 undertaken	 at	 an	 operating	 nuclear	 facility,	 significant	 uncertainties	 exist	 in	 the	 capital	 cost	 estimates	 and,	 therefore,	 the	 actual	 capital	 costs	 could	 be	 materially	 higher	 than estimated.		Moreover,	construction	outage-related	costs	to	Entergy	have	not	been	calculated	because	of	the	significant	variability	in	power	pricing	at	any	given	time,	but	they	are	expected	to	be significant	and	may	exceed	the	capital	costs.		The	capital	cost	estimate	for	the	wedgewire	screen	construction	is	also	subject	to	uncertainty.		Hearings	on	certain	issues	began	in	2011	in	consolidation	with certain	issues	in	the	water	quality	certification	matter	that	is	discussed	further	below.		The	NYSDEC	is	expected	to	consider	the	information	submitted	and	issue	another	draft	permit	with	a	new	best technology	available	determination,	which	could	still	be	cooling	towers.		A	new	comment	period	and	further	contested	proceedings	likely	would	follow.

Entergy	submitted	its	application	for	a	water	quality	certification	to	the	NYSDEC	in	April	2009,	with	a	reservation	of	rights	regarding	the	applicability	of	Section	401	in	this	case.		After	Entergy submitted	certain	additional	 information	 in	response	 to	NYSDEC	requests	for	additional	 information,	 in	February	2010	 the	NYSDEC	staff	determined	 that	Entergy's	water	quality	certification application	was	complete.		In	April	2010	the	NYSDEC	staff	issued	a	proposed	notice	of	denial	of	Entergy's	water	quality	certification	application	(the	Notice).		NYSDEC	staff's	Notice	triggered	an administrative	adjudicatory	hearing	before	NYSDEC	ALJs	on	the	proposed	Notice.		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.

In	June	2011,	Entergy	filed	notice	with	the	NRC	that	the	NYSDEC,	the	agency	that	would	issue	or	deny	a	water	quality	certification	for	the	Indian	Point	license	renewal	process,	has	taken	longer	than one	year	to	take	final	action	on	Entergy's	application	for	a	water	quality	certification	and,	therefore,	has	waived	its	opportunity	to	require	a	certification	under	the	provisions	of	Section	401	of	the	Clean Water	Act.		The	NYSDEC	has	notified	the	NRC	that	it	disagrees	with	Entergy's	position	and	does	not	believe	that	it	has	waived	the	right	to	require	a	certification.		The	NYSDEC	ALJs	overseeing	the agency's	certification	adjudicatory	process	stated	in	a	ruling	issued	in	July	2011	that	while	the	waiver	issue	is	pending	before	the	NRC,	the	NYSDEC	hearing	process	will	continue	on	selected issues.		The	judge	held	a	Legislative	Hearing	(agency	public	comment	session)	and	an	Issues	Conference	(pre-trial	conference)	in	July	2010	and	set	certain	issues	for	trial	in	October	2011,	which	is continuing	into	2012.		After	the	full	hearing	on	the	merits,	the	ALJs	will	issue	a	recommended	decision	to	the	Commissioner	who	will	then	issue	the	final	agency	decision.		A	party	to	the	proceeding	can appeal	the	decision	of	the	Commissioner	to	state	court.

# 316(b)	Cooling	Water	Intake	Structures

EPA	finalized	regulations	in	July	2004	governing	the	intake	of	water	at	large	existing	power	plants	employing	cooling	water	intake	structures.		The	rule	sought	to	reduce	perceived	impacts	on	aquatic resources	by	requiring	covered	facilities	to	implement	technology	or	other	measures	to	meet	EPA-targeted	reductions	in	water	use	and	corresponding	perceived	aquatic	impacts.		Entergy,	other	industry members	and	industry	groups,	environmental	groups,	and	a	coalition	of	northeastern	and	mid-Atlantic	states	challenged	various	aspects	of	the	rule.		In	January	2007,	the	U.S.	Second	Circuit	Court	of Appeals	remanded	the	rule	to	the	EPA	for	reconsideration.		The	court	instructed	the	EPA	to	reconsider	several	aspects	of	the	rule	that	were	beneficial	to	businesses	affected	by	the	rule	after	finding	that these	provisions	of	the	rule	were	contrary	to	the	language	of	the	Clean	Water	Act	or	were	not	sufficiently	explained	in	the	rule.		In	April	2008,	the	U.S.	Supreme	Court	agreed	to	review	the	Second Circuit	decision	on	the	question	of	whether	the	EPA	may	take	into	consideration	a	cost-benefit	analysis	in	developing	these	regulations,	a	consideration	of	potential	benefit	to	businesses	affected	by	the rule	that	the	Second	Circuit	disallowed.		In	March	2009,	the	Supreme	Court	ruled	in	favor	of	the	petitioners	that	cost-benefit	analysis	may	be	taken	into	consideration.		The	EPA	reissued	the	proposed rule	in	April	2011,	with	finalization	anticipated	by	July	27,	2012.		Entergy	filed	comments	with	the	EPA	on	the	proposed	rule.

At	the	request	of	the	EPA	Region	1	(Boston),	Entergy	submitted	extensive	data	to	the	agency	in	July	2008	concerning	cooling	water	intake	impacts	at	the	Pilgrim	nuclear	power	plant.		The	Engineering Study,	included	as	part	of	the	July	2008	submittal,	concluded	that	cooling	towers	are	not	feasible	due	to	restrictions	in	the	plant's	condenser	design	and	capacity.		Other	technologies,	such	as	variable speed	pumps	and	the	relocation	of	the	cooling	water	intake,	were	also	analyzed	as	part	of	that	submittal.		EPA	has	not	yet	responded	to	the	July	2008	submittal.

Entergy	will	continue	to	review	the	revised	proposed	rule	and	monitor	the	activities	of	the	EPA	and	the	states	toward	the	implementation	of	section	316(b)	of	the	Clean	Water	Act.		Until	analysis	of	this revised	proposed	rule	is	complete,	deadlines	for	determining	compliance	with	Section	316(b)	and	for	any	required	capital	or	operational	expenditures	are	unknown	at	this	time.		As	a	result,	management cannot	predict	the	amounts	Entergy	will	ultimately	be	required	to	spend	to	comply	with	Section	316(b)	and	any	related	state	regulations,	although	such	amounts	could	be	significant.

# Coastal	Zone	Management	Act

The	 Coastal	 Zone	 Management	 Act	 (CZMA)	 requires	 federally-permitted	 activities	 within	 a	 coastal	 zone	 to	 be	 consistent	 with	 the	 state's	 federally-approved	 coastal	 zone	 management program.		Accordingly,	Entergy	must	ensure	that	the	requirements	of	the	CZMA,	which	is	administered	in	New	York	primarily	by	the	New	York	Department	of	State,	are	satisfied	before	the	NRC	may issue	renewed	licenses	for	Indian	Point	2	and	3.		Indian	Point	expects	to	file	its	consistency	determination	application	with	the	New	York	Department	of	State	in	2012.		When	the	application	is	deemed complete,	the	New	York	Department	of	State	has	six	months	from	the	date	of	the	application	to	issue	or	deny	the	consistency	certification.

# Groundwater	at	Certain	Nuclear	Sites

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

As	part	of	the	groundwater	monitoring	and	protection	program,	Entergy	has:	(1)	performed	reviews	of	plant	groundwater	characteristics	(hydrology)	and	historical	records	of	past	events	on	site	that	may have	potentially	impacted	groundwater;	(2)	implemented	fleet	procedures	on	how	to	handle	events	that	could	impact	groundwater;	and	(3)	installed	groundwater	monitoring	wells	and	began	periodic sampling.		The	program	also	includes	protocols	for	notifying	local	officials	if	contamination	is	found.		To	date,	radionuclides	such	as	tritium	have	been	detected	at	Entergy's	FitzPatrick,	Indian	Point, Palisades,	Pilgrim,	Grand	Gulf,	Vermont	Yankee,	and	River	Bend	plants.		Based	on	current	information,	the	concentrations	and	locations	of	tritium	detected	at	these	plants	pose	no	threat	to	public	health or	safety.

At	FitzPatrick,	twenty-one	(21)	monitoring	wells	are	installed	and	being	routinely	monitored	for	tritium	and	other	radioisotopes.		Tritium	and	Strontium-90	have	been	detected	in	several	of	these	wells	at trace	concentrations	well	below	the	EPA	drinking	water	standard.		A	more	significant	concentration	of	tritium	was	identified	in	the	reactor	building	perimeter	drain	piping	and	associated	collection sump.		The	site	identified	the	sources	as	a	piping	leak	that	subsequently	migrated	to	the	environment	via	a	failed	concrete	expansion	joint.		Repairs	to	the	piping	system	were	completed	in	September 2010.		There	are	no	drinking	water	wells	on-site.

Entergy	identified	and	addressed	two	sources	of	the	contamination	at	Indian	Point:	the	Unit	1	and	2	spent	fuel	pools.		In	October	2007,	the	EPA	announced	that	it	was	consulting	with	the	NRC	and	the NYSDEC	regarding	Indian	Point.		The	EPA	stated	that	after	reviewing	data	it	confirmed	with	New	York	State	that	there	have	been	no	violations	of	federal	drinking	water	standards	for	radionuclides	in drinking	water	supplies.		Indian	Point	has	implemented	an	extensive	groundwater	monitoring	and	protection	program,	including	installing	approximately	35	monitoring	wells.		Entergy	has	been	working cooperatively	with	the	NRC	and	the	NYSDEC	in	a	split	sample	program	to	independently	analyze	test	samples.

At	Palisades,	Entergy	identified	tritium	in	two	groundwater	monitoring	wells	in	December	2007	caused	by	leakage	from	the	buried	piping	for	a	recirculation	line.		Following	investigation	and	repair work	on	this	line,	the	decision	was	made	to	abandon	the	line	and	install	new,	replacement	buried	pipe	for	this	system.		This	effort	was	completed	in	December	2009.		Groundwater	from	three	site monitoring	wells	continued	to	show	positive	detections	of		tritium	resulting	in	renewed	investigation	and	subsequent	piping	repair	during	May	2011.		Monitoring	wells	are	being	sampled	and	analyzed	on a	bi-weekly	basis	and	remaining	site	monitoring	wells	are	being	sampled	and	analyzed	quarterly.

At	Pilgrim,	18	monitoring	wells	are	being	sampled	and	analyzed	on	a	routine	basis.		Results	continue	to	show	low	levels	of	tritium.		A	hydrogeological	analysis	was	performed	in	2009	to	pinpoint locations	for	additional	evaluation	wells,	and	these	wells	were	installed	in	2010.		Tritium	was	discovered	in	two	onsite	wells.		Investigations	are	underway	to	determine	the	source	of	the	tritium,	and	split sampling	is	being	performed	routinely	with	the	State	of	Massachusetts.		In	order	to	further	its	tritium	investigations,	Pilgrim	added	two	more	groundwater	monitoring	wells	in	December	2011,	bringing the	total	number	of	monitoring	wells	to	20.		The	Pilgrim	tritium	technical	team	meets	twice	per	week	to	discuss	investigative	options	and	weekly	update	calls	are	held	with	the	Massachusetts	Department of	Public	Health.

At	Grand	Gulf,	groundwater	samples	collected	in	June	2010	and	thereafter	have	revealed	the	presence	of	low-level	tritium.		These	groundwater	detections	are	believed	to	be	from	a	leak	of	a	temporary chiller	unit	that	occurred	in	1997.		The	leak	was	detected	and	halted	in	1997,	but	approximately	1,200	gallons	of	water	spilled	from	the	temporary	chiller	unit.		In	addition	to	these	groundwater	samples, certain	surface	water	samples	at	Grand	Gulf	also	have	detected	the	presence	of	low-level	tritium.		These	surface	water	detections	are	believed	to	be	from	tritium	recapture	from	atmospheric	deposition; however,	further	analysis	and	investigation	are	taking	place	to	determine	the	cause	of	all	the	tritium	detections.

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.		In	March	2010,	Vermont	Yankee	announced	that	it	had	identified	the	source	of	the	tritium	leakage	at	the	plant,	and	that	it	had	stopped	the	leakage.		Remediation	of	the	soil	is	complete	and groundwater	remediation	is	ongoing.		In	September	2011	the	NRC	concluded	that	Vermont	Yankee	had	complied	with	all	applicable	regulatory	requirements	and	standards	pertaining	to	radiological effluent	monitoring,	dose	and	assessment	and	radiological	evaluation.		It	also	found	that	there	has	been	no	impact	on	public	health	and	safety	due	to	the	groundwater	contamination	event	that	led	to	the detection	of	tritium	in	groundwater	samples	in	January	2010.

In	February	2010	the	Vermont	Public	Service	Board	(VPSB)	began	a	proceeding	to	conduct	an	investigation	into	whether	Vermont	Yankee	should	be	required	to	cease	operations,	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	Vermont	Yankee	for	any	identified	violations	of	Vermont	statutes	or VPSB	orders	related	to	those	releases.		The	proceeding	and	VPSB	investigation	were	opened	prior	to	Vermont	Yankee	locating	the	source	and	beginning	the	remediation	of	the	tritium	leaking	into groundwater	at	the	site.		The	VPSB	conceded	in	its	order	that	its	jurisdiction	to	impose	some	or	all	of	the	relief	requested	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.		The	VPSB	held	evidentiary	hearings	in	January	2011	on	the	facts	of	the	tritium	leakage	and	remediation	and	on	various	parties'	requests	for	relief.		There	is	no	schedule	for	decision	by the	VPSB	on	jurisdiction	or	other	issues.

In	December	2011,	River	Bend	sampled	a	groundwater	well	previously	installed	for	the	purpose	of	collecting	groundwater	elevation	measurements.		The	sample	revealed	the	presence	of	tritium	above the	drinking	water	threshold	set	by	the	EPA.		No	groundwater	wells	are	used	for	drinking	on-site	and	tritium	was	not	detected	in	any	wells	downgradient	or	surrounding	this	well.		Notification	was	made to	the	NRC,	as	well	as	to	state	and	local	agencies.		Entergy	is	performing	an	evaluation	and	review	of	this	condition.

# Indian	Point	Units	1	and	2	Hazardous	Waste	Remediation

As	part	of	the	effort	to	terminate	the	current	Indian	Point	2	mixed	waste	storage	permit,	Entergy	was	required	to	perform	groundwater	and	soil	sampling	for	metals,	PCBs	and	other	non-radiological contaminants	on	plant	property,	regardless	of	whether	these	contaminants	stem	from	onsite	activities	or	were	related	to	the	waste	stored	on-site	pursuant	to	the	permit.		Entergy	believes	this	permit	is	no longer	necessary	for	the	facility	due	to	an	exemption	for	mixed	wastes	(hazardous	waste	that	is	also	radioactive)	promulgated	as	part	of	the	EPA's	hazardous	waste	regulations.		This	exemption	allows mixed	waste	to	be	regulated	through	the	NRC	license	instead	of	through	a	separate

EPA	or	state	hazardous	waste	permit.		In	February	2008,	Entergy	submitted	its	report	on	this	sampling	effort	to	the	NYSDEC.		The	report	indicated	the	presence	of	various	metals	in	soils	and groundwater	at	levels	above	the	NYSDEC	cleanup	objectives.		It	does	not	appear	that	these	metals	are	connected	to	operation	of	the	nuclear	facility.		At	the	request	of	the	NYSDEC,	Entergy	submitted	a plan	in	August	2008	for	a	study	that	identified	the	sources	of	the	metals.		The	NYSDEC	approved	the	work	plan	with	some	conditions	related	to	the	need	to	study	whether	the	soil	impact	observed	may have	originated	from	plant	construction	materials.		Entergy	has	conducted	additional	sampling	and	currently	is	evaluating	the	results	in	order	to	provide	additional	information	to	the	NYSDEC.		Entergy is	unable	to	determine	what	the	extent	or	cost	of	required	remediation,	if	any,	will	be	at	this	time.

Prior	to	Entergy's	purchase	of	Indian	Point	Unit	1,	the	previous	owner	completed	the	cleanup	and	desludging	of	the	Unit	1	water	storage	pool,	generating	mixed	waste.		The	waste	currently	is	stored	in the	Unit	1	containment	building	in	accordance	with	NRC	regulations	controlling	low	level	radioactive	waste.		The	waste	is	also	regulated	by	the	NYSDEC.		The	NYSDEC	requires	a	quarterly	survey	of the	availability	of	any	commercial	facility	capable	of	treating,	processing,	and	disposing	of	this	waste	in	a	commercially	reasonable	manner.		Entergy	continues	to	review	this	matter	and	to	conduct	its quarterly	searches	for	a	commercially	reasonable	vendor	that	is	acceptable	both	to	the	NRC	and	the	NYSDEC.		The	cost	of	this	disposal	cannot	be	estimated	at	this	time	due	to	the	many	variables existing	in	the	type	and	manner	of	disposal.

# Comprehensive	Environmental	Response,	Compensation,	and	Liability	Act	of	1980

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

# Coal	Combustion	Residuals

In	June	2010	the	EPA	issued	a	proposed	rule	on	coal	combustion	residuals	(CCRs)	that	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	in	certain	processes	would	remain	excluded	from	hazardous	waste	regulation.

The	proposed	regulations	would	create	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

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

Entergy	Gulf	States	Louisiana	is	currently	involved	in	the	second	phase	of	the	remedial	investigation	of	the	Lake	Charles	Service	Center	site,	located	in	Lake	Charles,	Louisiana.		A	manufactured	gas plant	(MGP)	is	believed	to	have	operated	at	this	site	from	approximately	1916	to	1931.		Coal	tar,	a	by-product	of	the	distillation	process	employed	at	MGPs,	was	apparently	routed	to	a	portion	of	the property	for	disposal.		The	same	area	has	also	been	used	as	a	landfill.		In	1999,	Entergy	Gulf	States,	Inc.	signed	a	second	administrative	consent	order	with	the	EPA	to	perform	removal	action	at	the site.		In	2002,	approximately	7,400	tons	of	contaminated	soil	and	debris	were	excavated	and	disposed	of	from	an	area	within	the	service	center.		In	2003,	a	cap	was	constructed	over	the	remedial	area	to prevent	the	migration	of	contamination	to	the	surface.		In	August	2005,	an	administrative	order	was	issued	by	the	EPA	requiring	that	a	10-year	groundwater	study	be	conducted	at	this	site.		The groundwater	monitoring	study	commenced	in	January	2006	and	is	continuing.		Entergy	Gulf	States	Louisiana	and	Entergy	Texas	each	believe	that	its	remaining	responsibility	for	this	site	will	not materially	exceed	the	existing	clean-up	provisions	of	$0.5	million	for	Entergy	Gulf	States	Louisiana	and	$0.4	million	for	Entergy	Texas.

In	1994,	Entergy	Gulf	States,	Inc.	performed	a	site	assessment	in	conjunction	with	a	construction	project	at	the	Louisiana	Station	Generating	Plant	(Louisiana	Station).		In	1995,	a	further	assessment confirmed	subsurface	soil	and	groundwater	impact	to	three	areas	on	the	plant	site.		After	validation,	a	notification	was	made	to	the	LDEQ	and	a	phased	process	was	executed	to	remediate	each	area	of concern.		The	final	phase	of	groundwater	clean-up	and	monitoring	at	Louisiana	Station	is	expected	to	continue	for	several	more	years.		Future	costs	are	not	expected	to	exceed	Entergy	Gulf	States Louisiana's	existing	provision	of	$0.7	million.

# Entergy	Louisiana	and	Entergy	New	Orleans

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

During	1993,	the	LDEQ	issued	new	rules	for	solid	waste	regulation,	including	regulation	of	wastewater	impoundments.		Entergy	Louisiana	has	determined	that	some	of	its	power	plant	wastewater impoundments	were	affected	by	these	regulations	and	may	require	remediation,	repair,	or	closure.		Completion	of	this	work	is	dependent	on	pending	LDEQ	approval	of	submitted	solid	waste	permit applications.	 	 As	 a	 result,	 a	 recorded	 liability	 in	 the	 amount	 of	 $1.9	 million	 for	 Entergy	 Louisiana	 existed	 at	 December	 31,	 2011	 for	 ongoing	 wastewater	 remediation	 and	 repairs	 and closures.		Management	believes	this	reserve	to	be	adequate	based	on	current	estimates.

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

The	Texas	Commission	on	Environmental	Quality	(TCEQ)	notified	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	New	Orleans,	and	Entergy	Texas	that	the	TCEQ believes	those	entities	are	PRPs	concerning	contamination	existing	at	the	San	Angelo	Electric	Service	Company	(SESCO)	facility	in	San	Angelo,	Texas.		The	facility	operated	as	a	transformer	repair	and scrapping	facility	from	the	1930s	until	2003.		Both	soil	and	groundwater	contamination	exists	at	the	site.		Entergy	Gulf	States,	Inc.	and	Entergy	Louisiana	sent	transformers	to	this	facility	during	the 1980s.	 	 Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Texas,	 Entergy	 Louisiana,	 and	 Entergy	 Arkansas	 responded	 to	 an	 information	 request	 from	 the	 TCEQ	 and	 continue	 to	 cooperate	 in	 this investigation.		Entergy	Gulf	States	Louisiana,	Entergy	Texas,	and	Entergy	Louisiana	joined	a	group	of	PRPs	responding	to	site	conditions	in

cooperation	with	the	State	of	Texas,	creating	cost	allocation	models	based	on	review	of	SESCO	documents	and	employee	interviews,	and	investigating	contribution	actions	against	other	PRPs.		Entergy Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	Texas	have	agreed	to	contribute	to	the	remediation	of	contaminated	soil	and	groundwater	at	the	site	in	a	measure	proportionate	to	those	companies' involvement	at	the	site,	while	Entergy	Arkansas	and	Entergy	New	Orleans	likely	will	pay	de	minimis	amounts.		Current	estimates,	although	preliminary	and	variable	depending	on	the	level	of	third-party cost	contributions,	indicate	that	Entergy's	total	share	of	remediation	costs	likely	will	be	less	than	$1	million.		The	TCEQ	approved	an	agreed	administrative	order	in	September	2006	that	allows	the implementation	of	a	Remedial	Investigation/Feasibility	Study	at	the	SESCO	site;	with	the	ultimate	disposition	being	a	remedial	action	to	remove	contaminants	of	concern.		The	TCEQ	approved	the Remedial	Investigation	Work	Plan	in	May	2007	and	field	sampling	began	in	July	2007.		Off-site	removal	of	certain	PCB-impacted	soil	and	debris	were	completed	at	the	site	in	December	2010.		The Remedial	Investigation	report	was	submitted	in	February	2011	to	the	TCEQ	and	was	approved	on	April	15,	2011.		The	PRP	working	group	prepared	a	Feasibility	Study	and	description	of	proposed	site remediation	and	management	actions	for	TCEQ's	review.		This	information	was	submitted	to	the	TCEQ	in	June	2011.

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

The	EPA	notified	Entergy	Mississippi,	Entergy	Gulf	States	Louisiana,	Entergy	Texas,	and	Entergy	New	Orleans	that	the	EPA	believes	those	entities	are	PRPs	concerning	contamination	of	an	area known	as	"Devil's	Swamp	Lake"	near	the	Port	of	Baton	Rouge,	Louisiana.		The	area	allegedly	was	contaminated	by	the	operations	of	Rollins	Environmental	(LA),	Inc,	which	operated	a	disposal	facility to	which	many	companies	contributed	waste.		Documents	provided	by	the	EPA	indicate	that	Entergy	Louisiana	may	also	be	a	PRP.		Entergy	continues	to	monitor	this	developing	situation.

In	November	2010	a	transformer	at	the	Indian	Point	facility	failed,	resulting	in	a	fire	and	the	release	of	non-PCB	oil	to	the	ground	surface.		The	fire	was	extinguished	by	the	facility's	fire	deluge system.		No	injuries	occurred	due	to	the	transformer	failure	or	company	response.		Non-PCB	oil	and	deluge	water	were	released	into	the	facility's	discharge	canal	and	the	environment	surrounding	the transformer	and	discharge	canal,	including	the	Hudson	River,	as	a	result	of	the	failure,	fire,	and	fire	suppression.		Once	the	fire	was	extinguished,	Indian	Point	personnel	and	contractors	began	recovering the	oil	from	the	damaged	transformer,	the	transformer	containment	moat,	and	the	area	surrounding	the	transformer.		The	State	of	New	York	has	indicated	its	intention	to	assess	a	penalty	due	to	the release	of	oil	to	waters	of	the	state	and	the	failure	of	the	transformer	containment	moat	to	prevent	this	release	of	oil.		Discussions	with	the	state	continue.

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

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

# Texas	Power	Price	Lawsuit

In	August	2003,	a	lawsuit	was	filed	in	the	district	court	of	Chambers	County,	Texas	by	Texas	residents	on	behalf	of	a	purported	class	apparently	of	the	Texas	retail	customers	of	Entergy	Gulf States,	Inc.	who	were	billed	and	paid	for	electric	power	from	January	1,	1994	to	the	present.		The	named	defendants	include	Entergy	Corporation,	Entergy	Services,	Entergy	Power,	Entergy	Power Marketing	Corp.,	and	Entergy	Arkansas.		Entergy	Gulf	States,	Inc.	was	not	a	named	defendant,	but	is	alleged	to	be	a	co-conspirator.		The	court	granted	the	request	of	Entergy	Gulf	States,	Inc.	to intervene	in	the	lawsuit	to	protect	its	interests.

Plaintiffs	allege	that	the	defendants	implemented	a	"price	gouging	accounting	scheme"	to	sell	to	plaintiffs	and	similarly	situated	utility	customers	higher	priced	power	generated	by	the defendants	while	rejecting	and/or	reselling	to	off-system	utilities	less	expensive	power	offered	and/or	purchased	from	off-system	suppliers	and/or	generated	by	the	Entergy	system.		In	particular, plaintiffs	allege	that	the	defendants	manipulated	and	continue	to	manipulate	the	dispatch	of	generation	so	that	power	is	purchased	from	affiliated	expensive	resources	instead	of	buying	cheaper	off- system	power.

Plaintiffs	stated	in	their	pleadings	that	customers	in	Texas	were	charged	at	least	$57	million	above	prevailing	market	prices	for	power.		Plaintiffs	seek	actual,	consequential	and	exemplary damages,	costs	and	attorneys'	fees,	and	disgorgement	of	profits.		The	plaintiffs'	experts	have	tendered	a	report	calculating	damages	in	a	large	range,	from	$153	million	to	$972	million	in	present	value, under	various	scenarios.		The	Entergy	defendants	have	tendered	expert	reports	challenging	the	assumptions,	methodologies,	and	conclusions	of	the	plaintiffs'	expert	reports.

The	case	is	pending	in	state	district	court,	and	a	class	certification	hearing	was	held	in	August	2011.		The	decision	of	the	court	on	class	certification	is	pending.

The	Mississippi	attorney	general	filed	a	complaint	in	state	court	in	December	2008	against	Entergy	Corporation,	Entergy	Mississippi,	Entergy	Services,	and	Entergy	Power	alleging,	among	other things,	violations	of	Mississippi	statutes,	fraud,	and	breach	of	good	faith	and	fair	dealing,	and	requesting	an	accounting	and	restitution.		The	litigation	is	wide	ranging	and	relates	to	tariffs	and	procedures under	which	Entergy	Mississippi	purchases	power	not	generated	in	Mississippi	to	meet	electricity	demand.		Entergy	believes	the	complaint	is	unfounded.		On	December	29,	2008,	the	defendant	Entergy companies	filed	to	remove	the	attorney	general's	suit	to	U.S.	District	Court	(the	forum	that	Entergy	believes	is	appropriate	to	resolve	the	types	of	federal	issues	raised	in	the	suit),	where	it	is	currently pending,	and	additionally	answered	the	complaint	and	filed	a	counter-claim	for	relief	based	upon	the	Mississippi	Public	Utilities	Act	and	the	Federal	Power	Act.		The	Mississippi	attorney	general	has filed	a	pleading	seeking	to	remand	the	matter	to	state	court.		In	May	2009,	the	defendant	Entergy	companies	filed	a	motion	for	judgment	on	the	pleadings	asserting	grounds	of	federal	preemption,	the exclusive	jurisdiction	of	the	MPSC,	and	factual	errors	in	the	attorney	general's	complaint.

# Fiber	Optic	Cable	Litigation	(Entergy	Corporation	and	Entergy	Louisiana)

Several	property	owners	have	filed	a	class	action	suit	against	Entergy	Louisiana,	Entergy	Services,	ETHC,	and	Entergy	Technology	Company	in	state	court	in	St.	James	Parish,	Louisiana purportedly	on	behalf	of	all	property	owners	in	Louisiana	who	have	conveyed	easements	to	the	defendants.		The	lawsuit	alleges	that	Entergy	installed	fiber	optic	cable	across	the	plaintiffs'	property without	obtaining	appropriate	easements.		The	plaintiffs	seek	damages	equal	to	the	fair	market	value	of	the	surplus	fiber	optic	cable	capacity,	including	a	share	of	the	profits	made	through	use	of	the	fiber optic	cables,	and	punitive	damages.		Entergy	removed	the	case	to	federal	court	in	New	Orleans;	however,	the	district	court	remanded	the	case	back	to	state	court.		In	February	2004,	the	state	court	entered an	order	certifying	this	matter	as	a	class	action.		Entergy's	appeals	of	this	ruling	were	denied.		The	parties	have	entered	into	a	term	sheet	establishing	basic	terms	for	a	settlement	that	must	be	approved	by the	court.

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

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

Employment	and	Labor-related	Proceedings	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and System	Energy)

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

# Employees

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

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

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

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

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

# RISK	FACTORS

Investors	should	review	carefully	the	following	risk	factors	and	the	other	information	in	this	Form	10-K.		The	risks	that	Entergy	faces	are	not	limited	to	those	in	this	section.		There	may	be additional	risks	and	uncertainties	(either	currently	unknown	or	not	currently	believed	to	be	material)	that	could	adversely	affect	Entergy's	financial	condition,	results	of	operations	and	liquidity.		See "FORWARD-LOOKING	INFORMATION."

# Utility	Regulatory	Risks

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

The	terms	and	conditions	of	service,	including	electric	and	gas	rates,	of	the	Utility	operating	companies	and	System	Energy	are	determined	through	regulatory	approval	proceedings	that are	lengthy	and	subject	to	appeal	that	could	result	in	delays	in	effecting	rate	changes	and	uncertainty	as	to	ultimate	results.

The	rates	that	the	Utility	operating	companies	and	System	Energy	charge	reflect	their	capital	expenditures,	operations	and	maintenance	charges,	allowed	rates	of	return,	financing	costs,	and related	costs	of	service.		These	rates	significantly	influence	the	financial	condition,	results	of	operations,	and	liquidity	of	Entergy	and	each	of	the	Utility	operating	companies	and	System	Energy.		These rates	are	determined	in	regulatory	proceedings	and	are	subject	to	periodic	regulatory	review	and	adjustment.

In	addition,	regulators	can	initiate	proceedings	to	investigate	the	prudence	of	costs	in	the	Utility	operating	companies'	base	rates	and	examine,	among	other	things,	the	reasonableness	or prudence	of	the	companies'	operation	and	maintenance	practices,	level	of	expenditures	(including	storm	costs),	allowed	rates	of	return	and	rate	base,	proposed	resource	acquisitions	and	previously incurred	capital	expenditures.		The	regulators	can	disallow	costs	found	not	to	have	been	prudently	incurred	or	found	not	to	have	been	incurred	in	compliance	with	applicable	tariffs,	creating	some	risk	to the	ultimate	recovery	of	those	costs.		Regulatory	proceedings	relating	to	rates	and	other	matters	typically	involve	multiple	parties	seeking	to	limit	or	reduce	rates.		The	proceedings	generally	have	long timelines,	are	primarily	based	on	historical	costs,	and	may	or	may	not	be	limited	by	statute,	which	could	cause	the	Utility	operating	companies	and	System	Energy	to	experience	regulatory	lag	in recovering	such	costs	through	rates.		Decisions	are	typically	subject	to	appeal,	potentially	leading	to	additional	uncertainty	associated	with	rate	case	proceedings.		Although	four	of	the	Utility	operating companies	(Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans)	currently	obtain	recovery	under	formula	rate	plans,	at	some	point	in	the	future	these formula	rate	plans	may	no	longer	be	extended,	at	which	time	these	Utility	operating	companies	would	operate	again	in	a	more	traditional	rate	case	environment.		In	addition,	Entergy	Gulf	States Louisiana	and	Entergy	Louisiana	were	required	by	the	LPSC	to	file	full	rate	cases	by	January	2013	when	their	current	formula	rate	plans	expire.

The	Utility	operating	companies	and	System	Energy,	and	the	energy	industry	as	a	whole,	have	experienced	a	period	of	rising	costs	and	investments,	which	could	result	in	more	frequent	rate cases	and	requests	for,	and	the	continuation	of,	cost	recovery	mechanisms.	 	For	information	regarding	rate	case	proceedings	and	formula	rate	plans	applicable	to	certain	of	the	Utility	operating companies,	see	Note	2	to	the	financial	statements.

# The	Utility	operating	companies	recover	fuel	and	purchased	power	costs	through	rate	mechanisms	that	are	subject	to	risks	of	delay	or	disallowance	in	regulatory	proceedings.

The	Utility	operating	companies	recover	their	fuel	and	purchased	power	costs	from	their	customers	through	rate	mechanisms	subject	to	periodic	regulatory	review	and	adjustment.		Because regulatory	review	can	result	in	the	disallowance	of	incurred	costs	found	not	to	have	been	prudently	incurred	with	the	possibility	of	refunds	to	ratepayers,	there	exists	some	risk	to	the	ultimate	recovery	of those	costs.		Regulators	can	initiate	proceedings	to	investigate	the	continued	usage	or	the	adequacy	and	operation	of	the	fuel	and	purchased	power	recovery	clauses	of	the	Utility	operating	companies.

The	Utility	operating	companies'	cash	flows	can	be	negatively	affected	by	the	time	delays	between	when	gas,	power	or	other	commodities	are	purchased	and	the	ultimate	recovery	from customers	of	the	costs	in	rates.		On	occasion,	when	the	level	of	incurred	costs	for	fuel	and	purchased	power	rises	very	dramatically,	some	of	the	Utility	operating	companies	may	agree	to	defer	recovery of	a	portion	of	that	period's	fuel	and	purchased	power	costs	for	recovery	at	a	later	date,	which	could	increase	the	near-term	working	capital	and	borrowing	requirements	of	those	companies.		For	a description	of	fuel	and	purchased	power	recovery	mechanisms	and	information	regarding	the	regulatory	proceedings	for	fuel	and	purchased	power	recovery,	see	Note	2	to	the	financial	statements.

As	a	result	of	a	challenge	by	the	LPSC,	the	manner	in	which	the	Utility	operating	companies	have	traditionally	shared	the	costs	associated	with	coordinated	planning,	construction	and operation	of	generating	resources	has	been	changed	by	the	FERC,	which	will	require	adjustment	of	retail	and	wholesale	rates	in	the	jurisdictions	where	the	Utility	operating	companies	provide service	and	has	introduced	additional	uncertainty	in	the	ratemaking	process.

The	Utility	operating	companies	historically	have	engaged	in	the	coordinated	planning,	construction,	and	operation	of	generating	resources	and	bulk	transmission	facilities	under	the	terms	of	the System	Agreement,	which	is	a	rate	schedule	that	has	been	approved	by	the	FERC.		In	2005,	the	FERC	issued	a	decision	requiring	changes	to	the	cost	allocation	methodology	used	in	that	rate	schedule.

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

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

Based	upon	the	effect	of	the	FERC	decision	described	in	the	preceding	risk	factor,	in	December	2005,	Entergy	Arkansas	provided	notice	of	its	intent	to	terminate	its	participation	in	the	System Agreement.		In	November	2007,	Entergy	Mississippi	provided	its	notice	to	terminate	its	participation	in	the	System	Agreement.		Each	notice	of	termination	is	effective	ninety-six	(96)	months	from	the date	of	notice	(December	2013	for	Entergy	Arkansas	and	November	2015	for	Entergy	Mississippi)	or	such	earlier	date	as	authorized	by	the	FERC.		The	FERC	accepted	the	notices	in	November	2009; the	LPSC	and	City	Council	have	requested	rehearing	of	that	order.		In	February	2011,	the	FERC	denied	the	request	for	rehearing.		The	LPSC	has	appealed	the	FERC's	decision	to	the	U.S.	Court	of Appeals	for	the	District	of	Columbia	and	oral	argument	was	held	January	13,	2012.

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

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

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

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

There	is	uncertainty	as	to	whether	the	Utility	operating	companies'	proposal	to	join	the	MISO	RTO	by	December	2013	will	receive	all	required	regulatory	approvals	in	a	timely	manner	and,	if the	proposal	is	approved,	the	nature	and	effect	of	any	operational	challenges	the	Utility	operating	companies	might	face	in	connection	with	integration	into	the	MISO	RTO.		For	the	period	of	time	prior	to integration	of	all	of	the	Utility	operating	companies	into	the	MISO	RTO	or	in	the	event	all	necessary	approvals	to	participate	in	the	MISO	RTO	are	not	obtained	in	a	timely	manner,	an	extension	of	the current	ICT	arrangement	or	the	establishment	of	a	similar	arrangement	with	another	qualified	entity	may	be	required.		The	outcome	of	any	effort	to	negotiate	an	extension	of	the	current	arrangement	or	to make	alternative	arrangements	cannot	be	predicted	at	this	time.

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

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

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

# Nuclear	Operating	and	Regulatory	Risks

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

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

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

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

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

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

Based	upon	currently	planned	fuel	cycles,	Entergy's	nuclear	units	have	a	diversified	portfolio	of	contracts	and	 inventory	 that	provides	substantially	adequate	nuclear	fuel	materials	and conversion	and	enrichment	services	at	what	Entergy	believes	are	reasonably	predictable	prices	through	most	of	2012,	and	with	substantial	additional	amounts	after	that	time.	Entergy's	ability	to	purchase nuclear	fuel	at	reasonably	predictable	prices,	however,	depends	upon	the	performance	reliability	of	uranium	miners.	There	are	a	number	of	possible	alternate	suppliers	that	may	be	accessed	to	mitigate any	supplier	performance	failure,	although	the	pricing	of	any	such	alternate	uranium	supply	from	the	market	will	be	dependent	upon	the	market	for	uranium	supply	at	that	time.	Entergy	also	may	draw upon	its	own	inventory	intended	for	later	generation	periods,	depending	upon	its	risk	management	strategy	at	that	time.		Entergy

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

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

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

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

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

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

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

associated	with	storage	of	spent	nuclear	fuel.		For	example,	while	the	DOE	is	required	by	law	to	proceed	with	the	licensing	of	Yucca	Mountain	and,	after	the	license	is	granted	by	the	NRC,	to	construct the	repository	and	commence	the	receipt	of	spent	fuel,	the	Obama	administration	has	expressed	its	intention	and	taken	specific	steps	to	discontinue	the	Yucca	Mountain	project	and	study	a	new	spent	fuel strategy.		These	actions	may	prolong	the	time	before	spent	fuel	is	removed	from	Entergy's	plant	sites.		Because	the	DOE	has	not	accomplished	its	objectives,	it	is	in	non-compliance	with	the	Nuclear Waste	Policy	Act	of	1982	and	has	breached	its	spent	fuel	disposal	contracts,	and	Entergy	has	sued	the	DOE	for	such	breach.		Furthermore,	Entergy	is	uncertain	as	to	when	the	DOE	plans	to	commence acceptance	of	spent	fuel	from	its	facilities	for	storage	or	disposal.		As	a	result,	continuing	future	expenditures	will	be	required	to	increase	spent	fuel	storage	capacity	at	the	companies'	nuclear	sites.		The costs	of	on-site	storage	are	also	affected	by	regulatory	requirements	for	such	storage.		In	addition,	the	availability	of	a	repository	or	other	off-site	storage	facility	for	spent	nuclear	fuel	may	affect	the ability	to	fully	decommission	the	nuclear	units	and	the	costs	relating	to	decommissioning.		For	further	information	regarding	spent	fuel	storage,	see	the	"Critical	Accounting	Estimates	–	Nuclear Decommissioning	Costs	–	Spent	Fuel	Disposal"	section	of	Management's	Financial	Discussion	and	Analysis	for	Entergy,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and System	Energy.

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

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

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

As	an	owner	of	nuclear	power	plants,	Entergy	participates	in	industry	self-insurance	programs	and	could	be	liable	to	fund	claims	should	a	plant	owned	by	a	different	company	experience	a major	event.		Any	resulting	liability	from	a	nuclear	accident	may	exceed	the	applicable	primary	insurance	coverage	and	require	contribution	of	additional	funds	through	the	industry-wide	program	that could	significantly	affect	the	results	of	operations,	financial	condition	or	liquidity	of	Entergy,	certain	of	the	Utility	operating	companies,	System	Energy	or	the	Entergy	Wholesale	Commodities subsidiaries.

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

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

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

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

New	and	existing	concerns	are	being	expressed	in	public	forums	about	the	safety	of	nuclear	generating	units	and	nuclear	fuel,	in	particular	in	the	northeastern	United	States,	which	is	where	five of	the	six	units	in	the	current	fleet	of	Entergy	Wholesale	Commodities	nuclear	power	plants	are	located.		These	concerns	have	led	to,	and	are	expected	to	continue	to	lead	to,	various	proposals	to	Federal regulators	and	governing	bodies	in	some	localities	where	Entergy's	subsidiaries	own	nuclear	generating	units	for	legislative	and	regulatory	changes	that	could	lead	to	the	shutdown	of	nuclear	units,	denial of	license	renewal	applications,	municipalization	of	nuclear	units,	restrictions	on	nuclear	units	as	a	result	of	unavailability	of	sites	for	spent	nuclear	fuel	storage	and	disposal,	or	other	adverse	effects	on owning	and	operating	nuclear	generating	units.		Entergy	vigorously	responds	to	these	concerns	and	proposals.		If	any	of	the	existing	proposals,	or	any	proposals	that	may	arise	in	the	future	with	respect	to legislative	and	regulatory	changes,	become	effective,	they	could	have	a	material	effect	on	Entergy's	results	of	operations,	financial	condition	and	liquidity.

# (Entergy	Corporation)

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

The	license	renewal	and	related	processes	for	the	Entergy	Wholesale	Commodities	nuclear	power	plants	have	been	and	may	continue	to	be	the	subject	of	significant	public	debate	and	regulatory and	legislative	review	and	scrutiny	at	the	federal	and,	in	certain	cases,	state	level.		The	operating	licenses	for	Pilgrim,	Indian	Point	2	and	Indian	Point	3	expire	in	June	2012,	September	2013	and December	2015,	respectively.		Because	these	plants	filed	timely	license	renewal	applications,	the	NRC's	rules	provide	that	these	plants	may	continue	to	operate	under	their	existing	operating	licenses until	their	renewal	applications	have	been	finally	determined.		Various	parties	have	expressed	opposition	to	renewal	of	these	licenses.		Renewal	of	the	Indian	Point	licenses	is	the	subject	of	ongoing proceedings	before	the	Atomic	Safety	and	Licensing	Board	(ASLB)	of	the	NRC.		Initial	hearings	on	certain	of	the	contentions	admitted	by	the	ASLB	currently	are	expected	to	begin	by	the	end	of 2012.		In	the	Pilgrim	license	renewal	proceeding,	the	ASLB	has	denied	the	last	pending	proposed	contention	and	has	terminated	proceedings	before	it.		Appeals	of	ASLB	decisions	remain	pending	before the	NRC.		Also	pending	before	the	NRC	is	a	motion	by	Entergy	affiliates	requesting	specific	authorization	to	NRC	staff	to	issue	the	Pilgrim	license.		In	responding	to	that	motion,	NRC	staff	stated	the position	that	whether	to	issue	a	license	where	no	admitted	contentions	are	pending	is	a	matter	of	staff	discretion.		There	is	no	schedule	for	NRC	action	on	the	pending	appeals	or	motion.

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

The	NRC	operating	license	for	Vermont	Yankee	was	to	expire	in	March	2012.		In	March	2011	the	NRC	renewed	Vermont	Yankee's	operating	license	for	an	additional	20	years,	as	a	result	of which	the	license	now	expires	in	2032.		Vermont	Yankee	also	is	operating	under	a	Certificate	of	Public	Good	from	the	State	of	Vermont	that	expires	in	March	2012,	but	has	an	application	pending	before the	Vermont	Public	Service	Board	for	a	new	Certificate	of	Public	Good	for	operation	until	March	2032.		For	additional	discussion	regarding	the	continued	operation	of	the	Vermont	Yankee	plant,	see "Impairment	of	Long-Lived	Assets"	in	Note	1	to	the	financial	statements.

If	the	NRC	finally	denies	the	applications	for	the	renewal	of	operating	licenses	for	one	or	more	of	the	Entergy	Wholesale	Commodities	nuclear	power	plants,	or	a	state	in	which	any	such	nuclear power	plant	is	located	is	able	to	prevent	the	continued	operation	of	such	plant,	Entergy's	results	of	operations,	financial	condition,	and	liquidity	could	be	materially	affected	by	loss	of	revenue	and	cash flow	associated	with	the	plant	or	plants,	potential	impairments	of	the	carrying	value	of	the	plants,	increased	depreciation	rates,	and	an	accelerated	need	for	decommissioning	funds,	which	could	require additional	funding.	In	addition,	Entergy	may	incur	increased	operating	costs	depending	on	any	conditions	that	may	be	imposed	in	connection	with	license	renewal.		For	further	discussion	regarding	the license	renewal	processes	for	the	Entergy	Wholesale	Commodities'	nuclear	power	plants,	see	"ENTERGY'S	BUSINESS	 –	Entergy	Wholesale	Commodities	 –	Property	 –	Nuclear	Generating Stations"	in	Part	I,	Item	1	for	Entergy	Corporation	and	its	subsidiaries.

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

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

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

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

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

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

Market	conditions	such	as	product	cost,	market	liquidity	and	other	portfolio	considerations	influence	the	product	and	contractual	mix.		The	obligations	under	unit-contingent	agreements	depend on	a	generating	asset	that	is	operating;	if	the	generation	asset	is	not	operating,	the	seller	generally	is	not	liable	for	damages.		For	some	unit-contingent	obligations,	however,	there	is	also	a	guarantee	of availability	that	provides	for	the	payment	to	the	power

purchaser	of	contract	damages,	if	incurred,	in	the	event	the	unit	owner	fails	to	deliver	power	as	a	result	of	the	failure	of	the	specified	generation	unit	to	generate	power	at	or	above	a	specified	availability threshold.		Firm	LD	sales	transactions	may	be	exposed	to	substantial	operational	price	risk	to	the	extent	that	the	plants	do	not	run	as	expected	and	market	prices	exceed	contract	prices.

Market	prices	may	fluctuate	substantially,	sometimes	over	relatively	short	periods	of	time,	and	at	other	times	experience	sustained	increases	or	decreases.		Demand	for	electricity	and	its	fuel stock	can	fluctuate	dramatically,	creating	periods	of	substantial	under-	or	over-supply.		During	periods	of	over-supply,	prices	might	be	depressed.		Also,	from	time	to	time	there	may	be	political	pressure, or	pressure	from	regulatory	authorities	with	jurisdiction	over	wholesale	and	retail	energy	commodity	and	transportation	rates,	to	impose	price	limitations,	credit	requirements,	bidding	rules	and	other mechanisms	to	address	volatility	and	other	issues	in	these	markets.

The	price	that	different	counterparties	offer	for	forward	sales	is	influenced	both	by	market	conditions	as	well	as	the	contract	terms	such	as	damage	provisions,	credit	support	requirements	and the	number	of	available	counterparties	interested	in	contracting	for	the	desired	forward	period.		Depending	on	differences	between	market	factors	at	the	time	of	contracting	versus	current	conditions, Entergy	Wholesale	Commodities'	contract	portfolio	may	have	average	contract	prices	above	or	below	current	market	prices,	including	at	the	expiration	of	the	contracts,	which	may	significantly	affect Entergy	Wholesale	Commodities'	results	of	operations,	financial	condition	or	liquidity.		The	recent	economic	downturn	and	negative	trends	in	the	energy	commodity	markets	have	resulted	in	lower natural	gas	prices,	and	current	prevailing	market	prices	for	electricity	in	the	New	York	and	New	England	power	regions	are	therefore	generally	below	the	prices	of	Entergy	Wholesale	Commodities' existing	contracts	in	those	regions.		To	the	extent	these	market	conditions	persist,	Entergy	Wholesale	Commodities'	realized	price	per	MWh	can	be	expected	to	continue	to	decline.		See	"Entergy Corporation	and	Subsidiaries,	Management's	Financial	Discussion	and	Analysis,	Results	of	Operations,	Realized	Revenue	per	MWh for	Entergy	Wholesale	Commodities	Nuclear	Plants." 	With operating	licenses	for	Pilgrim,	Indian	Point	2	and	Indian	Point	3	expiring	between	2012	and	2015,	and	as	a	consequence	of	any	delays	in	obtaining	extension	of	the	operating	licenses	and	any	other approvals	required	for	continued	operation	of	the	plants,	Entergy	Wholesale	Commodities	may	enter	into	fewer	unit-contingent	forward	sales	contracts	for	output	from	such	plants	for	periods	beyond	the license	expiration.

Among	the	factors	that	could	affect	market	prices	for	electricity	and	fuel,	all	of	which	are	beyond	Entergy's	control	to	a	significant	degree,	are:

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

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

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

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

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

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

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

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

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

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

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

·  union	and	labor	relations;

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

·  changes	in	law	resulting	from	federal	or	state	energy	legislation	or	legislation	subjecting	energy	derivatives	used	in	hedging	and	risk	management	transactions	to	governmental	regulation;	and ·  natural	disasters,	terrorist	actions,	wars,	embargoes	and	other	catastrophic	events.

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

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

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

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

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

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

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

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

# General	Business

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

Entergy's	business	is	capital	intensive	and	dependent	upon	its	ability	to	access	capital	at	reasonable	rates	and	other	terms.		At	times	there	are	also	spikes	in	the	price	for	natural	gas	and	other commodities	that	increase	the	liquidity	requirements	of	the	Utility	operating	companies	and	Entergy	Wholesale	Commodities.		In	addition,	Entergy's	and	the	Utility	operating	companies'	liquidity	needs could	significantly	increase	in	the	event	of	a	hurricane	or	other	weather-related	or	unforeseen	disaster	similar	to	that	experienced	in	Entergy's	service	territory	with	Hurricane	Katrina	and	Hurricane	Rita in	2005	and	Hurricane	Gustav	and	Hurricane	Ike	in	2008.		The	occurrence	of	one	or	more	contingencies,	including	a	delay	in	regulatory	recovery	of	fuel	or	purchased	power	costs	or	storm	restoration costs,	higher	than	expected	pension	contributions,	an	acceleration	of	payments	or	decreased	credit	lines,	less	cash	flow	from	operations	than	expected	or	other	unknown	events,	such	as	future	storms, could	 cause	 the	 financing	 needs	 of	 Entergy	 and	 its	 subsidiaries	 to	 increase.	 In	 addition,	 accessing	 the	 debt	 capital	 markets	 more	 frequently	 in	 these	 situations	 may	 result	 in	 an	 increase	 in leverage.		Material	leverage	increases	could	negatively	affect	the	credit	ratings	of	Entergy	and	the	Utility	operating	companies,	which	in	turn	could	negatively	affect	access	to	the	capital	markets.

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

A	downgrade	in	Entergy	Corporation's	or	its	subsidiaries'	credit	ratings	could	negatively	affect	Entergy	Corporation's	and	its	subsidiaries'	ability	to	access	capital	and/or	could	require Entergy	Corporation	or	its	subsidiaries	to	post	collateral,	accelerate	certain	payments	or	repay	certain	indebtedness.

There	are	a	number	of	factors	that	rating	agencies	evaluate	to	arrive	at	credit	ratings	for	each	of	Entergy	Corporation	and	the	Registrant	Subsidiaries,	including	each	Registrant's	regulatory framework,	ability	to	recover	costs	and	earn	returns,	diversification	and	financial	strength	and	liquidity.		If	one	or	more	rating	agencies	downgrade	Entergy	Corporation's,	any	of	the	Utility	operating companies',	or	System	Energy's	ratings,	particularly	below	investment	grade,	borrowing	costs	would	increase,	the	potential	pool	of	investors	and	funding	sources	would	likely	decrease,	and	cash	or	letter of	credit	collateral	demands	may	be	triggered	by	the	terms	of	a	number	of	commodity	contracts,	leases	and	other	agreements.

Most	of	Entergy	Corporation's	and	its	subsidiaries'	large	customers,	suppliers	and	counterparties	require	sufficient	creditworthiness	to	enter	into	transactions.		If	Entergy	Corporation's	or	its subsidiaries'	ratings	decline,	particularly	below	investment	grade,	or	if	certain	counterparties	believe	Entergy	Corporation	or	the	Utility	operating	companies	are	losing	creditworthiness	and	demand adequate	assurance	under	fuel,	gas	and	purchased	power	contracts,	the	counterparties	may	require	posting	of	collateral	in	cash	or	letters	of	credit,	prepayment	for	fuel,	gas	or	purchased	power	or accelerated	payment,	or	counterparties	may	decline	business	with	Entergy	Corporation	or	its	subsidiaries.		At	December	31,	2011,	based	on	power	prices	at	that	time,	Entergy	had	liquidity	exposure	for Entergy	Wholesale	Commodities	business	transactions	of	$133	million	under	guarantees,	$20	million	of	guarantees	that

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

The	construction	of,	and	capital	improvements	to,	power	generation	facilities	involve	substantial	risks.		Should	construction	or	capital	improvement	efforts	be	unsuccessful,	the	financial condition,	results	of	operations	or	liquidity	of	Entergy	and	the	Utility	operating	companies	could	be	materially	affected.

Entergy's	and	the	Utility	operating	companies'	ability	to	complete	construction	of	power	generation	facilities	in	a	timely	manner	and	within	budget	is	contingent	upon	many	variables	and	subject to	substantial	risks.		These	variables	include,	but	are	not	limited	to,	project	management	expertise	and	escalating	costs	for	materials,	labor	and	environmental	compliance.		Delays	in	obtaining	permits, shortages	in	materials	and	qualified	labor,	suppliers	and	contractors	not	performing	as	required	under	their	contracts,	changes	in	the	scope	and	timing	of	projects,	poor	quality	initial	cost	estimates	from contractors,	the	inability	to	raise	capital	on	favorable	terms,	changes	in	commodity	prices	affecting	revenue,	fuel	costs,	or	materials	costs,		downward	changes	in	the	economy,	changes	in	law	or regulation,	including	environmental	compliance	requirements,	and	other	events	beyond	the	control	of	the	Utility	operating	companies	or	the	Entergy	Wholesale	Commodities	business	may	occur	that may	materially	affect	the	schedule,	cost	and	performance	of	these	projects.		If	these	projects	are	significantly	delayed	or	become	subject	to	cost	overruns	or	cancellation,	Entergy	and	the	Utility	operating companies	could	incur	additional	costs	and	termination	payments,	or	face	increased	risk	of	potential	write-off	of	the	investment	in	the	project.		For	further	information	regarding	capital	expenditure	plans and	other	uses	of	capital	in	connection	with	the	potential	construction	of	additional	generation	supply	sources	within	the	Utility	operating	companies'	service	territory,	and	as	to	the	Entergy	Wholesale Commodities	business,	see	the	"Capital	Expenditure	Plans	and	Other	Uses	of	Capital"	section	of	Management's	Financial	Discussion	and	Analysis	for	Entergy	and	each	of	the	Registrant	Subsidiaries.

# The	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	may	incur	substantial	costs	to	fulfill	their	obligations	related	to	environmental	and	other

# matters.

The	businesses	in	which	the	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	operate	are	subject	to	extensive	environmental	regulation	by	local, state	and	Federal	authorities.		These	laws	and	regulations	affect	the	manner	in	which	the	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	conduct	their operations	and	make	capital	expenditures.		These	laws	and	regulations	also	affect	how	the	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	manage	air emissions,	discharges	to	water,	solid	and	hazardous	waste	storage	and	disposal,	cooling	and	service	water	intake,	the	protection	of	threatened	and	endangered	species,	hazardous	materials	transportation, and	similar	matters.		Federal,	state,	and	local	authorities	continually	revise	these	laws	and	regulations,	and	the	laws	and	regulations	are	subject	to	judicial	interpretation	and	to	the	permitting	and enforcement	discretion	vested	in	the	implementing	agencies.		Developing	and	implementing	plans	for	facility	compliance	with	these	requirements	can	lead	to	capital,	personnel,	and	operation	and maintenance	expenditures.		Violations	of	these	requirements	can	subject	the	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	to	enforcement	actions,	capital expenditures	to	bring	existing	facilities	into	compliance,	additional	operating	costs	or	operating	restrictions	to	achieve	compliance,	remediation	and	clean-up	costs,	civil	penalties,	and	exposure	to	third parties'	claims	for	alleged	health	or	property	damages	or	for	violations	of	applicable	permits	or	standards.		In	addition,	the	Utility	operating	companies,	System	Energy	and	the	Entergy	Wholesale Commodities	business	are	subject	to	liability	under	these	laws	for	the	costs	of	remediation	of	environmental	contamination	of	property	now	or	formerly	owned	or	operated	by	the	Utility	operating companies,	System	Energy	and	the	Entergy	Wholesale	Commodities	business	and	of	property	contaminated	by	hazardous	substances	they	generate.		The	Utility	operating	companies	are	currently involved	in	proceedings	relating	to	sites	where	hazardous	substances	have	been	released	and	may	be	subject	to	additional	proceedings	in	the	future.		The	Utility	operating	companies,	System	Energy	and the	Entergy	Wholesale	Commodities	business	have	incurred	and	expect	to	incur	significant	costs	related	to	environmental	compliance.

Emissions	of	nitrogen	and	sulfur	oxides,	mercury,	particulates,	and	other	regulated	air	contaminants	from	generating	plants	are	potentially	subject	 to	 increased	regulation,	controls	and mitigation	expenses.		In	addition,	existing	air	regulations	and	programs	promulgated	by	the	EPA	often	are	challenged	legally,	sometimes	resulting	in	large-scale	changes	to	anticipated	regulatory	regimes and	the	resulting	need	to	shift	course,	both	operationally	and	economically,	depending	on	the	nature	of	the	changes.		Risks	relating	to	global	climate	change	and	initiatives	to	compel	CO 2	emission reductions	are	discussed	below.

Entergy	and	its	subsidiaries	may	not	be	able	to	obtain	or	maintain	all	required	environmental	regulatory	approvals.		If	there	is	a	delay	in	obtaining	any	required	environmental	regulatory approvals,	or	if	Entergy	and	its	subsidiaries	fail	to	obtain,	maintain	or	comply	with	any	such	approval,	the	operation	of	its	facilities	could	be	stopped	or	become	subject	to	additional	costs.		For	further information	regarding	environmental	regulation	and	environmental	matters,	see	the	"Regulation	of	Entergy's	Business	–	Environmental	Regulation"	section	of	Part	I,	Item	1.

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

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

# The	effects	of	weather	and	economic	conditions	and	the	related	impact	on	electricity	and	gas	usage,	may	materially	affect	the	Utility	operating	companies'	results	of	operations.

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

Industrial	sales	volume	was	depressed	in	the	latter	part	of	2008	and	through	most	of	2009,	in	part	because	the	overall	economy	declined,	with	lower	usage	across	the	industrial	sector	affecting both	the	large	customer	industrial	segment	as	well	as	small	and	mid-sized	industrial	customers.		It		is	possible	that	continued	or	recurrent	poor	economic	conditions	could	result	in	slower	or	declining sales	growth	and	increased	bad	debt	expense,	which	could	materially	affect	Entergy's	and	the	Utility	operating	companies'	results	of	operations,	financial	condition	and	liquidity.

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

In	an	effort	to	address	climate	change	concerns,	Federal,	state,	and	local	authorities	are	calling	for	additional	laws	and	regulations	aimed	at	known	or	suspected	causes	of	climate	change.		For example,	in	response	to	the	United	States	Supreme	Court's	2007	decision	holding	that	the	EPA	has	authority	to	regulate	emissions	of	CO 2	and	other	"greenhouse	gases"	under	the	Clean	Air	Act,	the	EPA, various	environmental	interest	groups	and	other	organizations	are	focusing	considerable	attention	on	CO 2	emissions	from	power	generation	facilities	and	their	potential	role	in	climate	change.		In	2010, EPA	promulgated	its	first	regulations	controlling	greenhouse	gas	emissions	from	certain	vehicles	and	from	new	and	significantly	modified	stationary	sources	of	emissions,	including	electric	generating units,	and	additional	new	source	performance	standards	are	expected	to	be	proposed	in	2012.		Developing	and	implementing	plans	for	compliance	with	CO 2	emissions	reduction	requirements	can	lead	to additional	capital,	personnel,	and	operation	and	maintenance	expenditures	and	could	significantly	affect	the	economic	position	of	existing	facilities	and	proposed	projects;	moreover,	long	term	planning to	meet	environmental	requirements	can	be	negatively	impacted	and	costs	may	increase	to	the	extent	laws	and	regulations	change	prior	to	full	implementation.		Violations	of	such	requirements	may subject	Entergy	and	the	Utility	operating	companies	to	enforcement	actions,	capital	expenditures	to	bring	existing	facilities	into	compliance,	additional	operating	costs	or	operating	restrictions	to	achieve compliance,	civil	penalties,	and	exposure	to	third	parties'	claims	for	alleged	health	or	property	damages	or	for	violations	of	applicable	permits	or	standards.		To	the	extent	Entergy	believes	any	of	these costs	are	recoverable	in	rates,	however,	additional	material	rate	increases	for	customers	could	be	resisted	by	Entergy's	regulators	and,	in	extreme	cases,	Entergy's	regulators	might	deny	or	defer	timely recovery	of	these	costs.		Future	changes	in	environmental	regulation	governing	the	emission	of	CO 2	and	other	"greenhouse	gases"	could	make	some	of	Entergy's	electric	generating	units	uneconomical	to maintain	or	operate,	and	could	increase	the	difficulty	that	Entergy	and	its	subsidiaries	have	with	obtaining	or	maintaining	required	environmental	regulatory	approvals,	which	could	also	materially	affect the	financial	condition,	results	of	operations	and	liquidity	of	Entergy	and	the	Utility	operating	companies.		In	addition,	multiple	lawsuits	currently	are	pending	against	emitters	of	greenhouse	gases alleging	that	these	companies	are	liable	for	personal	injuries	and	property	damage	caused	by	climate	change.		These	lawsuits	seek	injunctive	relief,	monetary	compensation,	and	punitive	damages.

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

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

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

To	manage	their	near-term	financial	exposure	related	to	commodity	price	fluctuations,	Entergy	and	its	subsidiaries,	including	the	Utility	operating	companies	and	the	Entergy	Wholesale Commodities	business,	may	enter	into	contracts	to	hedge	portions	of	their	purchase	and	sale	commitments,	fuel	requirements	and	inventories	of	natural	gas,	uranium	(and	its	conversion),	coal,	refined products,	and	other	commodities,	within	established	risk	management	guidelines.		As	part	of	this	strategy,	Entergy	and	its	subsidiaries	may	utilize	fixed-	and	variable-price	forward	physical	purchase	and sales	contracts,	futures,	financial	swaps,	and	option	contracts	traded	in	the	over-the-counter	markets	or	on	exchanges.		However,	Entergy	and	its	subsidiaries	normally	cover	only	a	portion	of	the	exposure of	their	assets	and	positions	to	market	price	volatility,	and	the	coverage	will	vary	over	time.		In	addition,	Entergy	also	elects	to	leave	certain	volumes	during	certain	years	unhedged.		To	the	extent	Entergy and	its	subsidiaries	have	unhedged	positions,	fluctuating	commodity	prices	can	materially	affect	Entergy's	and	its	subsidiaries'	results	of	operations	and	financial	position.

Although	Entergy	and	its	subsidiaries	devote	a	considerable	effort	to	these	risk	management	strategies,	they	cannot	eliminate	all	the	risks	associated	with	these	activities.		As	a	result	of	these and	other	factors,	Entergy	and	its	subsidiaries	cannot	predict	with	precision	the	impact	that	risk	management	decisions	may	have	on	their	business,	results	of	operations	or	financial	position.

Entergy	has	guaranteed	or	indemnified	the	performance	of	a	portion	of	the	obligations	relating	to	hedging	and	risk	management	activities.		Reductions	in	Entergy's	or	its	subsidiaries'	credit quality	or	changes	in	the	market	prices	of	energy	commodities	could	increase	the	cash	or	letter	of	credit	collateral	required	to	be	posted	in	connection	with	hedging	and	risk	management	activities,	which could	materially	affect	Entergy's	or	its	subsidiaries'	liquidity	and	financial	position.

# The	Utility	operating	companies	and	the	Entergy	Wholesale	Commodities	business	are	exposed	to	the	risk	that	counterparties	may	not	meet	their	obligations,	which	may	materially	affect the	Utility	operating	companies	and	Entergy	Wholesale	Commodities.

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

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

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

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

# Market	performance	and	other	changes	may	decrease	the	value	of	benefit	plan	assets,	which	then	could	require	additional	funding.

The	performance	of	the	capital	markets	affects	the	values	of	the	assets	held	in	trust	under	Entergy's	pension	and	postretirement	benefit	plans.		A	decline	in	the	market	value	of	the	assets	may increase	the	funding	requirements	relating	to	Entergy's	benefit	plan	liabilities.		The	recent	recession	and	volatility	in	the	capital	markets	have	affected	the	market	value	of	these	assets,	which	may	affect Entergy's	planned	levels	of	contributions	in	the	future.		Additionally,	changes	in	interest	rates	affect	the	liabilities	under	Entergy's	pension	and	postretirement	benefit	plans;	as	interest	rates	decrease,	the liabilities	increase,	potentially	requiring	additional	funding.		The	funding	requirements	of	the	obligations	related	to	the	pension	benefit	plans	can	also	increase	as	a	result	of	changes	in,	among	other factors,	retirement	rates,	life	expectancy	assumptions,	or	Federal	regulations.		Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to evolve,	be	interpreted	through	technical	corrections	bills	and	discussed	within	the	industry	and	by	congressional	lawmakers.		Any	changes	to	the	Pension	Protection	Act	of	2006	as	a	result	of	these discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.		For	further	information	regarding	Entergy's	pension	and	other	postretirement	benefit	plans,	reference	is	made to	the	"Critical	Accounting	Estimates	–	Qualified	Pension	and	Other	Postretirement	Benefits"	section	of	Management's	Financial	Discussion	and	Analysis	for	Entergy	and	each	of	its	Registrant Subsidiaries	and	Note	11	to	the	financial	statements.

# The	litigation	environment	in	the	states	in	which	certain	Entergy	subsidiaries	operate	poses	a	significant	risk	to	those	businesses.

Entergy	and	its	subsidiaries	are	involved	in	the	ordinary	course	of	business	in	a	number	of	lawsuits	involving	employment,	commercial,	asbestos,	hazardous	material	and	ratepayer	matters,	and injuries	and	damages	issues,	among	other	matters.		The	states	in	which	the	Utility	operating	companies	operate,	in	particular	Louisiana,	Mississippi	and	Texas,	have	proven	to	be	unusually	litigious environments.		Judges	and	juries	in	these	states	have	demonstrated	a	willingness	to	grant	large	verdicts,	including	punitive	damages,	to	plaintiffs	in	personal	injury,	property	damage,	and	business	tort cases.		Entergy	and	its	subsidiaries	use	legal	and	appropriate	means	to	contest	litigation	threatened	or	filed	against	them,	but	the	litigation	environment	in	these	states	poses	a	significant	business	risk.

# Terrorist	attacks,	including	cyber	attacks,	and	failures	or	breaches	of	Entergy's	and	its	subsidiaries'	technology	systems	may	adversely	affect	Entergy's	results	of	operations.

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

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

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

Changes	in	taxation	as	well	as	the	inherent	difficulty	in	quantifying	potential	tax	effects	of	business	decisions	could	negatively	impact	Entergy's,	the	Utility	operating	companies'	and System	Energy's	results	of	operations,	financial	condition	and	liquidity.

Entergy	and	its	subsidiaries	make	judgments	regarding	the	potential	tax	effects	of	various	financial	transactions	and	results	of	operations	to	estimate	their	obligations	to	taxing	authorities.		These tax	obligations	include	income,	franchise,	real	estate,	sales	and	use	and	employment-related	taxes.		These	judgments	include	reserves	for	potential	adverse	outcomes	regarding	tax	positions	that	have been	taken.		Entergy	and	its	subsidiaries	also	estimate	their	ability	to	utilize	tax	benefits,	including	those	in	the	form	of	carryforwards	for	which	the	benefits	have	already	been	reflected	in	the	financial statements.		Changes	in	federal,	state,	or	local	tax	laws,	adverse	tax	audit	results	or	adverse	tax	rulings	on	positions	taken	by	Entergy	and	its	subsidiaries	could	negatively	affect	Entergy's,	the	Utility operating	companies'	and	System	Energy's	results	of	operations,	financial	condition	and	liquidity.		For	further	information	regarding	Entergy's	accounting	for	tax	obligations,	reference	is	made	to	Note	3 to	the	financial	statements.

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

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

# (Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans)

# The	effect	of	higher	purchased	gas	cost	charges	to	customers	may	adversely	affect	Entergy	Gulf	States	Louisiana's	and	Entergy	New	Orleans'	results	of	operations	and	liquidity.

Gas	rates	charged	to	retail	gas	customers	are	comprised	primarily	of	purchased	gas	cost	charges,	which	provide	no	return	or	profit	to	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans,	and distribution	charges,	which	provide	a	return	or	profit	to	the	utility.		Distribution	charges	are	affected	by	the	amount	of	gas	sold	to	customers.		Purchased	gas	cost	charges,	which	comprise	most	of	a customer's	bill	and	may	be	adjusted	quarterly,	represent	gas	commodity	costs	that	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans	recovers	from	its	customers.		Entergy	Gulf	States	Louisiana's	or Entergy	New	Orleans'	cash	flows	can	be	affected	by	differences	between	the	time	period	when	gas	is	purchased	and	the	time	when	ultimate	recovery	from	customers	occurs.		When	purchased	gas	cost charges	increase	substantially	reflecting	higher	gas	procurement	costs	incurred	by	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans,	customer	usage	may	decrease,	especially	in	weaker	economic times,	resulting	in	lower	distribution	charges	for	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans	which	could	adversely	affect	results	of	operations.

# System	Energy	owns	and	operates	a	single	nuclear	generating	facility,	and	it	is	dependent	on	affiliated	companies	for	all	of	its	revenues.

System	Energy's	operating	revenues	are	derived	from	the	allocation	of	the	capacity,	energy,	and	related	costs	associated	with	its	90%	ownership/leasehold	interest	in	Grand	Gulf.		Charges	under the	Unit	Power	Sales	Agreement	are	paid	by	the	Utility	operating	companies	as	consideration	for	their	respective	entitlements	to	receive	capacity	and	energy.		The	useful	economic	life	of	Grand	Gulf	is finite	and	is	limited	by	the	terms	of	its	operating	license,	which	is	currently	due	to	expire	on	November	1,	2024.		System	Energy	filed	in	October	2011	an	application	with	the	NRC	for	an	extension	of Grand	Gulf's	operating	license	to	2045.		The	NRC	accepted	the	filing	in	December	2011	and	there	is	an	expected	NRC	review	period	of	22	months	before	an	order	would	be	issued.		System	Energy's financial	condition	depends	both	on	the	receipt	of	payments	from	the	Utility	operating	companies	under	the	Unit	Power	Sales	Agreement	and	on	the	continued	commercial	operation	of	Grand	Gulf.		For information	regarding	the	Unit	Power	Sales	Agreement	and	certain	other	agreements	relating	to	the	Entergy	System	companies'	support	of	System	Energy	(including	the	Capital	Funds	Agreement),	see the	"Grand	Gulf	-	Related	Agreements"	section	of	Note	8	to	the	financial	statements	and	the	"Utility	-	System	Energy	and	Related	Agreements"	section	of	Part	I,	Item	1.

# Entergy	Corporation's	holding	company	structure	could	limit	its	ability	to	pay	dividends.

Entergy	Corporation	is	a	holding	company	with	no	material	assets	other	than	the	stock	of	its	subsidiaries.		Accordingly,	all	of	its	operations	are	conducted	by	its	subsidiaries.		Entergy Corporation's	ability	to	pay	dividends	on	its	common	stock	depends	on	the	payment	to	it	of	dividends	or	distributions	by	its	subsidiaries.		The	payments	of	dividends	or	distributions	to	Entergy Corporation	by	its	subsidiaries	in	turn	depend	on	their	results	of	operations	and	cash	flows	and	other	items	affecting	retained	earnings,	and	on	any	applicable	legal,	regulatory,	or	contractual	limitations on	subsidiaries'	ability	to	pay	such	dividends	or	distributions.		Provisions	in	the	organizational	documents,	indentures	for	debt	issuances,	and	other	agreements	of	certain	of	Entergy	Corporation's subsidiaries	restrict	the	payment	of	cash	dividends	to	Entergy	Corporation.		For	further	information	regarding	dividend	or	distribution	restrictions	to	Entergy	Corporation,	reference	is	made	to	the "COMMON	EQUITY	–	Retained	Earnings	and	Dividend	Restrictions"	section	of	Note	7	to	the	financial	statements.

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

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

# ENTERGY	ARKANSAS,	INC.	AND	SUBSIDIARIES

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

# Net	Income

Net	income	decreased	$7.7	million	primarily	due	to	a	higher	effective	income	tax	rate,	lower	other	income,	and	higher	other	operation	and	maintenance	expenses,	substantially	offset	by	higher	net revenue,	lower	depreciation	and	amortization	expenses,	and	lower	interest	expense.

Net	income	increased	$105.7	million	primarily	due	to	higher	net	revenue,	a	lower	effective	income	tax	rate,	higher	other	income,	and	lower	depreciation	and	amortization	expenses,	partially	offset	by higher	other	operation	and	maintenance	expenses.

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

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $1,216.7 |
| Retail\telectric\tprice | 31.0 |
| ANO\tdecommissioning\ttrust | 26.4 |
| Transmission\trevenue | 13.1 |
| Volume/weather | (15.9) |
| Net\twholesale\trevenue | (11.9) |
| Capacity\tacquisition\trecovery | (10.3) |
| Other | 3.2 |
| 2011\tnet\trevenue | $1,252.3 |

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

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

The	transmission	revenue	variance	is	primarily	due	to	a	revision	to	transmission	investment	equalization	billings	under	the	Entergy	System	Agreement	among	the	Utility	operating	companies	(for	the approximate	period	of	1996	–	2011)	recorded	in	the	fourth	quarter	2011.

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

The	net	wholesale	revenue	variance	is	primarily	due	to	lower	margins	on	co-owner	contracts	and	lower	wholesale	billings	to	affiliate	companies	due	to	lower	expenses.

The	capacity	acquisition	recovery	variance	is	primarily	due	to	the	cessation	of	the	capacity	acquisition	rider	to	recover	expenses	incurred	because	those	costs	are	recovered	in	base	rates	effective	July 2010.

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	2010	to	2009.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $1,102.4 |
| Volume/weather | 84.2 |
| Provision\tfor\tregulatory\tproceedings | 26.1 |
| Retail\telectric\tprice | 16.1 |
| 2009\tcapitalization\tof\tOuachita\tPlant\tservice\tcharges | 12.5 |
| ANO\tdecommissioning\ttrust | (24.4) |
| Net\twholesale\trevenue | (12.2) |
| Other | 12.0 |
| 2010\tnet\trevenue | $1,216.7 |

The	volume/weather	variance	is	primarily	due	to	an	increase	of	2,078	GWh,	or	10%,	in	billed	electricity	usage.		Usage	in	the	industrial	sector	increased	primarily	in	the	small	industrial customers	segment,	as	well	as	in	the	petroleum	refining,	chemicals,	industrial	inorganic,	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.

The	provision	for	regulatory	proceedings	variance	is	primarily	due	to	provisions	recorded	in	2009.		See	Note	2	to	the	financial	statements	for	a	discussion	of	regulatory	proceedings	affecting Entergy	Arkansas.

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	and	the 2008	extraordinary	storm	costs.

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

The	net	wholesale	revenue	variance	is	primarily	due	to	reduced	margin	on	wholesale	contracts	including	lower	capacity	billings	to	an	affiliate	for	the	Ouachita	unit	that	was	later	purchased	by	the	affiliate in	November	2009,	and	lower	margins	on	co-owner	contracts,	somewhat	offset	by	lower	wholesale	energy	costs.

# Gross	operating	revenues	and	fuel	and	purchased	power	expenses

Gross	operating	revenues	decreased	primarily	due	to:

·  a	decrease	of	$98.6	million	in	rider	revenues	primarily	due	to	lower	System	Agreement	payments	in	2010;

·  a	decrease	of	$95.6	million	in	fuel	cost	recovery	revenues	due	to	a	change	in	the	energy	cost	recovery	rider	rate	change	effective	April	2010;	and ·  a	decrease	of	$72.5	million	in	gross	wholesale	revenue	due	to	decreased	sales	to	affiliated	customers	and	the	expiration	of	a	wholesale	customer	contract	in	2009.

The	decrease	was	offset	by	volume/weather,	as	discussed	above.

Fuel	and	purchased	power	expenses	decreased	primarily	due	to	a	decrease	in	the	average	market	price	of	purchased	power.

# Other	Income	Statement	Variances

Other	operation	and	maintenance	expenses	increased	primarily	due	to:

·  an	increase	of	$6.1	million	in	fossil-fueled	generation	costs	due	to	higher	fossil	plant	outage	costs	due	to	a	greater	scope	of	work	in	2011;

·  an	increase	of	$3.9	million	in	transmission	and	distribution	maintenance	work	in	2011;

·  $3.5	million	in	contract	costs	due	to	the	transition	and	implementation	of	joining	the	MISO	RTO;	and

·  an	increase	of	$3	million	in	nuclear	expenses	primarily	due	to	higher	labor	and	contract	costs	caused	by	several	factors.

The	increase	was	offset	by	a	$7.5	million	decrease	in	compensation	and	benefits	costs	primarily	resulting	from	an	increase	in	the	accrual	for	incentive-based	compensation	in	2010	and	a	decrease	in	stock option	expense.

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

Other	income	decreased	primarily	due	to	the	investment	gains	on	the	ANO	1	and	2	decommissioning	trust	in	2010,	as	discussed	above	in	net	revenue,	and	the	carrying	charges	on	storm restoration	costs	recorded	in	2010	related	to	the	January	2009	ice	storm.		See	Note	2	to	the	financial	statements	for	further	discussion	of	the	2009	ice	storm	costs	and	Note	5	to	the	financial	statements	for a	discussion	of	the	August	2010	issuance	of	securitization	bonds	to	finance	these	costs.

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

·  an	increase	of	$21.7	million	in	compensation	and	benefits	costs,	resulting	from	decreasing	discount	rates,	the	amortization	of	benefit	trust	asset	losses,	and	an	increase	in	the	accrual	for incentive-based	compensation.		See	Note	11	to	the	financial	statements	for	further	discussion	of	benefits	costs;

·  an	increase	of	$6.2	million	in	vegetation	and	maintenance	expenses;	and

·  an	increase	of	$5.4	million	in	nuclear	expenses	primarily	due	to	higher	labor	costs,	higher	materials	costs,	and	additional	projects.

The	increase	was	partially	offset	by	a	decrease	of	$19.4	million	due	to	2008	storm	costs	which	were	deferred	per	an	APSC	order	and	were	recovered	through	revenues	in	2009.

Other	income	increased	primarily	due	to	the	investment	gains	on	the	ANO	1	and	2	decommissioning	trust	discussed	above	in	net	revenue.

The	effective	income	tax	rates	for	2011,	2010,	and	2009	were	44.6%,	39.6%,	and	55.0%,	respectively.		See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35.0%	to the	effective	income	tax	rates.

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

# Cash	Flow

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $106,102 | $86,233 | $39,568 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 564,124 | 512,260 | 384,192 |
| Investing\tactivities | (503,524) | (413,180) | (281,512) |
| Financing\tactivities | (144,103) | (79,211) | (56,015) |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (83,503) | 19,869 | 46,665 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $22,599 | $106,102 | $86,233 |

# Operating	Activities

Cash	flow	from	operations	increased	$51.9	million	in	2011	primarily	due	to:

·  income	tax	refunds	of	$90	million	in	2011	compared	to	income	tax	payments	of	$66.4	million	in	2010.		In	2011,	Entergy	Arkansas	received	tax	cash	refunds	in	accordance	with	the	Entergy Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	refunds	result	from	a	decrease	in	2010	taxable	income	from	what	was	previously	estimated because	of	the	recognition	of	additional	repair	expenses	for	tax	purposes	associated	with	a	tax	accounting	change	filed	in	2010	and	from	the	reversal	of	temporary	differences	for	which	Entergy Arkansas	previously	made	cash	tax	payments;	and

·  a	decrease	of	$16.6	million	in	pension	contributions.		See	"Critical	Accounting	Estimates"	below	for	a	discussion	of	qualified	pension	and	other	postretirement	benefits	funding.

The	increase	was	offset	by	under-recovery	of	fuel	costs	and	spending	resulting	from	the	April	2011	storms	discussed	above.

Cash	flow	from	operations	increased	$128.1	million	in	2010	compared	to	2009	primarily	due	to	an	increase	in	net	revenue	as	discussed	above,	ice	storm	spending	in	2009,	and	the	collection	of	previously under-recovered	fuel	costs	through	the	normal	operation	of	the	energy	cost	recovery	rider.		The	increase	was	offset	by	an	increase	of	$112	million	in	pension	contributions,	and	an	increase	of	$65	million in	income	tax	payments.		See	"Critical	Accounting	Estimates"	below	for	a	discussion	of	qualified	pension	and	other	postretirement	benefits	funding.		In	2010	Entergy	Arkansas	made	tax	payments	in accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	payments	resulted	from	the	reversal	of	temporary	differences	for	which Entergy	Arkansas	previously	received	cash	tax	benefits	and	from	estimated	federal	income	tax	payments	for	tax	year	2010.

Net	cash	flow	used	in	investing	activities	increased	$90.3	million	in	2011	primarily	due	to	an	increase	of	$66.3	million	in	nuclear	fuel	purchases	primarily	due	to	the	purchase	of	nuclear	fuel	inventory from	System	Fuels	because	the	Utility	companies	will	now	purchase	nuclear	fuel	throughout	the	nuclear	fuel	procurement	cycle,	rather	than	purchasing	it	from	System	Fuels	at	the	time	of	refueling.		The increase	is	also	due	to	$51	million	in	storm	restoration	spending	resulting	from	the	April	storms	as	discussed	above,	and	$30	million	in	transmission	substation	reliability	work	in	2011.		The	increase	was partially	offset	by	money	pool	activity.

Decreases	in	Entergy	Arkansas's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Arkansas's	receivable	from	the	money	pool	decreased	by	$24.1	million	in	2011	compared	to increasing	by	$12.6	million	in	2010.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	the	Utility	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	flow	used	in	investing	activities	increased	$131.7	million	in	2010	compared	to	2009	primarily	due	to:

·  the	sale	to	Entergy	Gulf	States	Louisiana	of	one-third	of	the	Ouachita	plant	for	$75	million	in	2009;

·  proceeds	from	the	sale/leaseback	of	nuclear	fuel	of	$118.6	million	in	2009.		See	Note	18	to	the	financial	statements	for	a	discussion	of	the	consolidation	of	the	nuclear	fuel	company	variable interest	entity	effective	January	1,	2010;	and

·  increases	in	nuclear	construction	expenditures	primarily	due	to	the	ANO	1	reactor	coolant	pump	upgrade	project	and	security	upgrades.

The	increase	was	offset	by	a	decrease	in	distribution	construction	expenditures	as	a	result	of	an	ice	storm	hitting	Entergy	Arkansas's	service	territory	in	the	first	quarter	2009.

Net	cash	flow	used	in	financing	activities	increased	$64.9	million	in	2011	primarily	due	to:

·  the	issuance	of	$575	million	of	first	mortgage	bonds	by	Entergy	Arkansas	and	$124.1	million	of	storm	cost	recovery	bonds	by	Entergy	Arkansas	Restoration	Funding,	LLC,	a	company	wholly- owned	and	consolidated	by	Entergy	Arkansas,	in	2010	compared	to	the	issuance	of	the	$55	million	Series	J	note	by	the	nuclear	fuel	company	variable	interest	entity	in	2011;	and ·  a	decrease	in	borrowings	on	the	nuclear	fuel	company	variable	interest	entity's	credit	facility.

# The	increase	was	offset	by:

·  the	retirement	of	$450	million	of	first	mortgage	bonds	and	$139.5	million	of	pollution	control	revenue	bonds	in	2010	compared	to	the	retirement	of	the	$35	million	Series	G	note	by	the	nuclear fuel	company	variable	interest	entity	in	2011;	and

Net	cash	flow	used	in	financing	activities	increased	$23.2	million	in	2010	compared	to	2009	primarily	due	to:

·  retirements	of	$450	million	of	first	mortgage	bonds	in	2010; ·  retirements	of	$139.5	million	of	pollution	control	bonds	in	2010;	and ·  an	increase	of	$125.1	million	in	common	stock	dividends	paid	in	2010.

·  issuances	of	$575	million	of	first	mortgage	bonds	in	2010;	and

·  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.

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

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 55.0% | 55.9% |
| Effect\tof\texcluding\tthe\tsecuritization\tbonds | (1.5)% | (1.6)% |
| Debt\tto\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 53.5% | 54.3% |
| Effect\tof\tsubtracting\tcash | (0.3)% | (1.5)% |
| Net\tdebt\tto\tnet\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 53.2% | 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	common	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	of	Capital

Entergy	Arkansas	requires	capital	resources	for:

·  construction	and	other	capital	investments;

·  debt	and	preferred	stock	maturities	or	retirements;

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

·  dividend	and	interest	payments.

Following	are	the	amounts	of	Entergy	Arkansas's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes	estimated	interest	payments),	and	other	purchase obligations:

|  | 2012 | 2013-2014 | 2015-2016 | after	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $359 | $207 | N/A | N/A | $566 |
| \t\tTransmission | 117 | 242 | N/A | N/A | 359 |
| \t\tDistribution | 122 | 254 | N/A | N/A | 376 |
| \t\tOther | 26 | 37 | N/A | N/A | 63 |
| \t\tTotal | $624 | $740 | N/A | N/A | $1,364 |
| Long-term\tdebt\t(2) | $84 | $538 | $175 | $2,070 | $2,867 |
| Capital\tlease\tpayments | $0.2 | $0.5 | $0.2 | $- | $0.9 |
| Operating\tleases | $23 | $42 | $29 | $5 | $99 |
| Purchase\tobligations\t(3) | $646 | $1,201 | $618 | $1,792 | $4,257 |

(1) Includes	approximately	$234	million	annually	for	maintenance	capital,	which	is	planned	spending	on	routine	capital projects	that	are	necessary	to	support	reliability	of	service,	equipment	or	systems	and	to	support	normal	customer growth.

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations to	purchase	goods	or	services.		For	Entergy	Arkansas,	almost	all	of	the	total	consists	of	unconditional	fuel	and purchased	power	obligations,	including	its	obligations	under	the	Unit	Power	Sales	Agreement,	which	is	discussed in	Note	8	to	the	financial	statements.

In	addition,	Entergy	Arkansas	currently	expects	to	contribute	approximately	$31.9	million	to	its	pension	plans	and	approximately	$26.7	million	to	other	postretirement	plans	in	2012	although the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also	in	addition	to	the	contractual	obligations,	Entergy	Arkansas	has	$113.1	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	for	which	the	timing	of	payments	beyond	12 months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized tax	benefits.

The	planned	capital	investment	estimate	for	Entergy	Arkansas	reflects	capital	required	to	support	existing	business	and	customer	growth.		Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to transform	its	generation	portfolio	with	new	or	repowered	generation	resources.		Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing sources,	could	result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.		The	estimated	capital	expenditures	are	subject	to	periodic	review	and	modification	and	may	vary	based	on the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends,	business	restructuring,	changes	in	project	plans,	the	ability	to	access	capital,	and	the	outcome of	Entergy	Arkansas's	exit	from	the	Entergy	System	Agreement	(which	is	discussed	in	" System	Agreement"	in	the	"Rate,	Cost-recovery,	and	Other	Regulation"	section	of	Entergy	Corporation	and Subsidiaries	Management's	Financial	Discussion	and	Analysis).		Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	to	the	financial	statements.

As	a	wholly-owned	subsidiary,	Entergy	Arkansas	pays	dividends	to	Entergy	Corporation	from	its	earnings	at	a	percentage	determined	monthly.		Entergy	Arkansas's	long-term	debt	indentures restrict	the	amount	of	retained	earnings	available	for	the	payment	of	cash	dividends	or	other	distributions	on	its	common	and	preferred	stock.		As	of	December	31,	2011,	Entergy	Arkansas	had	restricted retained	earnings	unavailable	for	distribution	to	Entergy	Corporation	of	$394.9	million.

In	April	2011,	Entergy	Arkansas	announced	that	it	signed	an	asset	purchase	agreement	to	acquire	the	Hot	Spring	Energy	Facility,	a	620	MW	natural	gas-fired	combined-cycle	turbine	plant	located	in	Hot Spring	County,	Arkansas,	from	a	subsidiary	of	KGen	Power	Corporation.		The	purchase	price	is	expected	to	be	approximately	$253	million.		Entergy	Arkansas	also	expects	to	invest	in	various	plant upgrades	at	the	facility	after	closing	and	expects	the	total	cost	of	the	acquisition,	including	plant	upgrades,	transaction	costs,	and	contingencies,	to	be	approximately	$277	million.		A	new	transmission service	request	has	been	submitted	to	the	ICT	to	determine	if	investments	for	supplemental	upgrades	in	the	Entergy	transmission	system	are	needed	to	make	energy	from	the	Hot	Spring	Energy	Facility deliverable	to	Entergy	Arkansas	for	the	period	after	Entergy	Arkansas	exits	the	System	Agreement.		The	initial	results	of	the	service	request	were	received	in	January	2012	and	indicate	that	available transfer	capability	does	not	exist	with	existing	transmission	facilities	and	that	upgrades	are	required.	 	The	studies	do	not	provide	a	final	and	definitive	indication	of	what	those	upgrades	would be.		Entergy	Arkansas	has	submitted	transmission	service	requests	for	facilities	studies	which,	when	performed	by	the	ICT,	will	provide	more	detailed	estimates	of	the	transmission	upgrades	and	the associated	costs	required	to	obtain	network	service	for	the	Hot	Spring	plant.		Accordingly	there	are	still	uncertainties	that	must	be	resolved.		The	purchase	is	contingent	upon,	among	other	things, obtaining	necessary	approvals,	including	full	cost	recovery,	from	various	federal	and	state	regulatory	and	permitting	agencies.		These	include	regulatory	approvals	from	the	APSC	and	the	FERC,	as	well as	clearance	under	the	Hart-Scott-Rodino	anti-trust	law.		In	February	2012	the	FERC	issued	an	order	approving	the	acquisition.		Closing	is	expected	to	occur	in	mid-2012.

Entergy	Arkansas's	sources	to	meet	its	capital	requirements	include:

·  debt	or	preferred	stock	issuances;	and

·  bank	financing	under	new	or	existing	facilities.

Entergy	Arkansas	may	refinance,	redeem,	or	otherwise	retire	debt	and	preferred	stock	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Arkansas	require	prior	regulatory	approval.		Preferred	stock	and	debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	Entergy Arkansas's	corporate	charters,	bond	indentures,	and	other	agreements.		Entergy	Arkansas	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Arkansas's	receivables	from	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $17,362 | $41,463 | $28,859 | $15,991 |

In	April	2011,	Entergy	Arkansas	entered	into	a	new	$78	million	credit	facility	that	expires	in	April	2012.		There	were	no	outstanding	borrowings	under	the	Entergy	Arkansas	credit	facility	as	of December	31,	2011.

Entergy	Arkansas	has	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	October	2013,	up	to	the	aggregate	amount,	at	any	one	time	outstanding,	of	$250 million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	Arkansas's	short-term	borrowing	limits.		Entergy	Arkansas	has	also	obtained	an	order	from	the	APSC	authorizing	long- term	securities	issuances	through	December	2012.

The	 APSC	 approved	 a	 production	 cost	 allocation	 rider	 for	 recovery	 from	 customers	 of	 the	 retail	 portion	 of	 the	 costs	 allocated	 to	 Entergy	 Arkansas	 as	 a	 result	 of	 the	 System	 Agreement proceedings.		These	costs	cause	an	increase	in	Entergy	Arkansas's	deferred	fuel	cost	balance,	because	Entergy	Arkansas	pays	the	costs	over	seven	months	but	collects	them	from	customers	over	twelve months.

See	Note	2	to	the	financial	statements	and	Entergy	Corporation	and	Subsidiaries	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	-	System	Agreement"	for	discussions	of	the System	Agreement	proceedings.

See	"Independent	Coordinator	of	Transmission",	"System	Agreement",	"Entergy's	Proposal	to	Join	the	MISO	RTO",	"Notice	to	SERC	Reliability	Corporation	Regarding	Reliability	Standards	and FERC	Investigation",	and	"U.S.	Department	of	Justice	Investigation"	in	the	"Rate,	Cost-recovery,	and	Other	Regulation	–	Federal	Regulation"	section	of	Entergy	Corporation	and	Subsidiaries Management's	Financial	Discussion	and	Analysis	for	a	discussion	of	these	topics.

Entergy	Arkansas	owns	and	operates,	through	an	affiliate,	the	ANO	1	and	ANO	2	nuclear	power	plants.		Entergy	Arkansas	is,	therefore,	subject	to	the	risks	related	to	owning	and	operating nuclear	plants.		These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from events	at	other	plants,	limitations	on	the	amounts	and	types	of	insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial	uncertainties	related	to decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.		In	the	event	of	an	unanticipated	early	shutdown	of	either	ANO	1	or	ANO 2,	Entergy	Arkansas	may	be	required	to	file	with	the	APSC	a	rate	mechanism	to	provide	additional	funds	or	credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

The	nuclear	industry	continues	to	address	susceptibility	to	stress	corrosion	cracking	of	certain	materials	associated	with	components	within	the	reactor	coolant	system.		The	issue	is	applicable	to ANO	and	is	managed	in	accordance	with	industry	standard	practices	and	guidelines	and	includes	in-service	examinations,	replacement	and	mitigation	strategy.		Several	major	modifications	to	the	ANO units	have	been	implemented	to	mitigate	the	susceptibility	of	large	bore	dissimilar	metal	welds.		In	addition,	a	replacement	reactor	vessel	head	has	been	fabricated	for	ANO	2	and	is	onsite.		Routine inspections	of	the	existing	ANO	2	reactor	vessel	head	have	identified	no	significant	material	degradation	issues	for	that	component.		These	inspections	will	continue	at	planned	refueling	outages.		Timing for	installation	of	the	new	reactor	vessel	head	will	be	based	on	the	results	of	future	inspection	efforts.

# Environmental	Risks

Entergy	Arkansas's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and	hazardous	and solid	wastes,	and	other	environmental	matters.	 	Management	believes	that	Entergy	Arkansas	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

See	"Nuclear	Decommissioning	Costs"	in	the	"Critical	Accounting	Estimates"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis	for	discussion	of	the estimates	inherent	in	accounting	for	nuclear	decommissioning	costs.

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

Entergy	sponsors	qualified,	defined	benefit	pension	plans	which	cover	substantially	all	employees.		Additionally,	Entergy	currently	provides	postretirement	health	care	and	life	insurance benefits	for	substantially	all	employees	who	reach	retirement	age	and	meet	certain	eligibility	requirements	while	still	working	for	Entergy.		Entergy's	reported	costs	of	providing	these	benefits,	as described	 in	Note	11	 to	 the	financial	statements,	are	 impacted	by	numerous	factors	 including	 the	provisions	of	 the	plans,	changing	employee	demographics,	and	various	actuarial	calculations, assumptions,	 and	 accounting	 mechanisms.	 	 See	 the "Critical	 Accounting	 Estimates" section	 of	 Entergy	 Corporation	 and	 Subsidiaries	 Management's	 Discussion	 and	 Analysis	 for	 further discussion.		Because	of	the	complexity	of	these	calculations,	the	long-term	nature	of	these	obligations,	and	the	importance	of	the	assumptions	utilized,	Entergy's	estimate	of	these	costs	is	a	critical accounting	estimate.

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

|  | Change	in | Impact	on	2011 | Projected |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $2,964 | $37,338 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $1,837 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $1,218 | $6,706 |

|  | Change	in | Impact	on	2011 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $1,378 | $8,340 |
| Discount\trate | (0.25%) | $972 | $10,175 |

Total	qualified	pension	cost	for	Entergy	Arkansas	in	2011	was	$33.7	million.		Entergy	Arkansas	anticipates	2012	qualified	pension	cost	to	be	approximately	$53	million.		Entergy	Arkansas's contributions	to	the	pension	trust	were	$120.4	million	in	2011	and	are	currently	estimated	to	be	approximately	$31.9	million	in	2012	although	the	required	pension	contributions	will	not	be	known	with more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Arkansas	in	2011	were	$17	million,	including	$6.3	million	in	savings	due	to	the	estimated	effect	of	future	Medicare Part	D	subsidies.		Entergy	Arkansas	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$18.1	million,	including	$5.8	million	in	savings	due	to	the	estimated	effect	of future	Medicare	Part	D	subsidies.		Entergy	Arkansas	expects	to	contribute	approximately	$26.7	million	to	other	postretirement	plans	in	2012.

See	the	"Qualified	Pension	and	Other	Postretirement	Benefits	-	Federal	Healthcare	Legislation"	in	the	"Critical	Accounting	Estimates"	section	of	Entergy	Corporation	and	Subsidiaries Management's	Financial	Discussion	and	Analysis	for	a	discussion	of	Federal	Healthcare	Legislation.

See	"New	Accounting	Pronouncements"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis	for	further	discussion.

# To	the	Board	of	Directors	and	Shareholders	of Entergy	Arkansas,	Inc.	and	Subsidiaries

Little	Rock,	Arkansas

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Arkansas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	consolidated	income statements,	consolidated	statements	of	cash	flows,	and	consolidated	statements	of	changes	in	common	equity	(pages	274	through	278	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three years	in	the	period	ended	December	31,	2011.	These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements based	on	our	audits.

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Arkansas,	Inc.	and	Subsidiaries	as	of	December	31,	2011	and	2010,	and	the results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of America.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's	internal	control	over	financial	reporting	as	of	December	31, 2011,	based	on	the	criteria	established	in	Internal	Control	–	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	and	our	report	dated	February	27, 2012	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial	reporting.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$2,084,310 | \t$2,082,447 | \t$2,211,263 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 186,036 | 378,699 | 298,219 |
| \t\t\tPurchased\tpower | 659,464 | 485,447 | 795,526 |
| \t\t\tNuclear\trefueling\toutage\texpenses | 42,557 | 41,800 | 42,148 |
| \t\t\tOther\toperation\tand\tmaintenance | 511,592 | 495,443 | 475,222 |
| Decommissioning | 38,064 | 35,790 | 34,575 |
| Taxes\tother\tthan\tincome\ttaxes | 82,847 | 85,564 | 80,829 |
| Depreciation\tand\tamortization | 218,902 | 232,085 | 252,742 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | (13,506) | 1,603 | 15,161 |
| TOTAL | 1,725,956 | 1,756,431 | 1,994,422 |
| OPERATING\tINCOME | 358,354 | 326,016 | 216,841 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 7,660 | 4,118 | 5,219 |
| Interest\tand\tinvestment\tincome | 16,533 | 46,363 | 19,321 |
| Miscellaneous\t-\tnet | (4,172) | (1,743) | (3,569) |
| TOTAL | 20,021 | 48,738 | 20,971 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 83,545 | 91,598 | 92,340 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (2,826) | (2,406) | (3,159) |
| TOTAL | 80,719 | 89,192 | 89,181 |
| INCOME\tBEFORE\tINCOME\tTAXES | 297,656 | 285,562 | 148,631 |
| Income\ttaxes | 132,765 | 112,944 | 81,756 |
| NET\tINCOME | 164,891 | 172,618 | 66,875 |
| Preferred\tdividend\trequirements\tand\tother | 6,873 | 6,873 | 6,873 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | \t$158,018 | \t$165,745 | \t$60,002 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$164,891 | \t$172,618 | \t$66,875 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning,\tincluding\tnuclear\tfuel\tamortization | 339,819 | 347,587 | 287,317 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 94,410 | 100,071 | 66,777 |
| \t\tChanges\tin\tassets\tand\tliabilities: |  |  |  |
| \t\t\t\tReceivables | (11,021) | 34,214 | 3,477 |
| \t\t\t\tFuel\tinventory | (11,190) | (22,639) | 163 |
| \t\t\t\tAccounts\tpayable | 160,983 | (14,777) | (338,993) |
| \t\t\t\tPrepaid\ttaxes\tand\ttaxes\taccrued | 122,974 | (63,188) | 5,517 |
| \t\t\t\tInterest\taccrued | 2,861 | 426 | (1,103) |
| \t\t\t\tDeferred\tfuel\tcosts | (148,274) | 61,300 | (3,741) |
| \t\t\t\tOther\tworking\tcapital\taccounts | (3,855) | 31,550 | 330,263 |
| \t\t\t\tProvisions\tfor\testimated\tlosses | (2,330) | (5,247) | (2,708) |
| \t\t\t\tOther\tregulatory\tassets | (215,841) | (87,087) | (70,412) |
| \t\t\t\tPension\tand\tother\tpostretirement\tliabilities | 123,156 | (32,496) | 6,501 |
| \t\t\t\tOther\tassets\tand\tliabilities | (52,459) | (10,072) | 34,259 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 564,124 | 512,260 | 384,192 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (382,776) | (291,267) | (338,752) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 9,607 | 4,118 | 5,219 |
| Nuclear\tfuel\tpurchases | (148,657) | (82,371) | (118,379) |
| Proceeds\tfrom\tsale\tof\tnuclear\tfuel | - | - | 118,590 |
| Proceeds\tfrom\tsale\tof\tequipment | - | 2,489 | 74,818 |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 125,408 | 367,266 | 154,644 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (140,724) | (400,832) | (164,879) |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 24,101 | (12,604) | (12,868) |
| Changes\tin\tother\tinvestments\t-\tnet | - | 2,415 | - |
| Investment\tin\taffiliates | 10,994 | - | - |
| Remittances\tto\ttransition\tcharge\taccount | (15,650) | (2,412) | - |
| Payments\tfrom\ttransition\tcharge\taccount | 14,173 | - | - |
| Other | - | 18 | 95 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (503,524) | (413,180) | (281,512) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 54,743 | 684,851 | - |
| Retirement\tof\tlong-term\tdebt | (45,310) | (589,500) | - |
| Changes\tin\tcredit\tborrowings\t-\tnet | (28,863) | 5,711 | - |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (117,800) | (173,400) | (48,300) |
| \t\tPreferred\tstock | (6,873) | (6,873) | (6,873) |
| Other | - | - | (842) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (144,103) | (79,211) | (56,015) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (83,503) | 19,869 | 46,665 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 106,102 | 86,233 | 39,568 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$22,599 | \t$106,102 | \t$86,233 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$75,650 | \t$85,639 | \t$88,397 |
| \t\tIncome\ttaxes | \t$(89,994) | \t$66,403 | \t$1,434 |

| Cash | $4,712 | $4,250 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 17,887 | 101,852 |
| \t\t\t\tTotal\tcash\tand\tcash\tinvestments | 22,599 | 106,102 |
| Securitization\trecovery\ttrust\taccount | 3,890 | 2,412 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 90,940 | 79,905 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (26,155) | (24,402) |
| \t\tAssociated\tcompanies | 58,030 | 82,583 |
| \t\tOther | 66,838 | 61,135 |
| \t\tAccrued\tunbilled\trevenues | 70,715 | 74,227 |
| \t\t\t\tTotal\taccounts\treceivable | 260,368 | 273,448 |
| Deferred\tfuel\tcosts | 209,776 | 61,502 |
| Fuel\tinventory\t-\tat\taverage\tcost | 48,889 | 37,699 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 143,343 | 140,095 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 49,047 | 23,099 |
| System\tagreement\tcost\tequalization | 36,800 | 52,160 |
| Prepaid\ttaxes | - | 86,693 |
| Prepayments\tand\tother | 8,562 | 7,877 |
| TOTAL | 783,274 | 791,087 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Decommissioning\ttrust\tfunds | 541,657 | 520,841 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 1,677 | 1,684 |
| Other | 3,182 | 14,176 |
| TOTAL | 546,516 | 536,701 |
| UTILITY\tPLANT |  |  |
| Electric | 8,079,732 | 7,787,348 |
| Property\tunder\tcapital\tlease | 1,234 | 1,303 |
| Construction\twork\tin\tprogress | 120,211 | 114,324 |
| Nuclear\tfuel | 272,593 | 188,611 |
| TOTAL\tUTILITY\tPLANT | 8,473,770 | 8,091,586 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,833,596 | 3,683,001 |
| UTILITY\tPLANT\t-\tNET | 4,640,174 | 4,408,585 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 87,357 | 98,836 |
| \t\tOther\tregulatory\tassets\t(includes\tsecuritization\tproperty\tof |  |  |
| \t\t\t\t\t\t$105,762\tas\tof\tDecember\t31,\t2011\tand\t$118,505\tas\tof |  |  |
| \t\t\t\t\t\tDecember\t31,\t2010) | 1,126,911 | 892,449 |
| Other | 27,980 | 23,710 |
| TOTAL | 1,242,248 | 1,014,995 |
| TOTAL\tASSETS | \t$7,212,212 | \t$6,751,368 |

| Currently	maturing	long-term	debt | $- | $35,000 |
| :--- | :--- | :--- |
| Short-term\tborrowings | 33,914 | 62,777 |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 228,163 | 92,627 |
| \t\tOther | 138,054 | 114,454 |
| Customer\tdeposits | 81,074 | 72,535 |
| Taxes\taccrued | 36,281 | - |
| Accumulated\tdeferred\tincome\ttaxes | 124,267 | 82,820 |
| Interest\taccrued | 29,881 | 27,020 |
| Other | 23,305 | 21,115 |
| TOTAL | 694,939 | 508,348 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,708,760 | 1,661,365 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 42,939 | 44,928 |
| Other\tregulatory\tliabilities | 133,960 | 140,801 |
| Decommissioning | 640,228 | 602,164 |
| Accumulated\tprovisions | 5,640 | 7,970 |
| Pension\tand\tother\tpostretirement\tliabilities | 539,016 | 415,925 |
| Long-term\tdebt\t(includes\tsecuritization\tbonds\tof\t$113,761\tas |  |  |
| \t\t\t\t\tof\tDecember\t31,\t2011\tand\t$124,066\tas\tof\tDecember\t31,\t2010) | 1,875,921 | 1,828,910 |
| Other | 10,335 | 20,701 |
| TOTAL | 4,956,799 | 4,722,764 |
| Commitments\tand\tContingencies |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 116,350 | 116,350 |
| COMMON\tEQUITY |  |  |
| Common\tstock,\t$0.01\tpar\tvalue,\tauthorized\t325,000,000 |  |  |
| \t\tshares;\tissued\tand\toutstanding\t46,980,196\tshares\tin\t2011 |  |  |
| \t\tand\t2010 | 470 | 470 |
| Paid-in\tcapital | 588,444 | 588,444 |
| Retained\tearnings | 855,210 | 814,992 |
| TOTAL | 1,444,124 | 1,403,906 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$7,212,212 | \t$6,751,368 |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	COMMON	EQUITY

|  | Common	Stock | Paid-in	Capital | Retained	Earnings | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$470 | \t$588,444 | \t$810,945 | \t$1,399,859 |
| Net\tincome | - | - | 66,875 | 66,875 |
| Common\tstock\tdividends | - | - | (48,300) | (48,300) |
| Preferred\tstock\tdividends | - | - | (6,873) | (6,873) |
| Balance\tat\tDecember\t31,\t2009 | \t$470 | \t$588,444 | \t$822,647 | \t$1,411,561 |
| Net\tincome | - | - | 172,618 | 172,618 |
| Common\tstock\tdividends | - | - | (173,400) | (173,400) |
| Preferred\tstock\tdividends | - | - | (6,873) | (6,873) |
| Balance\tat\tDecember\t31,\t2010 | \t$470 | \t$588,444 | \t$814,992 | \t$1,403,906 |
| Net\tincome | - | - | 164,891 | 164,891 |
| Common\tstock\tdividends | - | - | (117,800) | (117,800) |
| Preferred\tstock\tdividends | - | - | (6,873) | (6,873) |
| Balance\tat\tDecember\t31,\t2011 | \t$470 | \t$588,444 | \t$855,210 | \t$1,444,124 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | \t$2,084,310 | \t$2,082,447 | \t$2,211,263 | \t$2,328,349 | \t$2,032,965 |
| Net\tIncome | \t$164,891 | \t$172,618 | \t$66,875 | \t$47,152 | \t$139,111 |
| Total\tassets | \t$7,212,212 | \t$6,751,368 | \t$6,492,802 | \t$6,568,213 | \t$5,999,806 |
| Long-term\tobligations\t(1) | \t$1,992,271 | \t$1,946,494 | \t$1,736,520 | \t$1,800,735 | \t$1,508,158 |

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

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$756 | \t$773 | \t$769 | \t$756 | \t$690 |
| \t\tCommercial | 450 | 441 | 475 | 463 | 409 |
| \t\tIndustrial | 421 | 415 | 433 | 461 | 407 |
| \t\tGovernmental | 20 | 20 | 21 | 21 | 19 |
| \t\t\t\t\tTotal\tretail | 1,647 | 1,649 | 1,698 | 1,701 | 1,525 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 279 | 302 | 350 | 416 | 302 |
| \t\t\t\t\tNon-associated\tcompanies | 96 | 78 | 102 | 156 | 156 |
| \t\tOther | 62 | 53 | 61 | 55 | 50 |
| \t\t\t\t\tTotal | \t$2,084 | \t$2,082 | \t$2,211 | \t$2,328 | \t$2,033 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 8,229 | 8,501 | 7,464 | 7,678 | 7,725 |
| \t\tCommercial | 6,051 | 6,144 | 5,817 | 5,875 | 5,945 |
| \t\tIndustrial | 7,029 | 7,082 | 6,376 | 7,211 | 7,424 |
| \t\tGovernmental | 275 | 277 | 269 | 274 | 277 |
| \t\t\t\t\tTotal\tretail | 21,584 | 22,004 | 19,926 | 21,038 | 21,371 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 6,893 | 7,853 | 9,980 | 7,890 | 7,185 |
| \t\t\t\t\tNon-associated\tcompanies | 1,304 | 850 | 1,631 | 2,159 | 2,651 |
| \t\t\t\t\tTotal | 29,781 | 30,707 | 31,537 | 31,087 | 31,207 |

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

Net	income	increased	$12.3	million	primarily	due	to	lower	interest	expense	and	lower	other	operation	and	maintenance	expenses,	offset	by	higher	depreciation	and	amortization	expenses	and	a	higher effective	income	tax	rate.

Net	income	increased	$37.7	million	primarily	due	to	higher	net	revenue,	a	lower	effective	income	tax	rate,	and	lower	interest	expense,	offset	by	higher	other	operation	and	maintenance	expenses,	lower other	income,	and	higher	taxes	other	than	income	taxes.

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	2011	to	2010.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $933.6 |
| Retail\telectric\tprice | (20.1) |
| Volume/weather | (5.2) |
| Fuel\trecovery | 14.8 |
| Transmission\trevenue | 12.4 |
| Other | (2.1) |
| 2011\tnet\trevenue | $933.4 |

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

The	volume/weather	variance	is	primarily	due	to	less	favorable	weather	on	the	residential	sector	as	well	as	the	unbilled	sales	period.	The	decrease	was	partially	offset	by	an	increase	of	62	GWh, or	0.3%,	in	billed	electricity	usage,	primarily	due	to	increased	consumption	by	an	industrial	customer	as	a	result	of	the	customer's	cogeneration	outage	and	the	addition	of	a	new	production	unit	by	the industrial	customer.

The	fuel	recovery	variance	resulted	primarily	from	an	adjustment	to	deferred	fuel	costs	in	2010.	See	Note	2	to	the	financial	statements	for	a	discussion	of	fuel	recovery.

The	transmission	revenue	variance	is	primarily	due	to	a	revision	to	transmission	investment	equalization	billings	under	the	Entergy	System	Agreement	among	the	Utility	operating	companies (for	the	approximate	period	of	1996	–	2011)	recorded	in	the	fourth	quarter	2011.		See	Note	2	to	the	financial	statements	for	further	discussion	of	the	revision.

# Fuel	and	purchased	power	expenses

Fuel	and	purchased	power	expenses	increased	primarily	due	to:

·  an	increase	in	deferred	fuel	expense	due	to	the	timing	of	receipt	of	System	Agreement	payments	and	credits	to	customers;

·  an	increase	in	natural	gas	fuel	expense	primarily	due	to	increased	generation;	and

·  an	increase	in	deferred	fuel	expense	due	to	fuel	and	purchased	power	expense	decreases	in	excess	of	lower	fuel	cost	recovery	revenues.

The	increase	was	offset	by	a	decrease	in	the	average	market	price	of	purchased	power	and	decreased	net	area	demand.

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	2010	to	2009.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $861.3 |
| Retail\telectric\tprice | 66.7 |
| Volume/weather | 32.7 |
| Fuel\trecovery | (28.7) |
| Other | 1.6 |
| 2010\tnet\trevenue | $933.6 |

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

The	volume/weather	variance	is	primarily	due	to	an	increase	of	1,861	GWh,	or	10%,	in	billed	electricity	usage,	primarily	in	the	industrial	sector	as	a	result	of	increased	consumption	in	the chemicals	industry,	and	also	the	effect	of	more	favorable	weather	on	the	residential	and	commercial	sectors.

Gross	operating	revenues	increased	primarily	due	to:

·  an	increase	of	$100.9	million	in	rider	revenues	due	to	lower	System	Agreement	credits	in	2010;

·  formula	rate	plan	increases	effective	November	2009,	January	2010,	and	September	2010,	as	noted	above;

·  an	increase	of	$64.5	million	in	fuel	cost	recovery	revenues	due	to	increased	usage	primarily	in	the	industrial	sector;	and

·  the	increase	related	to	volume/weather,	as	discussed	above.

The	increase	was	partially	offset	by	a	decrease	in	gross	wholesale	revenues	primarily	due	to	the	transfer	of	several	wholesale	customers	to	Entergy	Texas	in	2009	and	decreased	system	agreement	remedy receipts.

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

Nuclear	refueling	outage	expenses	decreased	primarily	due	to	the	amortization	of	lower	expenses	associated	with	the	planned	maintenance	and	refueling	outage	at	River	Bend	in	the	first	quarter	2011.

Other	operation	and	maintenance	expenses	decreased	primarily	due	to:

·  a	decrease	of	$6	million	in	fossil-fueled	generation	expenses	primarily	due	to	fewer	outages	and	a	reduced	scope	of	work	compared	to	2010;	and ·  a	decrease	of	$4.2	million	in	compensation	and	benefits	costs	primarily	resulting	from	an	increase	in	the	accrual	for	incentive-based	compensation	in	2010	and	a	decrease	in	stock	option expense.

The	decrease	was	partially	offset	by	an	increase	of	$2.9	million	in	costs	due	to	the	transition	and	implementation	of	joining	the	MISO	RTO,	as	well	as	several	individually	insignificant	items.

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

·  redemptions	of	first	mortgage	bonds	of	$68	million	in	June	2010	and	$304	million	in	November	2010,	partially	offset	by	the	issuance	of	first	mortgage	bonds	of	$250	million	in	October 2010.		See	Note	5	to	the	financial	statements	for	a	discussion	of	long-term	debt;	and

·  interest	expense	accrued	in	2010	related	to	the	expected	result	of	the	LPSC	Staff	audit	of	the	fuel	adjustment	clause	for	the	period	1995	through	2004.	See	Note	2	to	the	financial	statements	for	a discussion	of	fuel	recovery.

Other	operation	and	maintenance	expenses	increased	primarily	due	to	an	increase	of	$12.4	million	in	fossil	expenses	due	to	higher	plant	maintenance	costs	and	plant	outages	and	a	$12.1	million	increase in	compensation	and	benefits	costs	resulting	from	decreasing	discount	rates,	the	amortization	of	benefit	trust	asset	losses,	and	an	increase	in	the	accrual	for	incentive-based	compensation.		See	Note	11	to the	financial	statements	for	further	discussion	of	benefit	costs.

Taxes	other	than	income	taxes	increased	primarily	due	to	an	increase	in	local	franchise	taxes	as	a	result	of	higher	revenues	primarily	in	the	residential	and	commercial	sectors	and	an	increase	in	ad valorem	taxes	as	a	result	of	higher	millage	rates,	a	higher	2010	assessment,	and	a	reduction	in	capitalized	property	taxes	as	compared	to	2009.

Other	income	decreased	primarily	due	to	a	decrease	of	$30.1	million	in	interest	and	investment	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	redemptions	of	first	mortgage	bonds	of	$292	million	in	December	2009,	$68	million	in	June	2010,	and $304	million	in	November	2010,	partially	offset	by	issuances	of	first	mortgage	bonds	of	$300	million	in	October	2009	and	$250	million	in	October	2010.		See	Note	5	to	the	financial	statements	for further	discussion	of	the	decrease	in	long-term	debt.

The	effective	income	tax	rates	were	30.3%,	28.5%,	and	36.8%	for	2011,	2010,	and	2009,	respectively.		See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35%	to the	effective	income	tax	rates.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $155,173 | $144,460 | $49,303 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 482,115 | 726,130 | 234,930 |
| Investing\tactivities | (267,262) | (541,583) | (286,486) |
| Financing\tactivities | (345,181) | (173,834) | 146,713 |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (130,328) | 10,713 | 95,157 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $24,845 | $155,173 | $144,460 |

Net	cash	flow	provided	by	operating	activities	decreased	$244	million	in	2011	compared	to	2010	primarily	due	to:

·  proceeds	of	$240.3	million	received	from	the	LURC	as	a	result	of	the	Act	55	storm	cost	financings	in	2010.	See	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	– Hurricane	Gustav	and	Hurricane	Ike	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm	cost	financing;	and ·  higher	nuclear	refueling	outage	spending	at	River	Bend.		River	Bend	had	a	refueling	outage	in	2011	and	did	not	have	one	in	2010.

The	decrease	was	partially	offset	by	income	tax	refunds	of	$56.3	million	in	2011	compared	to	income	tax	refunds	of	$16.8	million	in	2010.		In	2011,	Entergy	Gulf	States	Louisiana	received	tax	cash refunds	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	refunds	resulted	from	the	reversal	of	temporary	differences	for which	Entergy	Gulf	States	Louisiana	previously	made	cash	tax	payments.

Net	cash	flow	provided	by	operating	activities	increased	$491.2	million	in	2010	compared	to	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;

· the	absence	in	2010	of	the	storm	restoration	spending	that	occurred	in	2009.		See	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	–	 Hurricane	Gustav	and	Hurricane Ike	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm	cost	financing;	and

·  income	tax	refunds	of	$16.8	million	in	2010	compared	to	income	tax	payments	of	$60.6	million	in	2009.		In	2010,	Entergy	Gulf	States	Louisiana	received	tax	cash	refunds	in	accordance	with the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	refunds	resulted	from	the	reversal	of	temporary	differences	for	which	Entergy	Gulf States	Louisiana	previously	made	cash	tax	payments.

Net	cash	flow	used	in	investing	activities	decreased	$274.3	million	in	2011	compared	to	2010	primarily	due	to:

·  the	investment	in	2010	of	$150.3	million	in	affiliate	securities	and	the	investment	of	$90.1	million	in	the	storm	reserve	escrow	account	as	a	result	of	the	Act	55	storm	cost	financings.		See "MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	–	 Hurricane	Gustav	and	Hurricane	Ike	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm cost	financing;	and

·  money	pool	activity.

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

Decreases	in	Entergy	Gulf	States	Louisiana's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Gulf	States	Louisiana's	receivable	from	the	money	pool	decreased	by	$39.4 million	in	2011	compared	to	increasing	by	$12.9	million	in	2010.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	the	Utility	subsidiaries'	need	for	external	short-term borrowings.

·  the investment	of	$150.3	million in	affiliate	securities	and the investment	of	$90.1	million in the	storm	reserve	escrow	account	as	a	result	of the	Act	55	storm	cost	financings. 	See "MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	–	 Hurricane	Gustav	and	Hurricane	Ike	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm cost	financing;

·  proceeds	from	the	sale/leaseback	of	nuclear	fuel	of	$72.8	million	in	2009.		See	Note	18	to	the	financial	statements	for	discussion	of	the	consolidation	of	nuclear	fuel	company	variable	interest entities	effective	January	1,	2010;	and

·  an	increase	in	construction	expenditures	primarily	due	to	$24.9	million	in	costs	associated	with	the	development	of	new	nuclear	generation	at	River	Bend.		See	"New	Nuclear	Development" below.

The	increase	was	partially	offset	by	the	purchase	of	one-third	(Unit	3)	of	the	three-unit,	789	MW	Ouachita	Power	Plant	for	$75	million	in	November	2009	from	Entergy	Arkansas	and	money	pool activity.

Increases	in	Entergy	Gulf	States	Louisiana's	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Gulf	States	Louisiana's	receivable	from	the	money	pool	increased	by	$12.9 million	for	the	year	ended	December	31,	2010	compared	to	increasing	by	$38.5	million	for	the	year	ended	December	31,	2009.

Net	cash	flow	used	in	financing	activities	increased	$171.3	million	in	2011	compared	to	2010	primarily	due	to	an	increase	of	$177.7	million	in	common	equity	distributions.

Financing	activities	used	cash	of	$173.8	million	in	2010	compared	to	providing	cash	of	$146.7	million	in	2009	primarily	due	to:

·  an	increase	of	$93.6	million	in	common	equity	distributions.

Entergy	Gulf	States	Louisiana's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.	The	increase	in	the	debt	to	capital	ratio	for	Entergy	Gulf	States	Louisiana	as of	December	31,	2011	is	primarily	due	to	a	decrease	in	member's	equity	as	a	result	of	an	increase	of	$177.6	million	in	common	equity	distributions.

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 52.2% | 51.2% |
| Effect\tof\tsubtracting\tcash | (0.4)% | (2.6)% |
| Net\tdebt\tto\tnet\tcapital | 51.8% | 48.6% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.		Debt	consists	of	notes	payable	and	long-term	debt,	including	the	currently	maturing	portion.		Capital	consists	of	debt	and	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.

Entergy	Gulf	States	Louisiana	requires	capital	resources	for:

·  debt	and	preferred	equity	maturities	or	retirements;

·  working	capital	purposes,	including	the	financing	of	fuel	and	purchased	power	costs;	and ·  distribution	and	interest	payments.

Following	are	the	amounts	of	Entergy	Gulf	States	Louisiana's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes	estimated	interest	payments),	and other	purchase	obligations:

|  | 2012 | 2013-2014 | 2015-2016 | after	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $67 | $102 | N/A | N/A | $169 |
| \t\tTransmission | 95 | 139 | N/A | N/A | 234 |
| \t\tDistribution | 59 | 132 | N/A | N/A | 191 |
| \t\tOther | 18 | 34 | N/A | N/A | 52 |
| \t\tTotal | $239 | $407 | N/A | N/A | $646 |
| Long-term\tdebt\t(2) | $141 | $262 | $203 | $1,924 | $2,530 |
| Operating\tleases | $11 | $29 | $16 | $66 | $122 |
| Purchase\tobligations\t(3) | $154 | $237 | $209 | $54 | $654 |

(1) Includes	approximately	$152	million	annually	for	maintenance	capital,	which	is	planned	spending	on	routine	capital

projects	that	are	necessary	to	support	reliability	of	service,	equipment	or	systems	and	to	support	normal	customer growth.

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations

to	purchase	goods	or	services.		For	Entergy	Gulf	States	Louisiana,	it	primarily	includes	unconditional	fuel	and

purchased	power	obligations.

In	addition	to	the	contractual	obligations	given	above,	Entergy	Gulf	States	Louisiana	expects	to	contribute	$10.8	million	to	its	pension	plans	and	$8.3	million	to	other	postretirement	plans	in 2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also,	in	addition	to	the	contractual	obligations,	Entergy	Gulf	States	Louisiana	has	$318.6	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	for	which	the	timing	of	payments beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

The	planned	capital	investment	estimate	for	Entergy	Gulf	States	Louisiana	reflects	capital	required	to	support	existing	business	and	customer	growth.		Entergy's	Utility	supply	plan	initiative	will	continue to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources.		Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative financing	sources,	could	result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.		The	estimated	capital	expenditures	are	subject	to	periodic	review	and	modification	and	may vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends,	business	restructuring,	changes	in	project	plans,	and	the	ability	to	access capital.

Management	provides	more	information	on	long-term	debt	maturities	in	Note	5	to	the	financial	statements.

As	an	indirect,	wholly-owned	subsidiary	of	Entergy	Corporation,	Entergy	Gulf	States	Louisiana	pays	distributions	from	its	earnings	at	a	percentage	determined	monthly.		Entergy	Gulf	States	Louisiana's long-term	debt	indentures	contain	restrictions	on	the	payment	of	cash	dividends	or	other	distributions	on	its	common	and	preferred	membership	interests.

# New	Nuclear	Development

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	testimony	and	legal	briefs	of	the	LPSC staff	generally	support	the	request	of	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana,	although	other	parties	filed	briefs,	without	supporting	testimony,	in	opposition	to	the	request.		An	evidentiary hearing	was	held	in	October	2011	and	the	ALJ's	decision	is	pending.

Entergy	Gulf	States	Louisiana's	sources	to	meet	its	capital	requirements	include:

·  debt	or	preferred	membership	interest	issuances;	and

Entergy	Gulf	States	Louisiana	may	refinance,	redeem,	or	otherwise	retire	debt	and	preferred	equity/membership	interests	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates are	favorable.

All	debt	and	common	and	preferred	equity/membership	interest	issuances	by	Entergy	Gulf	States	Louisiana	require	prior	regulatory	approval.		Preferred	equity/membership	interest	and	debt	issuances are	also	subject	to	issuance	tests	set	forth	in	its	bond	indentures	and	other	agreements.		Entergy	Gulf	States	Louisiana	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Gulf	States	Louisiana's	receivables	from	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $23,596 | $63,003 | $50,131 | $11,589 |

See	Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.

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	credit	facility	as	of	December 31,	2011.

Entergy	Gulf	States	Louisiana	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	October	2013,	up	to	the	aggregate	amount,	at	any	one	time	outstanding,	of $200	million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	Gulf	States	Louisiana's	short-term	borrowing	limits.		Entergy	Gulf	States	Louisiana	has	also	obtained	an	order	from the	FERC	authorizing	long-term	securities	issuances	through	July	2013.

In	September	2008,	Hurricane	Gustav	and	Hurricane	Ike	caused	catastrophic	damage	to	Entergy	Gulf	States	Louisiana's	service	territory.		The	storms	resulted	in	widespread	power	outages,	significant damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.		In	October	2008,	Entergy	Gulf	States	Louisiana	drew	all	of	its	$85	million	funded storm	reserve.		On	October	15,	2008,	the	LPSC	approved	Entergy	Gulf	States	Louisiana's	request	to	defer	and	accrue	carrying	cost	on	unrecovered	storm	expenditures	during	the	period	the	company seeks	regulatory	recovery.		The	approval	was	without	prejudice	to	the	ultimate	resolution	of	the	total	amount	of	prudently	incurred	storm	cost	or	final	carrying	cost	rate.

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	below.		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.

In	July	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	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.

# Entergy	Louisiana's	Ninemile	Point	Unit	6	Self-Build	Project

The	rates	that	Entergy	Gulf	States	Louisiana	charges	for	its	services	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.		Entergy	Gulf	States	Louisiana	is	regulated	and	the rates	charged	to	its	customers	are	determined	in	regulatory	proceedings.		A	governmental	agency,	the	LPSC	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	March	2005,	the	LPSC	approved	a	settlement	proposal	to	resolve	various	dockets	covering	a	range	of	issues	for	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana.		The	settlement	included	the establishment	of	a	three-year	formula	rate	plan	for	Entergy	Gulf	States	Louisiana	that,	among	other	provisions,	establishes	a	return	on	common	equity	mid-point	of	10.65%	for	the	initial	three-year	term of	the	plan	and	permits	Entergy	Gulf	States	Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.		Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an allowed	range	of	9.9%	to	11.4%	are	allocated	60%	to	customers	and	40%	to	Entergy	Gulf	States	Louisiana.		Entergy	Gulf	States	Louisiana	made	its	initial	formula	rate	plan	filing	in	June	2005.		The formula	rate	plan	was	subsequently	extended	one	year.		As	discussed	below	the	formula	rate	plan	has	been	extended,	with	return	on	common	equity	provisions	consistent	with	previously	approved provisions,	to	cover	the	2008,	2009,	2010,	and	2011	test	years.

# Retail	Rates	–	Gas

In	January	2009,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan	for	the	test	year	ending	September	30,	2008.		The	filing	showed	a	revenue	deficiency	of	$529 thousand	based	on	a	return	on	common	equity	mid-point	of	10.5%.		In	April	2009,	Entergy	Gulf	States	Louisiana	implemented	a	$255	thousand	rate	increase	pursuant	to	an	uncontested	settlement	with the	LPSC	staff.

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

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

# Industrial	and	Commercial	Customers

Entergy	Gulf	States	Louisiana's	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.		In	particular,	cogeneration	is	an	option	available	to	a	portion	of	Entergy Gulf	States	Louisiana's	industrial	customer	base.		Entergy	Gulf	States	Louisiana	responds	by	working	with	industrial	and	commercial	customers	and	negotiating	electric	service	contracts	to	provide competitive	rates	that	match	specific	customer	needs	and	load	profiles.		Entergy	Gulf	States	Louisiana	actively	participates	in	economic	development,	customer	retention,	and	reclamation	activities	to increase	industrial	and	commercial	demand,	from	both	new	and	existing	customers.		Entergy	Gulf	States	Louisiana	does	not	currently	expect	additional	significant	losses	to	cogeneration	because	of	the current	economics	of	the	electricity	markets	and	Entergy	Gulf	States	Louisiana's	marketing	efforts	in	retaining	industrial	customers.

Entergy	Gulf	States	Louisiana	owns	and,	through	an	affiliate,	operates	the	River	Bend	nuclear	power	plant.		Entergy	Gulf	States	Louisiana	is,	therefore,	subject	to	the	risks	related	to	owning	and operating	a	nuclear	plant.		These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting from	events	at	other	plants,	limitations	on	the	amounts	and	types	of	insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial	uncertainties related	to	decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.		In	the	event	of	an	unanticipated	early	shutdown	of	River	Bend, Entergy	Gulf	States	Louisiana	may	be	required	to	provide	additional	funds	or	credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

Entergy	Gulf	States	Louisiana's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and hazardous	and	solid	wastes,	and	other	environmental	matters.		Management	believes	that	Entergy	Gulf	States	Louisiana	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to its	facilities	and	operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Gulf	States	Louisiana	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the	latest	customer	billing.		Each	month the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's	estimate	is	reversed.		The	difference	between	the	estimate	of	the	unbilled	receivable	at	the beginning	of	the	period	and	the	end	of	the	period	is	the	amount	of	unbilled	revenue	recognized	during	the	period.		The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the unbilled	period	and	the	billed	price	to	customers	in	that	month.		Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at	the	beginning	and	end	of	each	period,	in	addition	to changes	in	certain	components	of	the	calculation.

|  | Change	in | Impact	on	2011 | Projected |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $1,542 | $18,452 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $981 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $625 | $3,439 |

|  | Change	in | Impact	on	2011 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $990 | $6,253 |
| Discount\trate | (0.25%) | $697 | $7,114 |

Total	qualified	pension	cost	for	Entergy	Gulf	States	Louisiana	in	2011	was	$9.4	million.		Entergy	Gulf	States	Louisiana	anticipates	2012	qualified	pension	cost	to	be	$19.8	million.		Entergy	Gulf States	Louisiana	contributed	$27.3	million	to	its	pension	plans	in	2011	and	estimates	2012	pension	contributions	to	be	approximately	$10.8	million;	although	the	required	pension	contributions	will	not be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Gulf	States	Louisiana	in	2011	were	$16.8	million,	including	$3.9	million	in	savings	due	to	the	estimated	effect	of future	Medicare	Part	D	subsidies.		Entergy	Gulf	States	Louisiana	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$21.3	million,	including	$3.7	million	in	savings due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.		Entergy	Gulf	States	Louisiana	expects	to	contribute	approximately	$8.3	million	to	its	other	postretirement	plans	in	2012.

See	"New	Accounting	Pronouncements"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis.

# To	the	Board	of	Directors	and	Members	of

# Baton	Rouge,	Louisiana

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Gulf	States	Louisiana,	L.L.C.	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	income	statements,	statements	of comprehensive	income,	statements	of	cash	flows,	and	statements	of	changes	in	equity	(pages	295	through	300	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three	years	in	the	period ended	December	31,	2011.	These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Gulf	States	Louisiana,	L.L.C.	as	of	December	31,	2011	and	2010,	and	the	results	of	its operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

# INCOME	STATEMENTS

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$2,069,548 | \t$2,015,710 | \t$1,776,610 |
| Natural\tgas | 64,861 | 81,311 | 67,776 |
| TOTAL | 2,134,409 | 2,097,021 | 1,844,386 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 437,301 | 312,960 | 251,393 |
| \t\t\tPurchased\tpower | 780,711 | 851,694 | 732,943 |
| \t\t\tNuclear\trefueling\toutage\texpenses | 18,227 | 24,046 | 21,787 |
| \t\t\tOther\toperation\tand\tmaintenance | 351,070 | 361,329 | 332,450 |
| Decommissioning | 14,189 | 13,400 | 13,591 |
| Taxes\tother\tthan\tincome\ttaxes | 75,858 | 77,519 | 67,559 |
| Depreciation\tand\tamortization | 143,387 | 132,714 | 135,489 |
| Other\tregulatory\tcredits\t-\tnet | (17,045) | (1,248) | (1,261) |
| TOTAL | 1,803,698 | 1,772,414 | 1,553,951 |
| OPERATING\tINCOME | 330,711 | 324,607 | 290,435 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 9,094 | 5,513 | 5,426 |
| Interest\tand\tinvestment\tincome | 40,945 | 42,293 | 69,951 |
| Miscellaneous\t-\tnet | (8,799) | (8,016) | (8,764) |
| TOTAL | 41,240 | 39,790 | 66,613 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 84,356 | 101,318 | 118,243 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (3,745) | (3,537) | (3,427) |
| TOTAL | 80,611 | 97,781 | 114,816 |
| INCOME\tBEFORE\tINCOME\tTAXES | 291,340 | 266,616 | 242,232 |
| Income\ttaxes | 88,313 | 75,878 | 89,185 |
| NET\tINCOME | 203,027 | 190,738 | 153,047 |
| Preferred\tdistribution\trequirements\tand\tother | 825 | 827 | 825 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tEQUITY | \t$202,202 | \t$189,911 | \t$152,222 |

# STATEMENTS	OF	COMPREHENSIVE	INCOME

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tIncome | \t$203,027 | \t$190,738 | \t$153,047 |
| Other\tcomprehensive\tincome\t(loss) |  |  |  |
| \t\t\tPension\tand\tother\tpostretirement\tliabilities |  |  |  |
| \t\t\t\t\t(net\tof\ttax\tbenefit\tof\t$16,556,\t$340,\tand\t$13,111) | (29,306) | 1,867 | (11,906) |
| \t\t\t\t\t\t\t\t\tOther\tcomprehensive\tincome\t(loss) | (29,306) | 1,867 | (11,906) |
| Comprehensive\tIncome | \t$173,721 | \t$192,605 | \t$141,141 |

# STATEMENTS	OF	CASH	FLOWS

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$203,027 | \t$190,738 | \t$153,047 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning,\tincluding\tnuclear\tfuel\tamortization | 207,753 | 194,265 | 149,080 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (6,268) | 87,920 | 138,817 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (82,221) | (30,732) | 177,628 |
| \t\t\t\tFuel\tinventory | 2,578 | 3,471 | 4,453 |
| \t\t\t\tAccounts\tpayable | (58,981) | 80,874 | (131,603) |
| \t\t\t\tPrepaid\ttaxes\tand\ttaxes\taccrued | 148,313 | (8,176) | (418) |
| \t\t\t\tInterest\taccrued | (1,177) | 537 | (5,403) |
| \t\t\t\tDeferred\tfuel\tcosts | 74,877 | (20,050) | (49,625) |
| \t\t\t\tOther\tworking\tcapital\taccounts | (4,600) | 13,068 | (116,816) |
| \t\tChanges\tin\tprovisions\tfor\testimated\tlosses | 1,353 | 83,011 | 773 |
| \t\tChanges\tin\tother\tregulatory\tassets | (80,027) | 114,528 | (44,612) |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 112,736 | (14,041) | 46,083 |
| \t\tOther | (35,248) | 30,717 | (86,474) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 482,115 | 726,130 | 234,930 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (219,307) | (237,251) | (199,283) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 9,094 | 5,513 | 5,426 |
| Insurance\tproceeds | - | 2,243 | 2,180 |
| Nuclear\tfuel\tpurchases | (87,901) | (47,785) | (44,529) |
| Proceeds\tfrom\tsale\tof\tnuclear\tfuel | 9,647 | - | 72,843 |
| Payment\tfor\tpurchase\tof\tplant | - | - | (74,818) |
| Investment\tin\taffiliates | - | (150,264) | 160 |
| Payment\tto\tstorm\treserve\tescrow\taccount | (124) | (90,073) | - |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 76,844 | 100,825 | 95,244 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (94,922) | (115,055) | (105,167) |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 39,407 | (12,872) | (38,542) |
| Changes\tin\tother\tinvestments\t-\tnet | - | 3,136 | - |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (267,262) | (541,583) | (286,486) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | - | 306,234 | 297,199 |
| Retirement\tof\tlong-term\tdebt | (47,340) | (344,841) | (118,961) |
| Changes\tin\tcredit\tborrowings\t-\tnet | 5,200 | (10,100) | - |
| Dividends/distributions\tpaid: |  |  |  |
| \t\tCommon\tequity | (301,950) | (124,300) | (30,700) |
| \t\tPreferred\tmembership\tinterests | (825) | (827) | (825) |
| Other | (266) | - | - |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | (345,181) | (173,834) | 146,713 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (130,328) | 10,713 | 95,157 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 155,173 | 144,460 | 49,303 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$24,845 | \t$155,173 | \t$144,460 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$82,413 | \t$97,803 | \t$120,655 |
| \t\tIncome\ttaxes | \t$(56,289) | \t$(16,803) | \t$60,594 |
| Noncash\tfinancing\tactivities:\n\t\tRepayment\tby\tEntergy\tTexas\tof\tassumed\tlong-term\tdebt | \t$- | \t$167,742 | \t$602,229 |

# BALANCE	SHEETS

| Cash | $217 | $231 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 24,628 | 154,942 |
| \t\t\t\t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 24,845 | 155,173 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 61,648 | 60,369 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (843) | (1,306) |
| \t\tAssociated\tcompanies | 171,431 | 119,252 |
| \t\tOther | 22,082 | 27,728 |
| \t\tAccrued\tunbilled\trevenues | 51,155 | 56,616 |
| \t\t\t\tTotal\taccounts\treceivable | 305,473 | 262,659 |
| Fuel\tinventory\t-\tat\taverage\tcost | 23,249 | 25,827 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 114,075 | 113,302 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 21,066 | 7,372 |
| Prepaid\ttaxes | - | 40,946 |
| Prepayments\tand\tother | 5,180 | 5,127 |
| TOTAL | 493,888 | 610,406 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliate\tpreferred\tmembership\tinterests | 339,664 | 339,664 |
| Decommissioning\ttrust\tfunds | 420,917 | 393,580 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 164,712 | 156,845 |
| Storm\treserve\tescrow\taccount | 90,249 | 90,125 |
| Other | 12,701 | 12,011 |
| TOTAL | 1,028,243 | 992,225 |
| UTILITY\tPLANT |  |  |
| Electric | 7,068,657 | 6,907,268 |
| Natural\tgas | 129,950 | 124,020 |
| Construction\twork\tin\tprogress | 122,051 | 119,017 |
| Nuclear\tfuel | 206,031 | 202,609 |
| TOTAL\tUTILITY\tPLANT | 7,526,689 | 7,352,914 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,906,353 | 3,812,394 |
| UTILITY\tPLANT\t-\tNET | 3,620,336 | 3,540,520 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 249,058 | 234,406 |
| \t\tOther\tregulatory\tassets | 333,898 | 270,883 |
| \t\tDeferred\tfuel\tcosts | 100,124 | 100,124 |
| Other | 13,506 | 14,832 |
| TOTAL | 696,586 | 620,245 |
| TOTAL\tASSETS | \t$5,839,053 | \t$5,763,396 |

| Currently	maturing	long-term	debt | $60,000 | $- |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 73,305 | 71,601 |
| \t\tOther | 101,009 | 160,246 |
| Customer\tdeposits | 49,734 | 48,631 |
| Taxes\taccrued | 107,367 | - |
| Accumulated\tdeferred\tincome\ttaxes | 5,427 | 1,749 |
| Interest\taccrued | 26,084 | 27,261 |
| Deferred\tfuel\tcosts | 97,178 | 22,301 |
| Pension\tand\tother\tpostretirement\tliabilities | 7,911 | 7,415 |
| Gas\thedge\tcontracts | 8,572 | 1,034 |
| Other | 15,294 | 14,015 |
| TOTAL | 551,881 | 354,253 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,397,230 | 1,405,374 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 81,520 | 84,858 |
| Other\tregulatory\tliabilities | 75,721 | 83,479 |
| Decommissioning\tand\tasset\tretirement\tcost\tliabilities | 359,792 | 339,925 |
| Accumulated\tprovisions | 99,033 | 97,680 |
| Pension\tand\tother\tpostretirement\tliabilities | 332,672 | 220,432 |
| Long-term\tdebt | 1,482,430 | 1,584,332 |
| Long-term\tpayables\t-\tassociated\tcompanies | 31,254 | 32,596 |
| Other | 47,397 | 51,254 |
| TOTAL | 3,907,049 | 3,899,930 |
| Commitments\tand\tContingencies |  |  |
| EQUITY |  |  |
| Preferred\tmembership\tinterests\twithout\tsinking\tfund | 10,000 | 10,000 |
| Member's\tequity | 1,439,733 | 1,539,517 |
| Accumulated\tother\tcomprehensive\tloss | (69,610) | (40,304) |
| TOTAL | 1,380,123 | 1,509,213 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$5,839,053 | \t$5,763,396 |

# STATEMENTS	OF	CHANGES	IN	EQUITY

|  |  |  | Accumulated |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Preferred |  | Other |  |
|  | Membership |  | Comprehensive |  |
|  | Interests | Member's\tEquity | Income\t(Loss) | Total |
|  |  | (In\tThousands) |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$10,000 | \t$1,352,408 | \t$(30,265) | \t$1,332,143 |
| Net\tincome | - | 153,047 | - | 153,047 |
| Other\tcomprehensive\tloss | - | - | (11,906) | (11,906) |
| Dividends/distributions\tdeclared\ton\tcommon\tequity | - | (30,700) | - | (30,700) |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (825) | - | (825) |
| Balance\tat\tDecember\t31,\t2009 | \t$10,000 | \t$1,473,930 | \t$(42,171) | \t$1,441,759 |
| Net\tincome | - | 190,738 | - | 190,738 |
| Other\tcomprehensive\tincome | - | - | 1,867 | 1,867 |
| Dividends/distributions\tdeclared\ton\tcommon\tequity | - | (124,300) | - | (124,300) |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (827) | - | (827) |
| Other | - | (24) | - | (24) |
| Balance\tat\tDecember\t31,\t2010 | \t$10,000 | \t$1,539,517 | \t$(40,304) | \t$1,509,213 |
| Net\tincome | - | 203,027 | - | 203,027 |
| Other\tcomprehensive\tloss | - | - | (29,306) | (29,306) |
| Dividends/distributions\tdeclared\ton\tcommon\tequity | - | (301,950) | - | (301,950) |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (825) | - | (825) |
| Other | - | (36) | - | (36) |
| Balance\tat\tDecember\t31,\t2011 | \t$10,000 | \t$1,439,733 | \t$(69,610) | \t$1,380,123 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues\t(2) | \t$2,134,409 | \t$2,097,021 | \t$1,844,386 | \t$2,733,365 | \t$3,534,612 |
| Net\tIncome\t(2) | \t$203,027 | \t$190,738 | \t$153,047 | \t$144,767 | \t$192,779 |
| Total\tassets | \t$5,839,053 | \t$5,763,396 | \t$5,569,083 | \t$6,056,961 | \t$6,072,691 |
| Long-term\tobligations\t(1) | \t$1,482,430 | \t$1,584,332 | \t$1,740,592 | \t$1,944,180 | \t$1,756,087 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues\t(2): |  |  |  |  |  |
| \t\tResidential | \t$479 | \t$498 | \t$393 | \t$554 | \t$1,042 |
| \t\tCommercial | 416 | 426 | 354 | 520 | 817 |
| \t\tIndustrial | 490 | 489 | 383 | 672 | 1,035 |
| \t\tGovernmental | 22 | 21 | 18 | 25 | 45 |
| \t\t\t\t\tTotal\tretail | 1,407 | 1,434 | 1,148 | 1,771 | 2,939 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 562 | 463 | 475 | 643 | 233 |
| \t\t\t\t\tNon-associated\tcompanies | 52 | 79 | 105 | 181 | 196 |
| \t\tOther | 49 | 40 | 49 | 38 | 80 |
| \t\t\t\t\tTotal | \t$2,070 | \t$2,016 | \t$1,777 | \t$2,633 | \t$3,448 |
| Billed\tElectric\tEnergy\tSales\t(GWh)\t(2): |  |  |  |  |  |
| \t\tResidential | 5,383 | 5,538 | 5,090 | 4,888 | 10,215 |
| \t\tCommercial | 5,239 | 5,274 | 5,058 | 4,973 | 8,980 |
| \t\tIndustrial | 9,041 | 8,801 | 7,601 | 8,416 | 15,012 |
| \t\tGovernmental | 222 | 210 | 213 | 215 | 448 |
| \t\t\t\t\tTotal\tretail | 19,885 | 19,823 | 17,962 | 18,492 | 34,655 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 8,595 | 8,516 | 7,084 | 6,490 | 2,488 |
| \t\t\t\t\tNon-associated\tcompanies | 1,013 | 1,705 | 2,546 | 2,524 | 2,900 |
| \t\t\t\t\tTotal | 29,493 | 30,044 | 27,592 | 27,506 | 40,043 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt)	and	noncurrent	capital	lease	obligations.

(2)	Entergy	Gulf	States	Louisiana's	income	statements	for	the	years	ended	December	31,	2008,	2009,	2010,	and	2011	reflect	the	effects	of	the	separation	of	the	Texas	business.	Entergy	Gulf	States Louisiana's	income	statements	for	the	year	ended	December	31,	2007	include	the	operations	of	Entergy	Texas.

# ENTERGY	LOUISIANA,	LLC	AND	SUBSIDIARIES

Net	income	increased	$242.5	million	primarily	due	to	a	settlement	with	the	IRS	related	to	the	mark-to-market	income	tax	treatment	of	power	purchase	contracts,	which	resulted	in	a	$422	million	income tax	benefit.		The	net	income	effect	was	partially	offset	by	a	$199	million	regulatory	charge,	which	reduced	net	revenue,	because	a	portion	of	the	benefit	will	be	shared	with	customers.		See	Note	3	to	the financial	statements	for	additional	discussion	of	the	settlement	and	benefit	sharing.

Net	income	decreased	slightly	by	$1.4	million	primarily	due	to	higher	other	operation	and	maintenance	expenses,	a	higher	effective	income	tax	rate,	and	higher	interest	expense,	almost	entirely	offset	by higher	net	revenue.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $1,043.7 |
| Mark-to-market\ttax\tsettlement\tsharing | (195.9) |
| Retail\telectric\tprice | 32.5 |
| Volume/weather | 11.6 |
| Other | (5.7) |
| 2011\tnet\trevenue | $886.2 |

The	retail	electric	price	variance	is	primarily	due	to	a	formula	rate	plan	increase	effective	May	2011.		See	Note	2	to	the	financial	statements	for	discussion	of	the	formula	rate	plan	increase.

The	volume/weather	variance	is	primarily	due	to	an	increase	of	1,095	GWh,	or	4%,	in	billed	electricity	usage.		Usage	in	the	industrial	sector	increased	primarily	as	a	result	of	increased consumption	by	a	large	customer	in	the	chemical	industry	as	the	result	of	a	plant	expansion.		The	increase	was	partially	offset	by	the	effect	of	less	favorable	weather	on	residential	sales.

# Other	regulatory	charges	(credits)

Other	regulatory	charges	increased	primarily	due	to	a	settlement	with	the	IRS	related	to	the	mark-to-market	income	tax	treatment	of	power	purchase	contracts	because	a	portion	of	the	settlement	will	be shared	with	customers.		See	Note	3	to	the	financial	statements	for	additional	discussion	of	the	settlement	and	benefit	sharing.

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	2010	to	2009.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $980.0 |
| Volume/weather | 52.9 |
| Retail\telectric\tprice | 17.5 |
| Other | (6.7) |
| 2010\tnet\trevenue | $1,043.7 |

The	volume/weather	variance	is	primarily	due	to	an	increase	of	2,253	GWh,	or	8%,	in	billed	electricity	usage.		Usage	in	the	industrial	sector	increased	primarily	as	a	result	of	increased consumption	by	a	large	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	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	for	further	discussion	of	settlement	and	the	formula	rate	plan	reset.

·  an	increase	of	$200.7	million	in	fuel	cost	recovery	revenues	due	to	higher	fuel	rates	and	increased	usage;

·  an	increase	of	$114.9	million	in	rider	revenues	primarily	due	to	lower	System	Agreement	credits	in	2010;	and

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	operation	and	maintenance	expenses	increased	primarily	due	to	an	increase	of	$17.1	million	in	transmission	investment	equalization	expenses	as	a	result	of	a	billing	adjustment	recorded	in	the fourth	quarter	2011	related	to	prior	transmission	costs	(for	the	approximate	period	of	1996-2011)	allocable	to	Entergy	Louisiana	under	the	Entergy	System	Agreement	and	an	increase	of	$17.5	million	in fossil-fueled	generation	expenses	due	to	an	overall	higher	scope	of	outages	compared	to	prior	year	and	the	addition	of	Acadia	Unit	2	in	April	2011.

Other	income	increased	primarily	due	to	an	increase	of	$10.8	million	in	distributions	earned	on	preferred	membership	interests	purchased	from	Entergy	Holdings	Company	with	the	proceeds	received from	the	Act	55	storm	cost	financing	and	an	increase	in	the	allowance	for	equity	funds	used	during	construction	due	to	more	construction	work	in	progress	in	2011.		See	"MANAGEMENT'S FINANCIAL	DISCUSSION	AND	ANALYSIS	–	Hurricane	Gustav	and	Hurricane	Ike"	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm	cost	financing.

·  an	increase	of	$6.4	million	in	fossil	expenses	due	to	higher	outage	expenses	compared	to	prior	year;	and

·  an	increase	of	$5.9	million	in	nuclear	expenses	due	to	higher	nuclear	labor	costs.

Interest	expense	increased	primarily	due	to	the	issuance	of	$400	million	of	5.40%	Series	first	mortgage	bonds	in	November	2009.

The	effective	income	tax	rates	for	2011,	2010,	and	2009	were	(357)%,	22.3%,	and	16.2%,	respectively.		The	decline	in	the	rate	for	2011	is	primarily	due	to	the	reversal	in	the	third	quarter	2011	for uncertain	 tax	positions	resulting	from	a	settlement	with	 the	IRS	related	 to	 the	mark-to-market	 income	 tax	 treatment	of	power	purchase	contracts.	 	See	Note	3	 to	 the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rates	for	2009,	2010,	and	2011	and	for	a	discussion	of	the	IRS	settlement	and	audits.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $123,254 | $151,849 | $138,918 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 479,342 | 932,334 | 87,879 |
| Investing\tactivities | (811,203) | (861,329) | (436,251) |
| Financing\tactivities | 209,485 | (99,600) | 361,303 |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (122,376) | (28,595) | 12,931 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $878 | $123,254 | $151,849 |

Cash	flow	provided	by	operating	activities	decreased	$453	million	in	2011	primarily	due	to	proceeds	of	$462	million	received	in	2010	from	the	LURC	as	a	result	of	the	Act	55	storm	cost financings.			The	decrease	was	partially	offset	by	income	tax	refunds	of	$39.6	million	in	2011	compared	to	income	tax	payments	of	$28.3	million	in	2010.		See	"MANAGEMENT'S	FINANCIAL DISCUSSION	AND	ANALYSIS	–	 Hurricane	Gustav	and	Hurricane	Ike"	and	Note	2	to	the	financial	statements	herein	for	a	discussion	of	the	storm	cost	financings.		In	2011,	Entergy	Louisiana received	tax	cash	refunds	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	refunds	primarily	result	from	a	decrease	in	2010 taxable	income	from	what	was	previously	estimated	because	of	the	recognition	of	additional	repair	expenses	for	tax	purposes	associated	with	a	tax	accounting	change	filed	in	2010.

Cash	flow	provided	by	operating	activities	increased	$844.5	million	in	2010	primarily	due	to	proceeds	of	$462.4	million	received	from	the	LURC	as	a	result	of	the	Act	55	storm	cost	financings, the	absence	in	2010	of	the	storm	restoration	spending	that	occurred	in	2009,	a	decrease	of	$195.3	million	in	income	tax	payments,	and	increased	recovery	of	fuel	costs	due	to	a	higher	fuel	rate	for	the period,	offset	by	an	increase	of	$58.5	million	in	pension	contributions.		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"	below	for	a	discussion	of	qualified	pension	and	other	postretirement benefits.		In	2010,	Entergy	Louisiana	made	tax	payments	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	payments resulted	from	the	reversal	of	temporary	differences	for	which	Entergy	Louisiana	previously	received	cash	tax	benefits	and	from	estimated	federal	income	tax	payments	for	tax	year	2010.

Net	cash	flow	used	in	investing	activities	decreased	$50.1	million	in	2011	primarily	due	to:

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

·  the	purchase	of	the	Acadia	Power	Plant	for	approximately	$300	million	in	April	2011;	and

·  an	increase	in	nuclear	fuel	purchases	because	of	the	timing	of	refueling	outages	and	the	purchase	of	nuclear	fuel	inventory	from	System	Fuels	because	the	Utility	companies	will	now	purchase nuclear	fuel	throughout	the	nuclear	fuel	procurement	cycle,	rather	than	purchasing	it	from	System	Fuels	at	the	time	of	refueling.

Decreases	in	Entergy	Louisiana's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Louisiana's	receivable	from	the	money	pool	decreased	by	$49.9	million	in	2011	compared	to decreasing	by	$2.9	million	in	2010.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	the	Utility	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	flow	used	in	investing	activities	increased	$425.1	million	in	2010	primarily	due	to	the	investment	in	2010	of	$262.4	million	in	affiliate	securities	and	the	investment	of	$200	million	in	the	storm reserve	escrow	account	as	a	result	of	the	Act	55	storm	cost	financings,	partially	offset	by	decreased	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.		The	decrease	in	construction	expenditures	was	partially	offset	by an	increase	of	$24.9	million	in	costs	associated	with	the	development	of	new	nuclear	generation	at	River	Bend,	as	discussed	below,	increased	nuclear	construction	expenditures	primarily	due	to	the Waterford	3	steam	generator	replacement	project	and	the	dry	fuel	storage	project,	and	increased	transmission	construction	expenditures	primarily	due	to	additional	reliability	work.		See	"Hurricane Gustav	and	Hurricane	Ike"	below	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	storm	cost	financings.		See	MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS 	-	"Little Gypsy	Repowering	Project"	for	a	discussion	of	the	suspension	and	subsequent	cancellation	of	the	Little	Gypsy	repowering	project.

Entergy	Louisiana's	financing	activities	provided	cash	of	$209.5	million	in	2011	compared	to	using	cash	of	$99.6	million	in	2010	primarily	due	to	the	following	cash	flow	activity:

·  the	issuance	by	Entergy	Louisiana	Investment	Recovery	Funding,	L.L.C.,	a	wholly	owned	subsidiary	of	Entergy	Louisiana,	of	$207.2	million	of	senior	secured	investment	recovery	bonds	with	a coupon	of	2.04%	in	September	2011;

·  net	cash	issuances	of	$200	million	of	first	mortgage	bonds	in	2011	compared	to	net	cash	redemptions	of	$120	million	of	first	mortgage	bonds	in	2010;

·  an	increase	in	borrowings	on	the	nuclear	fuel	company	variable	interest	entity's	credit	facility;

·  borrowings	of	$50	million	on	its	credit	facility	in	2011;

·  the	retirement	of	the	$30	million	Series	D	note	by	the	nuclear	fuel	company	variable	interest	entity	in	January	2010;

·  the	issuance	of	the	$20	million	Series	F	note	by	the	nuclear	fuel	company	variable	interest	entity	in	March	2011;	and ·  money	pool	activity.

The	increases	were	offset	by	the	following:

·  a	principal	payment	of	$35.5	million	in	2011	for	the	Waterford	3	sale-leaseback	obligation	compared	to	a	principal	payment	of	$17.3	million	in	2010.

Increases	in	Entergy	Louisiana's	payable	to	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Louisiana's	payable	to	the	money	pool	increased	by	$118.4	million	in	2011.

Entergy	Louisiana's	financing	activities	used	$99.6	million	in	2010	compared	to	providing	$361.3	million	in	2009.		The	following	cash	flow	activity	occurred:

·  net	cash	redemptions	of	$120	million	of	first	mortgage	bonds	in	2010;

·  the	retirement	in	January	2010	of	the	$30	million	Series	D	note	by	the	nuclear	fuel	company	variable	interest	entity;

·  the	payment	on	credit	borrowings	of	$24.1	million	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.

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 47.1% | 46.1% |
| Effect\tof\texcluding\tsecuritization\tbonds | (2.4)% | 0.0% |
| Debt\tto\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 44.7% | 46.1% |
| Effect\tof\tsubtracting\tcash | 0.0% | (1.7)% |
| Net\tdebt\tto\tnet\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 44.7% | 44.4% |

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.

Entergy	Louisiana	requires	capital	resources	for:

Following	are	the	amounts	of	Entergy	Louisiana's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes	estimated	interest	payments),	and	other purchase	obligations:

|  | 2012 | 2013-2014 | 2015-2016 | After	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $487 | $659 | N/A | N/A | $1,146 |
| \t\tTransmission | 108 | 185 | N/A | N/A | 293 |
| \t\tDistribution | 105 | 265 | N/A | N/A | 370 |
| \t\tOther | 12 | 31 | N/A | N/A | 43 |
| \t\tTotal | $712 | $1,140 | N/A | N/A | $1,852 |
| Long-term\tdebt\t(2) | $193 | $314 | $268 | $3,084 | $3,859 |
| Operating\tleases | $9 | $14 | $8 | $2 | $33 |
| Purchase\tobligations\t(3) | $609 | $720 | $705 | $3,820 | $5,854 |

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations to	purchase	goods	or	services.		For	Entergy	Louisiana,	almost	all	of	the	total	consists	of	unconditional	fuel	and purchased	power	obligations,	including	its	obligations	under	the	Vidalia	purchased	power	agreement	and	the	Unit Power	Sales	Agreement,	both	of	which	are	discussed	in	Note	8	to	the	financial	statements.

In	addition	to	the	contractual	obligations	given	above,	Entergy	Louisiana	currently	expects	to	contribute	approximately	$23.8	million	to	its	pension	plans	and	approximately	$10	million	to	other postretirement	plans	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also	in	addition	to	the	contractual	obligations,	Entergy	Louisiana	has	$229.5	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	for	which	the	timing	of	payments beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

The	planned	capital	investment	estimate	for	Entergy	Louisiana	reflects	capital	required	to	support	existing	business	and	customer	growth,	including	the	replacement	of	the	Waterford	3	steam	generators and	the	Ninemile	6	self-build	project,	both	of	which	are	discussed	below.		Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered generation	resources.		Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in	increases	or	decreases	in	the	capital expenditure	 estimates	 given	 above.	 	 The	 estimated	 capital	 expenditures	 are	 subject	 to	 periodic	 review	 and	 modification	 and	 may	 vary	 based	 on	 the	 ongoing	 effects	 of	 regulatory	 constraints, environmental	compliance,	market	volatility,	economic	trends,	business	restructuring,	changes	in	project	plans,	and	the	ability	to	access	capital.

As	an	indirect,	wholly-owned	subsidiary	of	Entergy	Corporation,	Entergy	Louisiana	pays	distributions	from	its	earnings	at	a	percentage	determined	monthly.		Entergy	Louisiana's	long-term	debt indentures	contain	restrictions	on	the	payment	of	cash	dividends	or	other	distributions	on	its	common	and	preferred	membership	interests.

Entergy	Louisiana	planned	to	replace	the	Waterford	3	steam	generators,	along	with	the	reactor	vessel	closure	head	and	control	element	drive	mechanisms,	in	the	spring	2011.		Replacement	of these	components	is	common	to	pressurized	water	reactors	throughout	the	nuclear	industry.		In	December	2010,	Entergy	Louisiana	advised	the	LPSC	that	the	replacement	generators	would	not	be completed	and	delivered	by	the	manufacturer	in	time	to	install	them	during	the	spring	2011	refueling	outage.		During	the	final	steps	in	the	manufacturing	process,	the	manufacturer	discovered	separation of	stainless	steel	cladding	from	the	carbon	steel	base	metal	in	the	channel	head	of	both	replacement	steam	generators	(RSGs),	in	areas	beneath	and	adjacent	to	the	divider	plate.		As	a	result	of	this damage,	the	manufacturer	was	unable	to	meet	the	contractual	delivery	deadlines,	and	the	RSGs	were	not	installed	in	the	spring	2011.		Entergy	Louisiana	worked	with	the	manufacturer	to	fully	develop and	evaluate	repair	options,	and	expects	the	replacement	steam	generators	to	be	delivered	in	time	for	the	Fall	2012	refueling	outage.		Extensive	inspections	of	the	existing	steam	generators	at	Waterford	3 in	cooperation	with	the	manufacturer	were	completed	in	April	2011.		The	review	of	data	obtained	during	these	inspections	supports	the	conclusion	that	Waterford	3	can	operate	safely	for	another	full cycle	before	the	replacement	of	the	existing	steam	generators.		Entergy	Louisiana	has	formally	reported	its	findings	to	the	NRC.		At	this	time,	a	requirement	to	perform	a	mid-cycle	outage	for	further inspections	in	order	to	allow	the	plant	to	continue	operation	until	its	Fall	2012	refueling	outage	is	not	anticipated.		Entergy	Louisiana	currently	expects	the	cost	of	the	project,	including	carrying	costs,	to be	approximately	$687	million,	assuming	the	replacement	occurs	during	the	Fall	2012	refueling	outage.

See	State	and	Local	Rate	Regulation	and	Fuel-Cost	Recovery	below	for	a	discussion	of	the	renewal	of	Entergy	Louisiana's	formula	rate	plan	for	the	2011	test	year	and	its	provisions addressing	the	Waterford	3	steam	generator	replacement	project.

Entergy	Louisiana's	sources	to	meet	its	capital	requirements	include:

·  bank	financing	under	new	and	existing	facilities.

Entergy	Louisiana	may	refinance,	redeem,	or	otherwise	retire	debt	and	preferred	membership	interests	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	distribution	rates	are	favorable.

All	debt	and	common	and	preferred	membership	interest	issuances	by	Entergy	Louisiana	require	prior	regulatory	approval.		Preferred	membership	interest	and	debt	issuances	are	also	subject	to	issuance tests	set	forth	in	its	bond	indentures	and	other	agreements.		Entergy	Louisiana	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Louisiana's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| ($118,415) | $49,887 | $52,807 | $61,236 |

Entergy	Louisiana	has	a	credit	facility	in	the	amount	of	$200	million	scheduled	to	expire	in	August	2012.		As	of	December	31,	2011,	$50	million	was	outstanding	on	the	credit	facility.

Entergy	Louisiana	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	October	2013,	up	to	the	aggregate	amount,	at	any	one	time	outstanding,	of	$250 million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	Louisiana's	short-term	borrowing	limits.		Entergy	Louisiana	has	also	obtained	an	order	from	the	FERC	authorizing	long- term	securities	issuances	through	July	2013.

# Little	Gypsy	Repowering	Project

In	April	2007,	Entergy	Louisiana	announced	that	it	intended	to	pursue	the	solid	fuel	repowering	of	a	538	MW	unit	at	its	Little	Gypsy	plant.		In	March	2009	the	LPSC	voted	in	favor	of	a	motion directing	Entergy	Louisiana	to	temporarily	suspend	the	repowering	project	and,	based	upon	an	analysis	of	the	project's	economic	viability,	to	make	a	recommendation	regarding	whether	to	proceed	with the	project.		This	action	was	based	upon	a	number	of	factors	including	the	recent	decline	in	natural	gas	prices,	as	well	as	environmental	concerns,	the	unknown	costs	of	carbon	legislation	and	changes	in the	capital/financial	markets.		In	April	2009,	Entergy	Louisiana	complied	with	the	LPSC's	directive	and	recommended	that	the	project	be	suspended	for	an	extended	period	of	time	of	three	years	or more.		In	May	2009	the	LPSC	issued	an	order	declaring	that	Entergy	Louisiana's	decision	to	place	the	Little	Gypsy	project	into	a	longer-term	suspension	of	three	years	or	more	is	in	the	public	interest and	prudent.

In	October	2009,	Entergy	Louisiana	made	a	filing	with	the	LPSC	seeking	permission	to	cancel	the	Little	Gypsy	repowering	project	and	seeking	project	cost	recovery	over	a	five-year	period.		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	was	probable	that	the	Little	Gypsy	repowering	project	would	be	abandoned	and	accordingly	reclassified	$199.8	million	of	project	costs	from	construction	work	in	progress	to a	regulatory	asset.		A	hearing	on	the	issues,	except	for	cost	allocation	among	customer	classes,	was	held	before	the	ALJ	in	November	2010.		In	January	2011	all	parties	participated	in	a	mediation	on	the disputed	issues,	resulting	in	a	settlement	of	all	disputed	issues,	including	cost	recovery	and	cost	allocation.		The	settlement	provides	for	Entergy	Louisiana	to	recover	$200	million	as	of	March	31,	2011, and	carrying	costs	on	that	amount	on	specified	terms	thereafter.		The	settlement	also	provides	for	Entergy	Louisiana	to	recover	the	approved	project	costs	by	securitization.		In	April	2011,	Entergy Louisiana	filed	an	application	with	the	LPSC	to	authorize	the	securitization	of	the	investment	recovery	costs	associated	with	the	project	and	to	issue	a	financing	order	by	which	Entergy	Louisiana	could accomplish	such	securitization.		In	August	2011	the	LPSC	issued	an	order	approving	the	settlement	and	also	issued	a	financing	order	for	the	securitization.		See	Note	5	to	the	financial	statements	for	a discussion	of	the	September	2011	issuance	of	the	securitization	bonds.

In	September	2008,	Hurricane	Gustav	(and,	to	a	much	lesser	extent,	Hurricane	Ike)	caused	catastrophic	damage	to	Entergy	Louisiana's	service	territory.		The	storms	resulted	in	widespread	power outages,	significant	damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.		On	October	9,	2008,	Entergy	Louisiana	drew	all	of	its	$134	million funded	storm	reserve.		On	October	15,	2008,	the	LPSC	approved	Entergy	Louisiana's	request	to	defer	and	accrue	carrying	costs	on	unrecovered	storm	expenditures	during	the	period	the	company	seeks regulatory	recovery.		The	approval	was	without	prejudice	to	the	ultimate	resolution	of	the	total	amount	of	prudently	incurred	storm	costs	or	final	carrying	costs	rate.

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.

The	rates	that	Entergy	Louisiana	charges	for	its	services	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.		Entergy	Louisiana	is	regulated	and	the	rates	charged	to	its customers	are	determined	in	regulatory	proceedings.		A	governmental	agency,	the	LPSC,	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	May	2005	the	LPSC	approved	a	rate	filing	settlement	that	included	the	adoption	of	a	three-year	formula	rate	plan,	the	terms	of	which	included	an	ROE	mid-point	of	10.25%	for	the	initial	three-year term	of	the	plan	and	permit	Entergy	Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.		Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an allowed	regulatory	range	of	9.45%	to	11.05%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Louisiana.		The	initial	formula	rate	plan	filing	was	made	in	May	2006.		As	discussed	below	the formula	rate	plan	has	been	extended,	with	return	on	common	equity	provisions	consistent	with	previously	approved	provisions,	to	cover	the	2008,	2009,	2010,	and	2011	test	years.

In	October	2009	the	LPSC	approved	a	settlement	that	resolved	Entergy	Louisiana's	2006	and	2007	test	year	filings	provided	for	a	new	formula	rate	plan	for	the	2008,	2009,	and	2010	test	years.		10.25% is	the	target	midpoint	return	on	equity	for	the	new	formula	rate	plan,	with	an	earnings	bandwidth	of	+/-	80	basis	points	(9.45%	-	11.05%).		Entergy	Louisiana	was	permitted,	effective	with	the	November 2009	billing	cycle,	to	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	included	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	resulted	in	a	$0.1	million	reduction	in	rates	effective	in	the	May	2010	billing	cycle	and	a	$0.1	million	refund.		In	addition,	Entergy	Louisiana	moved	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	August	2000,	the	LPSC	authorized	its	staff	to	initiate	a	proceeding	to	audit	the	fuel	adjustment	clause	filings	of	Entergy	Louisiana.		The	time	period	that	is	the	subject	of	the	audit	was	January	1,	2000 through	December	31,	2001.		The	scope	of	this	docket	was	expanded	to	include	a	review	of	annual	reports	on	fuel	and	purchased	power	transactions	with	affiliates	and	a	prudence	review	of	transmission planning	issues	and	to	include	the	years	2002	through	2004.		Hearings	were	held	and	in	May	2008	the	ALJ	issued	a	final	recommendation	that	found	in	Entergy	Louisiana's	favor	on	the	issues,	except for	the	disallowance	of	hypothetical	SO 2	allowance	costs	included	in	affiliate	purchases.		The	ALJ	recommended	a	refund	of	the	SO 2	allowance	costs	collected	to	date	and	a	realignment	of	these	costs into	 base	 rates	 prospectively	 with	 an	 amortization	 of	 the	 refunded	 amount	 through	 base	 rates	 over	 a	 five-year	 period.	 	 The	 LPSC	 issued	 an	 order	 in	 December	 2008	 affirming	 the	 ALJ's recommendation.		Entergy	Louisiana	recorded	a	provision	for	the	disallowance,	including	interest,	and	refunded	approximately	$7	million	to	customers	in	2009.

Entergy	Louisiana's	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.	 	In	particular,	cogeneration	is	an	option	available	to	a	portion	of	Entergy Louisiana's	industrial	customer	base.		Entergy	Louisiana	responds	by	working	with	industrial	and	commercial	customers	and	negotiating	electric	service	contracts	to	provide	competitive	rates	that	match specific	customer	needs	and	load	profiles.		Entergy	Louisiana	actively	participates	in	economic	development,	customer	retention,	and	reclamation	activities	to	increase	industrial	and	commercial demand,	from	both	new	and	existing	customers.		Entergy	Louisiana	does	not	currently	expect	additional	significant	losses	to	cogeneration	because	of	the	current	economics	of	the	electricity	markets	and Entergy	Louisiana's	marketing	efforts	in	retaining	industrial	customers.

Entergy	Louisiana	owns	and,	through	an	affiliate,	operates	the	Waterford	3	nuclear	power	plant.		Entergy	Louisiana	is,	therefore,	subject	to	the	risks	related	to	owning	and	operating	a	nuclear plant.		These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from	events	at	other plants,	 limitations	 on	 the	 amounts	 and	 types	 of	 insurance	 commercially	 available	 for	 losses	 in	 connection	 with	 nuclear	 operations,	 and	 technological	 and	 financial	 uncertainties	 related	 to decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.		In	the	event	of	an	unanticipated	early	shutdown	of	Waterford	3,	Entergy Louisiana	may	be	required	to	provide	additional	funds	or	credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

The	nuclear	industry	continues	to	address	susceptibility	to	stress	corrosion	cracking	of	certain	materials	associated	with	components	within	the	reactor	coolant	system.		The	issue	is	applicable	to Waterford	3	and	is	managed	in	accordance	with	standard	industry	practices	and	guidelines.		As	discussed	above	in	more	detail,	Entergy	Louisiana	plans	to	replace	the	Waterford	3	steam	generators,	along with	the	reactor	vessel	closure	head	and	control	element	drive	mechanisms.

Entergy	Louisiana's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and	hazardous and	solid	wastes,	and	other	environmental	matters.		Management	believes	that	Entergy	Louisiana	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

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

|  | Change	in | Impact	on	2011 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $1,989 | $24,591 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $1,143 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $848 | $4,931 |

| Actuarial	Assumption | Change	in<br>Assumption | Impact	on	2011<br>Postretirement	Benefit	Cost | Postretirement	Benefit<br>Obligation |
| :--- | :--- | :--- | :--- |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $984 | $5,801 |
| Discount\trate | (0.25%) | $720 | $6,995 |

Total	qualified	pension	cost	for	Entergy	Louisiana	in	2011	was	$23.6	million.		Entergy	Louisiana	anticipates	2012	qualified	pension	cost	to	be	$37.4	million.		Entergy	Louisiana	contributed $60.6	million	to	its	pension	plans	in	2011	and	anticipates	funding	approximately	$23.8	million	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Louisiana	in	2011	were	$18.2	million,	including	$3.9	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D subsidies.		Entergy	Louisiana	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$22.1	million,	including	$3.6	million	in	savings	due	to	the	estimated	effect	of	future Medicare	Part	D	subsidies.		Entergy	Louisiana	expects	to	contribute	approximately	$10	million	to	its	other	postretirement	plans	in	2012.

# To	the	Board	of	Directors	and	Members	of Entergy	Louisiana,	LLC	and	Subsidiaries

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Louisiana,	LLC	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011	and	2010	and	the	related	consolidated	income statements,	consolidated	statements	of	comprehensive	income,	consolidated	statements	of	cash	flows,	and	consolidated	statements	of	changes	in	equity	(pages	319	through	324	and	applicable	items	in pages	53	through	194)	for	each	of	the	three	years	in	the	period	ended	December	31,	2011.	These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Louisiana,	LLC	and	Subsidiaries	as	of	December	31,	2011	and	2010,	and	the	results	of their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$2,508,915 | \t$2,538,766 | \t$2,183,586 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 596,808 | 667,744 | 428,904 |
| \t\t\tPurchased\tpower | 843,099 | 847,464 | 782,235 |
| \t\t\tNuclear\trefueling\toutage\texpenses | 27,903 | 24,955 | 21,895 |
| \t\t\tOther\toperation\tand\tmaintenance | 470,783 | 432,341 | 401,898 |
| Decommissioning | 24,658 | 22,960 | 21,377 |
| Taxes\tother\tthan\tincome\ttaxes | 69,769 | 68,687 | 66,627 |
| Depreciation\tand\tamortization | 206,986 | 198,133 | 203,791 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 182,800 | (20,192) | (7,561) |
| TOTAL | 2,422,806 | 2,242,092 | 1,919,166 |
| OPERATING\tINCOME | 86,109 | 296,674 | 264,420 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 33,033 | 26,875 | 27,990 |
| Interest\tand\tinvestment\tincome | 87,487 | 80,007 | 75,522 |
| Miscellaneous\t-\tnet | (3,520) | (4,043) | (4,425) |
| TOTAL | 117,000 | 102,839 | 99,087 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 116,803 | 119,484 | 103,671 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (17,406) | (17,952) | (18,059) |
| TOTAL | 99,397 | 101,532 | 85,612 |
| INCOME\tBEFORE\tINCOME\tTAXES | 103,712 | 297,981 | 277,895 |
| Income\ttaxes\t(benefit) | (370,211) | 66,546 | 45,050 |
| NET\tINCOME | 473,923 | 231,435 | 232,845 |
| Preferred\tdistribution\trequirements\tand\tother | 6,950 | 6,950 | 6,950 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tEQUITY | \t$466,973 | \t$224,485 | \t$225,895 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tIncome | \t$473,923 | \t$231,435 | \t$232,845 |
| Other\tcomprehensive\tincome\t(loss) |  |  |  |
| \t\t\tPension\tand\tother\tpostretirement\tliabilities |  |  |  |
| \t\t\t\t\t(net\tof\ttax\tbenefit\tof\t$7,363,\t$1,818,\tand\t$1,692) | (14,545) | 577 | (1,324) |
| \t\t\t\t\t\t\t\t\tOther\tcomprehensive\tincome\t(loss) | (14,545) | 577 | (1,324) |
| Comprehensive\tIncome | \t$459,378 | \t$232,012 | \t$231,521 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$473,923 | \t$231,435 | \t$232,845 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning,\tincluding\tnuclear\tfuel\tamortization | 288,459 | 285,330 | 225,168 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (327,046) | 28,896 | (183,872) |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (50,014) | (6,245) | 193,181 |
| \t\t\t\tFuel\tinventory | (23,916) | - | - |
| \t\t\t\tAccounts\tpayable | 21,489 | 86,103 | (25,074) |
| \t\t\t\tPrepaid\ttaxes\tand\ttaxes\taccrued | 56,348 | (25,993) | 300 |
| \t\t\t\tInterest\taccrued | 4,646 | (2,991) | (5,325) |
| \t\t\t\tDeferred\tfuel\tcosts | 7,308 | 57,594 | (89,930) |
| \t\t\t\tOther\tworking\tcapital\taccounts | 34,824 | (51,771) | (168,238) |
| Changes\tin\tprovisions\tfor\testimated\tlosses | (10,496) | 203,255 | 1,455 |
| Changes\tin\tother\tregulatory\tassets | (95,909) | 150,952 | (84,503) |
| Changes\tin\tpension\tand\tother\tpostretirement\tliabilities | 114,489 | 49,378 | 13,664 |
| Other | (14,763) | (73,609) | (21,792) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 479,342 | 932,334 | 87,879 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (433,876) | (428,373) | (467,519) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 33,033 | 26,875 | 27,990 |
| Insurance\tproceeds | - | 188 | 153 |
| Nuclear\tfuel\tpurchases | (155,932) | (617) | (93,272) |
| Proceeds\tfrom\tthe\tsale\tof\tnuclear\tfuel | 11,570 | - | 93,672 |
| Payment\tfor\tpurchase\tof\tplant | (299,589) | - | - |
| Investment\tin\taffiliates | - | (262,430) | 160 |
| Payments\tto\tstorm\treserve\tescrow\taccount | (277) | (200,166) | - |
| Remittances\tto\ttransition\tcharge\taccount | (5,200) | - | - |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 19,909 | 44,500 | 47,520 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (30,728) | (53,579) | (54,379) |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 49,887 | 2,920 | 8,429 |
| Changes\tin\tother\tinvestments\t-\tnet | - | 9,353 | 995 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (811,203) | (861,329) | (436,251) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 1,170,441 | 498,801 | 395,450 |
| Retirement\tof\tlong-term\tdebt | (785,547) | (567,326) | (6,597) |
| Change\tin\tmoney\tpool\tpayable\t-\tnet | 118,415 | - | - |
| Changes\tin\tcredit\tborrowings\t-\tnet | 71,326 | (24,125) | - |
| Dividends/distributions\tpaid: |  |  |  |
| \t\tCommon\tequity | (358,200) | - | (20,600) |
| \t\tPreferred\tmembership\tinterests | (6,950) | (6,950) | (6,950) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | 209,485 | (99,600) | 361,303 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (122,376) | (28,595) | 12,931 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 123,254 | 151,849 | 138,918 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$878 | \t$123,254 | \t$151,849 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$108,072 | \t$118,676 | \t$105,586 |
| \t\tIncome\ttaxes | \t$(39,555) | \t$28,266 | \t$223,610 |

| Cash | $878 | $708 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | - | 122,546 |
| \t\t\t\tTotal\tcash\tand\tcash\tequivalents | 878 | 123,254 |
| Securitization\trecovery\ttrust\taccount | 5,200 | - |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 102,379 | 85,799 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (1,147) | (1,961) |
| \t\tAssociated\tcompanies | 60,661 | 81,050 |
| \t\tOther | 10,945 | 14,594 |
| \t\tAccrued\tunbilled\trevenues | 78,430 | 71,659 |
| \t\t\t\tTotal\taccounts\treceivable | 251,268 | 251,141 |
| Accumulated\tdeferred\tincome\ttaxes | - | 7,072 |
| Fuel\tinventory | 23,919 | 3 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 140,561 | 138,047 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 24,197 | 11,364 |
| Prepaid\ttaxes | - | 25,010 |
| Prepayments\tand\tother | 13,171 | 10,719 |
| TOTAL | 459,194 | 566,610 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliate\tpreferred\tmembership\tinterests | 807,424 | 807,424 |
| Decommissioning\ttrust\tfunds | 253,968 | 240,535 |
| Storm\treserve\tescrow\taccount | 201,249 | 200,972 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 760 | 946 |
| TOTAL | 1,263,401 | 1,249,877 |
| UTILITY\tPLANT |  |  |
| Electric | 7,859,136 | 7,216,146 |
| Property\tunder\tcapital\tlease | 274,334 | 264,266 |
| Construction\twork\tin\tprogress | 559,437 | 521,172 |
| Nuclear\tfuel | 165,380 | 134,528 |
| TOTAL\tUTILITY\tPLANT | 8,858,287 | 8,136,112 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,606,706 | 3,457,190 |
| UTILITY\tPLANT\t-\tNET | 5,251,581 | 4,678,922 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 175,952 | 235,404 |
| \t\tOther\tregulatory\tassets\t(includes\tsecuritization\tproperty\tof |  |  |
| \t\t$198,445\tas\tof\tDecember\t31,\t2011\tand |  |  |
| \t\t$-\tas\tof\tDecember\t31,\t2010) | 814,472 | 662,746 |
| \t\tDeferred\tfuel\tcosts | 67,998 | 67,998 |
| Other | 31,269 | 26,866 |
| TOTAL | 1,089,691 | 993,014 |
| TOTAL\tASSETS | \t$8,063,867 | \t$7,488,423 |

| Currently	maturing	long-term	debt | $75,309 | $35,550 |
| :--- | :--- | :--- |
| Short-term\tborrowings | 44,392 | 23,066 |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 218,001 | 148,528 |
| \t\tOther | 130,295 | 140,564 |
| Customer\tdeposits | 86,099 | 84,437 |
| Accumulated\tdeferred\tincome\ttaxes | 4,690 | - |
| Taxes\taccrued | 31,338 | - |
| Interest\taccrued | 36,535 | 31,889 |
| Deferred\tfuel\tcosts | 66,535 | 59,227 |
| Pension\tand\tother\tpostretirement\tliabilities | 9,161 | 8,632 |
| System\tagreement\tcost\tequalization | 36,800 | - |
| Gas\thedge\tcontracts | 12,397 | 380 |
| Other | 19,278 | 17,134 |
| TOTAL | 770,830 | 549,407 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,098,690 | 1,896,685 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 73,283 | 76,453 |
| Other\tregulatory\tliabilities | 295,542 | 88,899 |
| Decommissioning | 345,834 | 321,176 |
| Accumulated\tprovisions | 213,060 | 223,556 |
| Pension\tand\tother\tpostretirement\tliabilities | 459,685 | 345,725 |
| Long-term\tdebt\t(includes\tsecuritization\tbonds\tof |  |  |
| \t\t$207,123\tas\tof\tDecember\t31,\t2011\tand |  |  |
| \t\t$-\tas\tof\tDecember\t31,\t2010) | 2,177,003 | 1,771,566 |
| Other | 65,011 | 78,085 |
| TOTAL | 4,728,108 | 4,802,145 |
| Commitments\tand\tContingencies |  |  |
| EQUITY |  |  |
| Preferred\tmembership\tinterests\twithout\tsinking\tfund | 100,000 | 100,000 |
| Member's\tequity | 2,504,436 | 2,061,833 |
| Accumulated\tother\tcomprehensive\tloss | (39,507) | (24,962) |
| TOTAL | 2,564,929 | 2,136,871 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$8,063,867 | \t$7,488,423 |

|  |  |  | Accumulated |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Preferred |  | Other |  |
|  | Membership |  | Comprehensive |  |
|  | Interests | Member's\tEquity | Income\t(Loss) | Total |
|  | (In\tThousands) |  |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$100,000 | \t$1,632,053 | \t$(24,215) | \t$1,707,838 |
| Net\tincome | - | 232,845 | - | 232,845 |
| Other\tcomprehensive\tloss | - | - | (1,324) | (1,324) |
| Dividends/distributions\tdeclared\ton\tcommon\tequity | - | (20,600) | - | (20,600) |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (6,950) | - | (6,950) |
| Balance\tat\tDecember\t31,\t2009 | \t$100,000 | \t$1,837,348 | \t$(25,539) | \t$1,911,809 |
| Net\tincome | - | 231,435 | - | 231,435 |
| Other\tcomprehensive\tincome | - | - | 577 | 577 |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (6,950) | - | (6,950) |
| Balance\tat\tDecember\t31,\t2010 | \t$100,000 | \t$2,061,833 | \t$(24,962) | \t$2,136,871 |
| Net\tincome | - | 473,923 | - | 473,923 |
| Additional\tcontribution\tfrom\tparent | - | 333,830 | - | 333,830 |
| Other\tcomprehensive\tloss | - | - | (14,545) | (14,545) |
| Dividends/distributions\tdeclared\ton\tcommon\tequity | - | (358,200) | - | (358,200) |
| Dividends/distributions\tdeclared\ton\tpreferred\tmembership\tinterests | - | (6,950) | - | (6,950) |
| Balance\tat\tDecember\t31,\t2011 | \t$100,000 | \t$2,504,436 | \t$(39,507) | \t$2,564,929 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | \t$2,508,915 | \t$2,538,766 | \t$2,183,586 | \t$3,051,294 | \t$2,737,552 |
| Net\tIncome | \t$473,923 | \t$231,435 | \t$232,845 | \t$157,543 | \t$143,337 |
| Total\tassets | \t$8,063,867 | \t$7,488,423 | \t$6,861,903 | \t$6,685,168 | \t$5,723,121 |
| Long-term\tobligations\t(1) | \t$2,177,003 | \t$1,771,566 | \t$1,622,709 | \t$1,423,316 | \t$1,149,478 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$830 | \t$840 | \t$669 | \t$967 | \t$854 |
| \t\tCommercial | 549 | 543 | 456 | 660 | 578 |
| \t\tIndustrial | 867 | 817 | 664 | 1,062 | 872 |
| \t\tGovernmental | 42 | 42 | 36 | 51 | 43 |
| \t\t\t\t\tTotal\tretail | \t$2,288 | \t$2,242 | \t$1,825 | 2,740 | 2,347 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 137 | 220 | 252 | 249 | 310 |
| \t\t\t\t\tNon-associated\tcompanies | 8 | 5 | 5 | 12 | 8 |
| \t\tOther | 76 | 72 | 102 | 50 | 73 |
| \t\t\t\t\tTotal | \t$2,509 | \t$2,539 | \t$2,184 | \t$3,051 | \t$2,738 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 9,303 | 9,533 | 8,684 | 8,487 | 8,646 |
| \t\tCommercial | 6,155 | 6,164 | 5,867 | 5,784 | 5,848 |
| \t\tIndustrial | 15,813 | 14,473 | 13,386 | 13,162 | 13,209 |
| \t\tGovernmental | 473 | 479 | 459 | 459 | 446 |
| Total\tretail\t(2) | 31,744 | 30,649 | 28,396 | 27,892 | 28,149 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 2,145 | 2,860 | 1,513 | 2,028 | 2,299 |
| \t\t\t\t\tNon-associated\tcompanies | 185 | 101 | 109 | 205 | 112 |
| Total | 34,074 | 33,610 | 30,018 | 30,125 | 30,560 |

(2)	2006	billed	electric	energy	sales	includes	96	GWh	of	billings	related	to	2005	deliveries	that	were	billed	in	2006

because	of	billing	delays	following	Hurricane	Katrina,	which	results	in	an	increase	of	402	GWh	in	2006,	or	1.5%,	and

# ENTERGY	MISSISSIPPI,	INC.

Net	income	increased	$23.4	million	primarily	due	to	a	lower	effective	income	tax	rate.

Net	income	increased	$6.0	million	primarily	due	to	higher	net	revenue	and	higher	other	income,	partially	offset	by	higher	taxes	other	than	income	taxes,	higher	depreciation	and	amortization	expenses, and	higher	interest	expense.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $555.3 |
| Volume/weather | (4.5) |
| Transmission\tequalization | 4.5 |
| Other | (0.4) |
| 2011\tnet\trevenue | $554.9 |

The	volume/weather	variance	is	primarily	due	to	a	decrease	of	97	GWh	in	weather-adjusted	usage	in	the	residential	and	commercial	sectors	and	a	decrease	in	sales	volume	in	the	unbilled	sales	period.

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

Gross	operating	revenues	increased	primarily	due	to	an	increase	of	$57.5	million	in	gross	wholesale	revenues	due	to	an	increase	in	sales	to	affiliated	customers,	partially	offset	by	a	decrease	of	$26.9 million	in	power	management	rider	revenue.

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

The	volume/weather	variance	is	primarily	due	to	an	increase	of	1,046	GWh,	or	8%,	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	$22	million	in	power	management	rider	revenue	as	the	result	of	higher	rates,	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	$23.5	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	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.

·  a	$5.4	million	decrease	in	compensation	and	benefits	costs	primarily	resulting	from	an	increase	in	the	accrual	for	incentive-based	compensation	in	2010	and	a	decrease	in	stock	option	expense; and

·  the	sale	of	$4.9	million	of	surplus	oil	inventory.

The	decrease	was	partially	offset	by	an	increase	of	$3.9	million	in	legal	expenses	due	to	the	deferral	in	2010	of	certain	litigation	expenses	in	accordance	with	regulatory	treatment.

Taxes	other	than	income	taxes	increased	primarily	due	to	an	increase	in	ad	valorem	taxes	due	to	a	higher	2011	assessment	as	compared	to	2010,	partially	offset	by	higher	capitalized	property taxes	as	compared	with	prior	year.

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

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

Taxes	other	than	income	taxes	increased	primarily	due	to	an	increase	in	ad	valorem	taxes	as	a	result	of	higher	millage	rates	and	a	higher	2010	assessment	as	compared	to	2009	and	an	increase	in	local franchise	taxes	as	a	result	of	higher	revenues	primarily	in	the	residential	and	commercial	sectors.

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,	including	the	new	nuclear	development project	that	is	discussed	below.

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

The	effective	income	tax	rates	for	2011,	2010,	and	2009	were	20.9%,	37.0%,	and	35.3%,	respectively.		The	decline	in	the	rate	for	2011	is	primarily	due	to	an	intercompany	settle	up	for	federal	income taxes	for	years	prior	to	2008	which	include	an	allocation	of	the	tax	benefit	of	Entergy	Corporation's	expenses	to	the	subsidiaries	generating	taxable	income	for	the	respective	years.		Entergy	Mississippi received	benefits	for	the	effects	of	various	tax	positions	settled	with	the	IRS	pertaining	to	the	2006/2007	audit.		See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of 35.0%	to	the	effective	income	tax	rates.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $1,216 | $91,451 | $1,082 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 99,596 | 120,107 | 222,018 |
| Investing\tactivities | (151,830) | (174,096) | (159,473) |
| Financing\tactivities | 51,034 | (36,246) | 27,824 |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (1,200) | (90,235) | 90,369 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $16 | $1,216 | $91,451 |

Cash	flow	provided	by	operating	activities	decreased	$20.5	million	in	2011	primarily	due	to	the	purchase	of	$42.6	million	of	fuel	oil	inventory	from	System	Fuels	because	System	Fuels	will	no	longer procure	fuel	oil	for	the	Utility	companies.		The	decrease	was	partially	offset	by	an	increase	in	the	recovery	of	fuel	costs.

Cash	flow	provided	by	operating	activities	decreased	$101.9	million	in	2010	primarily	due	to	decreased	recovery	of	fuel	costs	primarily	as	a	result	of	prior	period	over-collections	and	an	increase	of $27.7	million	in	pension	contributions,	offset	by	a	decrease	of	$7.1	million	in	income	tax	payments.		See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Mississippi's	fuel	and	purchased power	cost	recovery	mechanism.		See	"Critical	Accounting	Estimates"	below	for	further	discussion	of	qualified	pension	and	other	postretirement	benefits	funding.		In	2010,	Entergy	Mississippi received	federal	tax	cash	refunds	and	made	state	tax	cash	payments	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	federal refunds	resulted	from	the	2009	tax	return	filed	in	2010	and	the	associated	true	up	adjustment	which	relates	primarily	to	the	acceleration	of	deductions	for	plant-related	expenditures.		The	state	payments result	from	the	allocation	of	the	combined	Mississippi	tax	reflected	on	the	2009	tax	return	filed	in	2010	and	for	amended	Mississippi	returns	for	2006-2008	filed	in	2010.

Cash	flow	used	in	investing	activities	decreased	$22.3	million	in	2011	primarily	due	to	a	decrease	in	construction	expenditures	because	of	a	$49	million	payment	in	2010	to	a	System	Energy	subsidiary for	costs	associated	with	the	development	of	new	nuclear	generation	at	Grand	Gulf	and	the	repayment	by	System	Fuels	of	Entergy	Mississippi's	$5.5	million	investment	in	System	Fuels.		The	decrease was	offset	by	money	pool	activity.

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	in	2010.		Entergy Mississippi	did	not	have	a	receivable	from	the	money	pool	in	2011.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries'	need	for	external	short-term borrowings.

Cash	flow	used	in	investing	activities	increased	$14.6	million	in	2010	primarily	due	to	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,	and	increased	transmission	construction	expenditures	resulting	from	additional	transmission	reliability work	in	2010,	offset	by	money	pool	activity.

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	in	2010	compared	to increasing	by	$31.4	million	in	2009.

Entergy	Mississippi's	financing	activities	provided	$51.0	million	of	cash	in	2011	compared	to	using	$36.2	million	of	cash	in	2010	primarily	due	to:

·  the	issuance	of	$275	million	of	first	mortgage	bonds	in	2011	compared	to	the	issuance	of	$80	million	of	first	mortgage	bonds	in	2010;	and ·  a	decrease	of	$40.1	million	in	common	stock	dividends.

The	cash	provided	was	partially	offset	by	the	redemption	of	$180	million	of	first	mortgage	bonds	in	2011	compared	to	the	redemption	of	$100	million	of	first	mortgage	bonds	in	2010	and	money	pool activity.

Decreases	in	Entergy	Mississippi's	payable	to	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Mississippi's	payable	to	the	money	pool	decreased	by	$31.3	million	in	2011	compared	to	increasing	by $33.3	million	in	2010.

Entergy	Mississippi's	financing	activities	used	$36.2	million	of	cash	in	2010	compared	to	providing	$27.8	million	of	cash	in	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	$80	million	of	6.20%	Series	first	mortgage	bonds	in	April	2010;	offset	by

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	$33.3	million	in	2010	compared	to decreasing	by	$66	million	in	2009.

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

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 51.2% | 51.9% |
| Effect\tof\tsubtracting\tcash | 0.0% | 0.0% |
| Net\tdebt\tto\tnet\tcapital | 51.2% | 51.9% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.		Debt	consists	of	capital	lease	obligations	and	long-term	debt,	including	the	currently	maturing	portion.		Capital	consists	of	debt	and	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.

Entergy	Mississippi	requires	capital	resources	for:

·  working	capital	purposes,	including	the	financing	of	fuel	and	purchased	power	costs;	and ·  dividend	and	interest	payments.

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

|  | 2012 | 2013-2014 | 2015-2016 | After	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $233 | $31 | N/A | N/A | $264 |
| \t\tTransmission | 74 | 125 | N/A | N/A | 199 |
| \t\tDistribution | 72 | 159 | N/A | N/A | 231 |
| \t\tOther | 7 | 13 | N/A | N/A | 20 |
| \t\tTotal | $386 | $328 | N/A | N/A | $714 |
| Long-term\tdebt\t(2) | $51 | $192 | $214 | $1,343 | $1,800 |
| Capital\tlease\tpayments | $3 | $5 | $3 | $2 | $13 |
| Operating\tleases | $6 | $10 | $5 | $6 | $27 |
| Purchase\tobligations\t(3) | $221 | $404 | $400 | $1,570 | $2,595 |

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations to	purchase	goods	or	services.		For	Entergy	Mississippi,	almost	all	of	the	total	consists	of	unconditional	fuel	and purchased	power	obligations,	including	its	obligations	under	the	Unit	Power	Sales	Agreement,	which	is	discussed in	Note	8	to	the	financial	statements.

In	addition	to	the	contractual	obligations	given	above,	Entergy	Mississippi	currently	expects	to	contribute	approximately	$8.4	million	to	its	pension	plans	and	approximately	$5.5	million	to other	postretirement	plans	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

The	planned	capital	investment	estimate	for	Entergy	Mississippi	reflects	capital	required	to	support	existing	business	and	customer	growth.		Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to transform	its	generation	portfolio	with	new	or	repowered	generation	resources.		Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing sources,	could	result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.		The	estimated	capital	expenditures	are	subject	to	periodic	review	and	modification	and	may	vary	based	on the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends,	changes	in	project	plans,	and	the	ability	to	access	capital.		Management	provides	more information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	to	the	financial	statements.

As	a	wholly-owned	subsidiary,	Entergy	Mississippi	dividends	its	earnings	to	Entergy	Corporation	at	a	percentage	determined	monthly.		Entergy	Mississippi's	long-term	debt	indentures	restrict	the amount	of	retained	earnings	available	for	the	payment	of	cash	dividends	or	other	distributions	on	its	common	and	preferred	stock.		As	of	December	31,	2011,	Entergy	Mississippi	had	restricted	retained earnings	unavailable	for	distribution	to	Entergy	Corporation	of	$68.5	million.

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.		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.		In	October	2011,	Entergy	Mississippi	and	the	Mississippi	Public	Utilities	Staff	filed	with	the	MPSC	a	joint	stipulation.		The stipulation	states	that	there	should	be	a	deferral	of	the	$57	million	of	costs	incurred	through	September	2011	in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related

generation	resource	development	activities	for	new	nuclear	generation	at	Grand	Gulf.		The	costs	shall	be	treated	as	a	regulatory	asset	until	the	proceeding	is	resolved.		The	Mississippi	Public	Utilities Staff	and	Entergy	Mississippi	also	agree	that	the	MPSC	should	conduct	a	hearing	during	2012	to	consider	the	relief	requested	by	Entergy	Mississippi	in	its	application,	including	evidence	regarding whether	costs	incurred	in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related	generation	resource	development	activities	for	new	nuclear	generation	at	Grand	Gulf	were	prudently incurred	and	are	otherwise	allowable.		The	Mississippi	Public	Utilities	Staff	and	Entergy	Mississippi	further	agree	that	such	prudently	incurred	costs	shall	be	recoverable	in	a	manner	to	be	determined	by the	MPSC.		In	the	Stipulation,	the	Mississippi	Public	Utilities	Staff	and	Entergy	Mississippi	agree	that	the	development	of	a	nuclear	unit	project	option	is	consistent	with	the	Mississippi	Baseload	Act. The	Mississippi	Public	Utilities	Staff	and	Entergy	Mississippi	further	agree	that	the	deferral	of	costs	incurred	in	connection	with	planning,	evaluation,	monitoring,	and	other	and	related	generation resource	development	activities	for	new	nuclear	generation	at	Grand	Gulf	also	is	consistent	with	the	Mississippi	Baseload	Act.		Entergy	Mississippi	will	not	accrue	carrying	charges	or	continue	to	accrue AFUDC	on	the	costs,	pending	the	outcome	of	the	proceeding.		The	MPSC	approved	the	stipulation	in	November	2011.

Entergy	Mississippi's	sources	to	meet	its	capital	requirements	include:

Entergy	Mississippi	may	refinance,	redeem,	or	otherwise	retire	debt	and	preferred	stock	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Mississippi	require	prior	regulatory	approval.		Preferred	stock	and	debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	its	corporate charter,	bond	indenture,	and	other	agreements.		Entergy	Mississippi	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

In	May	2011,	Entergy	Mississippi	renewed	its	three	separate	credit	facilities	through	May	2012	in	the	aggregate	amount	of	$70	million.		No	borrowings	were	outstanding	under	the	credit	facilities	as	of December	31,	2011.

Entergy	Mississippi's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| ($1,999) | ($33,255) | $31,435 | ($66,044) |

Entergy	Mississippi	has	 obtained	 short-term	 borrowing	 authorization	 from	 the	 FERC	 under	 which	 it	 may	 borrow	 through	 October	 2013,	 up	 to	 the	 aggregate	 amount,	 at	 any	 one	 time outstanding,	of	$175	million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	Mississippi's	short-term	borrowing	limits.		Entergy	Mississippi	has	also	obtained	an	order	from	the FERC	authorizing	long-term	securities	issuances	through	July	2013.

The	rates	that	Entergy	Mississippi	charges	for	electricity	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.		Entergy	Mississippi	is	regulated	and	the	rates	charged	to	its customers	are	determined	in	regulatory	proceedings.		A	governmental	agency,	the	MPSC,	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	March	2009,	Entergy	Mississippi	made	with	the	MPSC	its	annual	scheduled	formula	rate	plan	filing	for	the	2008	test	year.		The	filing	reported	a	$27.0	million	revenue	deficiency	and	an	earned	return on	common	equity	of	7.41%.		Entergy	Mississippi	requested	a	$14.5	million	increase	in	annual	electric	revenues,	which	is	the	maximum	increase	allowed	under	the	terms	of	the	formula	rate	plan.		The MPSC	issued	an	order	on	June	30,	2009,	finding	that	Entergy	Mississippi's	earned	return	was	sufficiently	below	the	lower	bandwidth	limit	set	by	the	formula	rate	plan	to	require	a	$14.5	million	increase in	annual	revenues,	effective	for	bills	rendered	on	or	after	June	30,	2009.

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

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

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

|  | Change	in | Impact	on	2011 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $829 | $10,541 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $593 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $346 | $1,929 |

| Actuarial	Assumption | Change	in<br>Assumption | Impact	on	2011<br>Postretirement	Benefit	Cost | Postretirement	Benefit<br>Obligation |
| :--- | :--- | :--- | :--- |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $447 | $2,776 |
| Discount\trate | (0.25%) | $318 | $3,342 |

Total	qualified	pension	cost	for	Entergy	Mississippi	in	2011	was	$7.7	million.		Entergy	Mississippi	anticipates	2012	qualified	pension	cost	to	be	$12.3	million.		Entergy	Mississippi	contributed $29.2	million	to	its	qualified	pension	plans	in	2011	and	anticipates	that	it	will	contribute	approximately	$8.4	million	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Mississippi	in	2011	were	$5.5	million,	including	$2	million	in	savings	due	to	the	estimated	effect	of	future	Medicare Part	D	subsidies.		Entergy	Mississippi	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$6.4	million,	including	$1.8	million	in	savings	due	to	the	estimated	effect	of future	Medicare	Part	D	subsidies.		Entergy	Mississippi	expects	to	contribute	approximately	$5.5	million	to	its	other	postretirement	plans	in	2012.

# Jackson,	Mississippi

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Mississippi,	Inc.	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	income	statements,	statements	of	cash	flows,	and statements	of	changes	in	common	equity	(pages	338	through	342	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three	years	in	the	period	ended	December	31,	2011.	These	financial statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Mississippi,	Inc.	as	of	December	31,	2011	and	2010,	and	the	results	of	its	operations	and its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$1,266,470 | \t$1,232,922 | \t$1,180,107 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 363,025 | 277,806 | 340,804 |
| \t\t\tPurchased\tpower | 339,061 | 383,769 | 359,664 |
| \t\t\tOther\toperation\tand\tmaintenance | 210,657 | 217,354 | 217,452 |
| Taxes\tother\tthan\tincome\ttaxes | 69,759 | 66,841 | 63,381 |
| Depreciation\tand\tamortization | 93,119 | 89,875 | 86,872 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 9,460 | 16,001 | (57,056) |
| TOTAL | 1,085,081 | 1,051,646 | 1,011,117 |
| OPERATING\tINCOME | 181,389 | 181,276 | 168,990 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 7,755 | 6,655 | 2,964 |
| Interest\tand\tinvestment\tincome | 249 | 416 | 863 |
| Miscellaneous\t-\tnet | (3,904) | (804) | (564) |
| TOTAL | 4,100 | 6,267 | 3,263 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 52,273 | 55,774 | 51,282 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (4,314) | (3,719) | (1,791) |
| TOTAL | 47,959 | 52,055 | 49,491 |
| INCOME\tBEFORE\tINCOME\tTAXES | 137,530 | 135,488 | 122,762 |
| Income\ttaxes | 28,801 | 50,111 | 43,395 |
| NET\tINCOME | 108,729 | 85,377 | 79,367 |
| Preferred\tdividend\trequirements\tand\tother | 2,828 | 2,828 | 2,828 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | \t$105,901 | \t$82,549 | \t$76,539 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$108,729 | \t$85,377 | \t$79,367 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation\tand\tamortization | 93,119 | 89,875 | 86,872 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (3,443) | 48,744 | 15,923 |
| \t\tChanges\tin\tassets\tand\tliabilities: |  |  |  |
| \t\t\t\tReceivables | 5,488 | (42,790) | 41,247 |
| \t\t\t\tFuel\tinventory | (35,621) | (1,003) | 3,413 |
| \t\t\t\tAccounts\tpayable | (7,059) | 1,906 | 3,511 |
| \t\t\t\tTaxes\taccrued | 13,535 | (12,817) | 1,779 |
| \t\t\t\tInterest\taccrued | 456 | 1,915 | 2,066 |
| \t\t\t\tDeferred\tfuel\tcosts | 18,998 | (76,064) | 77,932 |
| \t\t\t\tOther\tworking\tcapital\taccounts | (27,480) | 46,101 | (37,373) |
| \t\t\t\tProvisions\tfor\testimated\tlosses | (1,177) | (1,937) | 4,446 |
| \t\t\t\tOther\tregulatory\tassets | (83,399) | (5,780) | (43,807) |
| \t\t\t\tPension\tand\tother\tpostretirement\tliabilities | 39,183 | (6,525) | (6,786) |
| \t\t\t\tOther\tassets\tand\tliabilities | (21,733) | (6,895) | (6,572) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 99,596 | 120,107 | 222,018 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (165,998) | (223,787) | (130,907) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 7,755 | 6,655 | 2,964 |
| Proceeds\tfrom\tsale\tof\tassets | 868 | 3,951 | - |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | - | 31,435 | (31,435) |
| Changes\tin\tother\tinvestments\t-\tnet | 18 | 7,615 | - |
| Payment\tto\tstorm\treserve\tescrow\taccount | - | - | (175) |
| Investments\tin\taffiliates | 5,527 | - | - |
| Other | - | 35 | 80 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (151,830) | (174,096) | (159,473) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 268,418 | 76,727 | 147,996 |
| Retirement\tof\tlong-term\tdebt | (180,000) | (100,000) | - |
| Change\tin\tmoney\tpool\tpayable\t-\tnet | (31,256) | 33,255 | (66,044) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (3,300) | (43,400) | (51,300) |
| \t\tPreferred\tstock | (2,828) | (2,828) | (2,828) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | 51,034 | (36,246) | 27,824 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (1,200) | (90,235) | 90,369 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 1,216 | 91,451 | 1,082 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$16 | \t$1,216 | \t$91,451 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$49,192 | \t$51,250 | \t$47,007 |
| \t\tIncome\ttaxes | \t$22,094 | \t$16,401 | \t$23,478 |

| Cash | $7 | $1,207 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 9 | 9 |
| \t\t\t\tTotal\tcash\tand\tcash\tequivalents | 16 | 1,216 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 51,026 | 58,204 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (756) | (985) |
| \t\tAssociated\tcompanies | 51,329 | 52,946 |
| \t\tOther | 13,924 | 7,500 |
| \t\tAccrued\tunbilled\trevenues | 38,368 | 41,714 |
| \t\t\t\tTotal\taccounts\treceivable | 153,891 | 159,379 |
| Deferred\tfuel\tcosts | - | 3,157 |
| Accumulated\tdeferred\tincome\ttaxes | 11,694 | 19,308 |
| Fuel\tinventory\t-\tat\taverage\tcost | 42,499 | 6,878 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 35,716 | 34,499 |
| Prepayments\tand\tother | 4,666 | 4,902 |
| TOTAL | 248,482 | 229,339 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 4,725 | 4,753 |
| Storm\treserve\tescrow\taccount | 31,844 | 31,862 |
| TOTAL | 36,569 | 36,615 |
| UTILITY\tPLANT |  |  |
| Electric | 3,274,031 | 3,174,148 |
| Property\tunder\tcapital\tlease | 10,721 | 13,197 |
| Construction\twork\tin\tprogress | 105,083 | 147,169 |
| TOTAL\tUTILITY\tPLANT | 3,389,835 | 3,334,514 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 1,210,092 | 1,166,463 |
| UTILITY\tPLANT\t-\tNET | 2,179,743 | 2,168,051 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 65,196 | 63,533 |
| \t\tOther\tregulatory\tassets | 393,387 | 253,231 |
| Other | 20,017 | 22,009 |
| TOTAL | 478,600 | 338,773 |
| TOTAL\tASSETS | \t$2,943,394 | \t$2,772,778 |

| Currently	maturing	long-term	debt | $- | $80,000 |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 46,311 | 75,128 |
| \t\tOther | 41,489 | 53,417 |
| Customer\tdeposits | 68,610 | 65,873 |
| Taxes\taccrued | 45,536 | 32,001 |
| Interest\taccrued | 21,550 | 21,094 |
| Deferred\tfuel\tcosts | 15,841 | - |
| System\tagreement\tcost\tequalization | - | 36,650 |
| Other | 17,474 | 9,895 |
| TOTAL | 256,811 | 374,058 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 672,129 | 680,467 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 6,372 | 6,541 |
| Obligations\tunder\tcapital\tlease | 8,112 | 10,747 |
| Other\tregulatory\tliabilities | - | 262 |
| Asset\tretirement\tcost\tliabilities | 5,697 | 5,375 |
| Accumulated\tprovisions | 38,289 | 39,466 |
| Pension\tand\tother\tpostretirement\tliabilities | 144,088 | 104,912 |
| Long-term\tdebt | 920,439 | 745,378 |
| Other | 5,370 | 22,086 |
| TOTAL | 1,800,496 | 1,615,234 |
| Commitments\tand\tContingencies |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 50,381 | 50,381 |
| COMMON\tEQUITY |  |  |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t12,000,000 |  |  |
| \tshares;\tissued\tand\toutstanding\t8,666,357\tshares\tin\t2011\tand\t2010 | 199,326 | 199,326 |
| Capital\tstock\texpense\tand\tother | (690) | (690) |
| Retained\tearnings | 637,070 | 534,469 |
| TOTAL | 835,706 | 733,105 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$2,943,394 | \t$2,772,778 |

# STATEMENTS	OF	CHANGES	IN	COMMON	EQUITY

|  |  | Capital	Stock |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Common\tStock | Expense\tand\tOther | Retained\tEarnings | Total |
|  |  | (In\tThousands) |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$199,326 | \t$(690) | \t$470,081 | \t$668,717 |
| Net\tincome | - | - | 79,367 | 79,367 |
| Common\tstock\tdividends | - | - | (51,300) | (51,300) |
| Preferred\tstock\tdividends | - | - | (2,828) | (2,828) |
| Balance\tat\tDecember\t31,\t2009 | \t$199,326 | \t$(690) | \t$495,320 | \t$693,956 |
| Net\tincome | - | - | 85,377 | 85,377 |
| Common\tstock\tdividends | - | - | (43,400) | (43,400) |
| Preferred\tstock\tdividends | - | - | (2,828) | (2,828) |
| Balance\tat\tDecember\t31,\t2010 | \t$199,326 | \t$(690) | \t$534,469 | \t$733,105 |
| Net\tincome | - | - | 108,729 | 108,729 |
| Common\tstock\tdividends | - | - | (3,300) | (3,300) |
| Preferred\tstock\tdividends | - | - | (2,828) | (2,828) |
| Balance\tat\tDecember\t31,\t2011 | \t$199,326 | \t$(690) | \t$637,070 | \t$835,706 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | \t$1,266,470 | \t$1,232,922 | \t$1,180,107 | \t$1,464,699 | \t$1,374,011 |
| Net\tIncome | \t$108,729 | \t$85,377 | \t$79,367 | \t$61,264 | \t$72,853 |
| Total\tassets | \t$2,943,394 | \t$2,772,778 | \t$2,689,933 | \t$2,533,746 | \t$2,389,355 |
| Long-term\tobligations\t(1) | \t$978,932 | \t$806,506 | \t$900,634 | \t$752,129 | \t$753,453 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$490 | \t$509 | \t$467 | \t$556 | \t$500 |
| \t\tCommercial | 401 | 406 | 395 | 482 | 428 |
| \t\tIndustrial | 146 | 145 | 147 | 199 | 185 |
| \t\tGovernmental | 37 | 38 | 37 | 44 | 40 |
| \t\t\t\t\tTotal\tretail | 1,074 | 1,098 | 1,046 | 1,281 | 1,153 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 104 | 55 | 52 | 96 | 140 |
| \t\t\t\t\tNon-associated\tcompanies | 27 | 33 | 28 | 36 | 33 |
| \t\tOther | 61 | 47 | 54 | 52 | 48 |
| \t\t\t\t\tTotal | \t$1,266 | \t$1,233 | \t$1,180 | \t$1,465 | \t$1,374 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 5,848 | 6,077 | 5,358 | 5,354 | 5,474 |
| \t\tCommercial | 4,985 | 5,000 | 4,756 | 4,841 | 4,872 |
| \t\tIndustrial | 2,326 | 2,250 | 2,178 | 2,565 | 2,771 |
| \t\tGovernmental | 415 | 416 | 405 | 411 | 421 |
| \t\t\t\t\tTotal\tretail | 13,574 | 13,743 | 12,697 | 13,171 | 13,538 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 431 | 268 | 198 | 534 | 1,025 |
| \t\t\t\t\tNon-associated\tcompanies | 332 | 402 | 330 | 401 | 468 |
| \t\t\t\t\tTotal | 14,337 | 14,413 | 13,225 | 14,106 | 15,031 |

# ENTERGY	NEW	ORLEANS,	INC.

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

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

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $272.9 |
| Retail\telectric\tprice | (16.9) |
| Net\tgas\trevenue | (9.1) |
| Gas\tcost\trecovery\tasset | (3.0) |
| Volume/weather | 5.4 |
| Other | (2.3) |
| 2011\tnet\trevenue | $247.0 |

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

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

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

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

# Gross	operating	revenues

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

·  a	decrease	of	$15.4	million	in	gross	gas	revenues	primarily	due	to	lower	fuel	cost	recovery	revenues	as	a		result	of	lower	fuel	rates	and	the	effect	of	milder	weather;	and ·  formula	rate	plan	decreases	effective	October	2010	and	October	2011,	as	discussed	above.

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

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $243.0 |
| Volume/weather | 17.0 |
| Net\tgas\trevenue | 14.2 |
| Effect\tof\t2009\trate\tcase\tsettlement | (6.6) |
| Other | 5.3 |
| 2010\tnet\trevenue | $272.9 |

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

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

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

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

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

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

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

·  an	increase	of	$2.2	million	in	distribution	expenses	primarily	due	to	increases	in	vegetation	maintenance,	overhead	and	underground	inspections,	and	substation	maintenance	and	repairs;	and ·  an	increase	of	$1.9	million	in	compensation	and	benefits	costs,	resulting	from	decreasing	discount	rates,	the	amortization	of	benefit	trust	asset	losses,	and	an	increase	in	the	accrual	for	incentive- based	compensation.		See	Note	11	to	the	financial	statements	for	further	discussion	of	benefits	costs.

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

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

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

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

# Hurricane	Katrina

In	August	2005,	Hurricane	Katrina	caused	catastrophic	damage	to	Entergy	New	Orleans's	service	territory.	Entergy	pursued	a	broad	range	of	initiatives	to	recover	storm	restoration	and	business continuity	costs,	including	obtaining	assistance	through	federal	legislation	for	damage	caused	by	Hurricane	Katrina.

# Community	Development	Block	Grant	(CDBG)

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

# Gas	System	Rebuild

In	addition	to	the	Hurricane	Katrina	storm	restoration	costs	that	Entergy	New	Orleans	incurred,	Entergy	New	Orleans	expects	that	over	a	longer	term	rebuilding	of	the	gas	system	in	New Orleans	will	be	necessary	due	to	the	massive	salt	water	intrusion	into	the	system	caused	by	the	flooding	in	New	Orleans.		The	salt	water	intrusion	is	expected	to	shorten	the	life	of	the	gas	system,	making it	necessary	to	rebuild	portions	of	that	system	over	time,	earlier

than	otherwise	would	be	expected,	with	the	project	extending	many	years	into	the	future.		Entergy	New	Orleans	received	insurance	proceeds	for	a	portion	of	the	estimated	future	construction expenditures	associated	with	rebuilding	its	gas	system,	and	the	October	2006	City	Council	resolution	approving	the	settlement	of	Entergy	New	Orleans's	rate	and	storm-cost	recovery	filings	requires Entergy	New	Orleans	to	record	those	proceeds	in	a	designated	sub-account	of	other	deferred	credits	until	the	proceeds	are	spent	on	the	rebuild	project.		This	other	deferred	credit	is	shown	as	"Gas	system rebuild	insurance	proceeds"	on	Entergy	New	Orleans's	balance	sheet.

# Bankruptcy	Proceedings

As	a	result	of	the	effects	of	Hurricane	Katrina	and	the	effect	of	extensive	flooding	that	resulted	from	levee	breaks	in	and	around	the	New	Orleans	area,	on	September	23,	2005,	Entergy	New	Orleans	filed a	voluntary	petition	in	bankruptcy	court	seeking	reorganization	relief	under	Chapter	11	of	the	U.S.	Bankruptcy	Code.		On	May	7,	2007,	the	bankruptcy	judge	entered	an	order	confirming	Entergy	New Orleans's	plan	of	reorganization.		With	the	receipt	of	CDBG	funds,	and	the	agreement	on	insurance	recovery	with	one	of	its	excess	insurers,	Entergy	New	Orleans	waived	the	conditions	precedent	in	its plan	of	reorganization,	and	the	plan	became	effective	on	May	8,	2007.		Included	in	the	terms	in	the	plan	of	reorganization	Entergy	New	Orleans	issued	notes	to	affiliates.		Entergy	New	Orleans	repaid,	at maturity	in	May	2010,	these	notes	that	represented	affiliate	prepetition	accounts	payable	(approximately	$74	million,	including	interest),	including	its	indebtedness	to	the	Entergy	System	money	pool.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $54,986 | $191,191 | $137,444 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 44,927 | 48,965 | 148,556 |
| Investing\tactivities | (46,019) | (31,561) | (59,848) |
| Financing\tactivities | (44,060) | (153,609) | (34,961) |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (45,152) | (136,205) | 53,747 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $9,834 | $54,986 | $191,191 |

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

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

FINANCIAL	DISCUSSION	AND	ANALYSIS	–	Critical	Accounting	Estimates "	below	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	above.

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

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

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

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

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

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

	Decreases	in	Entergy	New	Orleans's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	New	Orleans's	receivable	from	the	money	pool	decreased	$44.3	million	in	2010	compared	to increasing	$6.1	million	in	2009.

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

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

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

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

·  the	repayment	of	$25	million	of	6.75%	Series	first	mortgage	bonds	in	December	2010;	and ·  an	increase	of	$14.1	million	in	dividends	paid	on	common	stock.

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

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 45.3% | 44.6% |
| Effect\tof\tsubtracting\tcash | (1.5)% | (9.5)% |
| Net\tdebt\tto\tnet\tcapital | 43.8% | 35.1% |

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

Entergy	New	Orleans	requires	capital	resources	for:

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

·  debt	and	preferred	stock	maturities	or	retirements;	and

·  dividend	payments.

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

|  | 2012 | 2013-2014 | 2015-2016 | After	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $8 | $33 | N/A | N/A | $41 |
| \t\tTransmission | 7 | 10 | N/A | N/A | 17 |
| \t\tDistribution | 28 | 52 | N/A | N/A | 80 |
| \t\tOther | 21 | 45 | N/A | N/A | 66 |
| \t\tTotal | $64 | $140 | N/A | N/A | $204 |
| Long-term\tdebt\t(2) | $9 | $83 | $11 | $143 | $246 |
| Operating\tleases | $2 | $3 | $2 | $- | $7 |
| Purchase\tobligations\t(3) | $179 | $329 | $319 | $1,627 | $2,454 |

(1) Includes	approximately	$43	million	annually	for	maintenance	capital,	which	is	planned	spending	on	routine	capital projects	that	are	necessary	to	support	reliability	of	service,	equipment	or	systems	and	to	support	normal	customer

growth.		Also	includes	spending	for	the	long-term	gas	rebuild	project.

to	purchase	goods	or	services.		For	Entergy	New	Orleans,	almost	all	of	the	total	consists	of	unconditional	fuel	and

purchased	power	obligations,	including	its	obligations	under	the	Unit	Power	Sales	Agreement,	which	is	discussed

in	Note	8	to	the	financial	statements.

Entergy	New	Orleans	expects	to	contribute	approximately	$4.8	million	to	its	pension	plan	and	approximately	$3.7	million	to	its	other	postretirement	plans	in	2012	although	the	required	pension contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also	in	addition	to	the	contractual	obligations,	Entergy	New	Orleans	has	$53.7	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	and	payments	for	which	the	timing of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information regarding	unrecognized	tax	benefits.

The	 planned	 capital	 investment	 estimate	 for	 Entergy	 New	 Orleans	 reflects	 capital	 required	 to	 support	 existing	 business.	 	The	 estimated	 capital	 expenditures	 are	 subject	 to	 periodic	 review	 and modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends,	changes	in	project	plans,	and	the	ability	to	access capital.		Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	and	to	the	financial	statements.

As	an	indirect,	wholly-owned	subsidiary	of	Entergy	Corporation,	Entergy	New	Orleans	pays	dividends	from	its	earnings	at	a	percentage	determined	monthly.		Entergy	New	Orleans's	long-term	debt indentures	contain	restrictions	on	the	payment	of	cash	dividends	or	other	distributions	on	its	common	and	preferred	stock.

Entergy	New	Orleans's	sources	to	meet	its	capital	requirements	include:

·  cash	on	hand;	and

·  debt	and	preferred	stock	issuances.

Entergy	New	Orleans	may	refinance,	redeem,	or	otherwise	retire	debt	and	preferred	stock	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

Entergy	New	Orleans's	receivables	from	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $9,074 | $21,820 | $66,149 | $60,093 |

Entergy	New	Orleans	has	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	October	2013,	up	to	the	aggregate	amount,	at	any	one	time outstanding,	of	$100	million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	New	Orleans's	short-term	borrowing	limits.		The	long-term	securities	issuances	of	Entergy	New Orleans	are	limited	to	amounts	authorized	by	the	City	Council,	and	the	current	authorization	extends	through	July	2012.

# State	and	Local	Rate	Regulation

The	rates	that	Entergy	New	Orleans	charges	for	electricity	and	natural	gas	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.		Entergy	New	Orleans	is	regulated	and	the rates	charged	to	its	customers	are	determined	in	regulatory	proceedings.		A	governmental	agency,	the	City	Council,	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

# Rate	Cases,	Formula	Rate	Plans	and	Storm-related	Riders

On	July	31,	2008,	Entergy	New	Orleans	filed	an	electric	and	gas	base	rate	case	with	the	City	Council.		On	April	2,	2009,	the	City	Council	approved	a	comprehensive	settlement.		The	settlement provided	for	a	net	$35.3	million	reduction	in	combined	fuel	and	non-fuel	electric	revenue	requirement,	including	conversion	of	a	$10.6	million	voluntary	recovery	credit,	implemented	in	January	2008,	to a	permanent	reduction	and	substantial	realignment	of	Grand	Gulf	cost	recovery	from	fuel	to	electric	base	rates,	and	a	$4.95	million	gas	base	rate	increase,	both	effective	June	1,	2009,	with	adjustment	of the	customer	charges	for	all	rate	classes.		A	new	three-year	formula	rate	plan	was	also	adopted,	with	terms	including	an	11.1%	benchmark	electric	return	on	common	equity	(ROE)	with	a	+/-	40	basis point	bandwidth	and	a	10.75%	benchmark	gas	ROE	with	a	+/-	50	basis	point	bandwidth.		Earnings	outside	the	bandwidth	reset	to	the	midpoint	benchmark	ROE,	with	rates	changing	on	a	prospective basis	depending	on	whether	Entergy	New	Orleans	is	over-	or	under-earning.		The	formula	rate	plan	also	includes	a	recovery	mechanism	for	City	Council-approved	capacity	additions,	plus	provisions	for extraordinary	cost	changes	and	force	majeure	events.

Entergy	New	Orleans's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and hazardous	solid	wastes,	and	other	environmental	matters.		Management	believes	that	Entergy	New	Orleans	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities and	operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	New	Orleans	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the	latest	customer	billing.		Each	month	the estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's	estimate	is	reversed.		The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning of	the	period	and	the	end	of	the	period	is	the	amount	of	unbilled	revenue	recognized	during	the	period.		The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the	unbilled period	and	the	billed	price	to	customers	in	that	month,	including	fuel	price.		Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at	the	beginning	and	end	of	each	period	and fuel	price	fluctuations,	in	addition	to	changes	in	certain	components	of	the	calculation.		Effective	June	2009,	Entergy	New	Orleans	reclassified	the	fuel	component	of	unbilled	accounts	receivable	to deferred	fuel	and	will	no	longer	include	the	fuel	component	in	the	unbilled	calculation,	which	is	in	accordance	with	regulatory	treatment.

|  | Change	in | Impact	on	2011 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $408 | $5,283 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $249 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $170 | $1,027 |

|  | Change	in | Impact	on	2011 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $269 | $1,675 |
| Discount\trate | (0.25%) | $163 | $2,057 |

Total	qualified	pension	cost	for	Entergy	New	Orleans	in	2011	was	$5.5	million.		Entergy	New	Orleans	anticipates	2012	qualified	pension	cost	to	be	$8.5	million.		Entergy	New	Orleans contributed	$12.2	million	in	qualified	pension	contributions	in	2011	and	anticipates	approximately	a	$4.8	million	pension	contribution	in	2012	although	the	required	pension	contributions	will	not	be known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	New	Orleans	in	2011	were	$3.7	million,	including	$1.2	million	in	savings	due	to	the	estimated	effect	of	future Medicare	Part	D	subsidies.		Entergy	New	Orleans	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$4.2	million,	including	$1	million	in	savings	due	to	the estimated	effect	of	future	Medicare	Part	D	subsidies.		Entergy	New	Orleans	expects	to	contribute	approximately	$3.7	million	to	its	other	postretirement	plans	in	2012.

We	have	audited	the	accompanying	balance	sheets	of	Entergy	New	Orleans,	Inc.	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	income	statements,	statements	of	cash	flows,	and statements	of	changes	in	common	equity	(pages	356	through	360	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three	years	in	the	period	ended	December	31,	2011.	These	financial statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	New	Orleans,	Inc.	as	of	December	31,	2011	and	2010,	and	the	results	of	its	operations and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$529,228 | \t$543,102 | \t$535,985 |
| Natural\tgas | 100,957 | 116,347 | 104,437 |
| TOTAL | 630,185 | 659,449 | 640,422 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 173,668 | 169,644 | 196,917 |
| \t\t\tPurchased\tpower | 207,604 | 218,025 | 198,836 |
| \t\t\tOther\toperation\tand\tmaintenance | 106,817 | 130,917 | 108,716 |
| Taxes\tother\tthan\tincome\ttaxes | 42,032 | 44,749 | 40,476 |
| Depreciation\tand\tamortization | 35,026 | 35,354 | 33,943 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 1,910 | (1,072) | 1,709 |
| TOTAL | 567,057 | 597,617 | 580,597 |
| OPERATING\tINCOME | 63,128 | 61,832 | 59,825 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 622 | 667 | 230 |
| Interest\tand\tinvestment\tincome | 154 | 544 | 3,762 |
| Miscellaneous\t-\tnet | (1,234) | (2,478) | (1,125) |
| TOTAL | (458) | (1,267) | 2,867 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 11,114 | 13,170 | 16,965 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (282) | (320) | (98) |
| TOTAL | 10,832 | 12,850 | 16,867 |
| INCOME\tBEFORE\tINCOME\tTAXES | 51,838 | 47,715 | 45,825 |
| Income\ttaxes | 15,862 | 16,601 | 15,346 |
| NET\tINCOME | 35,976 | 31,114 | 30,479 |
| Preferred\tdividend\trequirements\tand\tother | 965 | 965 | 965 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | \t$35,011 | \t$30,149 | \t$29,514 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$35,976 | \t$31,114 | \t$30,479 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation\tand\tamortization | 35,026 | 35,354 | 33,943 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (35,276) | (47,611) | 54,797 |
| \t\tChanges\tin\tassets\tand\tliabilities: |  |  |  |
| \t\t\t\tReceivables | 24,275 | (6,289) | 20,361 |
| \t\t\t\tFuel\tinventory | (1,160) | (113) | 5,665 |
| \t\t\t\tAccounts\tpayable | (3,502) | 3,307 | (3,224) |
| \t\t\t\tTaxes\taccrued | - | - | (18,306) |
| \t\t\t\tInterest\taccrued | 12 | (1,121) | 19 |
| \t\t\t\tDeferred\tfuel\tcosts | 4,694 | 10,923 | 13,751 |
| \t\t\t\tOther\tworking\tcapital\taccounts | (7,764) | 4,174 | 3,401 |
| \t\t\t\tProvisions\tfor\testimated\tlosses | 4,637 | (4,785) | 5,382 |
| \t\t\t\tOther\tregulatory\tassets | (42,667) | (10,073) | (2,227) |
| \t\t\t\tPension\tand\tother\tpostretirement\tliabilities | 25,202 | 5,042 | (5,549) |
| \t\t\t\tOther\tassets\tand\tliabilities | 5,474 | 29,043 | 10,064 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 44,927 | 48,965 | 148,556 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (56,600) | (80,218) | (61,954) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 622 | 667 | 230 |
| Insurance\tproceeds | - | 115 | 14,553 |
| Investments\tin\taffiliates | 3,256 | - | - |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 12,746 | 44,329 | (6,056) |
| Changes\tin\tother\tinvestments\t-\tnet | (6,043) | 3,546 | (6,621) |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (46,019) | (31,561) | (59,848) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | - | 24,349 | - |
| Retirement\tof\tlong-term\tdebt | - | (129,993) | (728) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (42,000) | (47,000) | (32,900) |
| \t\tPreferred\tstock | (965) | (965) | (965) |
| Other | (1,095) | - | (368) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (44,060) | (153,609) | (34,961) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (45,152) | (136,205) | 53,747 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 54,986 | 191,191 | 137,444 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$9,834 | \t$54,986 | \t$191,191 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$10,109 | \t$13,550 | \t$16,302 |
| \t\tIncome\ttaxes | \t$39,403 | \t$68,160 | \t$(22,054) |

| Cash | $486 | $1,386 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 9,348 | 53,600 |
| \t\t\t\t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 9,834 | 54,986 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 29,038 | 38,160 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (465) | (734) |
| \t\tAssociated\tcompanies | 12,167 | 39,037 |
| \t\tOther | 2,603 | 1,824 |
| \t\tAccrued\tunbilled\trevenues | 17,023 | 19,100 |
| \t\t\t\tTotal\taccounts\treceivable | 60,366 | 97,387 |
| Accumulated\tdeferred\tincome\ttaxes | 6,419 | 15,092 |
| Fuel\tinventory\t-\tat\taverage\tcost | 3,806 | 2,646 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 9,392 | 9,896 |
| Prepayments\tand\tother | 2,679 | 7,708 |
| TOTAL | 92,496 | 187,715 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Non-utility\tproperty\tat\tcost\t(less\taccumulated\tdepreciation) | 1,016 | 1,016 |
| Storm\treserve\tescrow\taccount | 11,996 | 5,953 |
| TOTAL | 13,012 | 6,969 |
| UTILITY\tPLANT |  |  |
| Electric | 812,329 | 822,003 |
| Natural\tgas | 213,160 | 206,148 |
| Construction\twork\tin\tprogress | 13,610 | 11,669 |
| TOTAL\tUTILITY\tPLANT | 1,039,099 | 1,039,820 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 525,621 | 531,871 |
| UTILITY\tPLANT\t-\tNET | 513,478 | 507,949 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tDeferred\tfuel\tcosts | 4,080 | 4,080 |
| \t\tOther\tregulatory\tassets | 178,815 | 135,282 |
| Other | 4,154 | 8,081 |
| TOTAL | 187,049 | 147,443 |
| TOTAL\tASSETS | \t$806,035 | \t$850,076 |

| Associated	companies | $27,042 | $25,140 |
| :--- | :--- | :--- |
| \t\tOther | 28,098 | 30,093 |
| Customer\tdeposits | 21,878 | 21,206 |
| Interest\taccrued | 2,840 | 2,828 |
| Deferred\tfuel\tcosts | 11,621 | 6,927 |
| System\tagreement\tcost\tequalization | - | 15,510 |
| Other | 4,197 | 2,655 |
| TOTAL\tCURRENT\tLIABILITIES | 95,676 | 104,359 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 144,405 | 180,290 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 1,539 | 1,835 |
| Regulatory\tliability\tfor\tincome\ttaxes\t-\tnet | 33,258 | 40,142 |
| Other\tregulatory\tliabilities | 5,726 | 22 |
| Asset\tretirement\tcost\tliabilities | 2,893 | 3,396 |
| Accumulated\tprovisions | 15,843 | 11,206 |
| Pension\tand\tother\tpostretirement\tliabilities | 74,017 | 48,815 |
| Long-term\tdebt | 166,537 | 167,215 |
| Gas\tsystem\trebuild\tinsurance\tproceeds | 55,707 | 75,700 |
| Other | 9,489 | 9,162 |
| TOTAL\tNON-CURRENT\tLIABILITIES | 509,414 | 537,783 |
| Commitments\tand\tContingencies |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 19,780 | 19,780 |
| COMMON\tEQUITY |  |  |
| Common\tstock,\t$4\tpar\tvalue,\tauthorized\t10,000,000 |  |  |
| \t\tshares;\tissued\tand\toutstanding\t8,435,900\tshares\tin\t2011 |  |  |
| \t\tand\t2010 | 33,744 | 33,744 |
| Paid-in\tcapital | 36,294 | 36,294 |
| Retained\tearnings | 111,127 | 118,116 |
| TOTAL | 181,165 | 188,154 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$806,035 | \t$850,076 |

|  | Common	Stock | Paid-in	Capital | Retained	Earnings | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$33,744 | \t$36,294 | \t$138,353 | \t$208,391 |
| Net\tincome | - | - | 30,479 | 30,479 |
| Common\tstock\tdividends | - | - | (32,900) | (32,900) |
| Preferred\tstock\tdividends | - | - | (965) | (965) |
| Balance\tat\tDecember\t31,\t2009 | \t$33,744 | \t$36,294 | \t$134,967 | \t$205,005 |
| Net\tincome | - | - | 31,114 | 31,114 |
| Common\tstock\tdividends | - | - | (47,000) | (47,000) |
| Preferred\tstock\tdividends | - | - | (965) | (965) |
| Balance\tat\tDecember\t31,\t2010 | \t$33,744 | \t$36,294 | \t$118,116 | \t$188,154 |
| Net\tincome | - | - | 35,976 | 35,976 |
| Common\tstock\tdividends | - | - | (42,000) | (42,000) |
| Preferred\tstock\tdividends | - | - | (965) | (965) |
| Balance\tat\tDecember\t31,\t2011 | \t$33,744 | \t$36,294 | \t$111,127 | \t$181,165 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | \t$630,185 | \t$659,449 | \t$640,422 | \t$814,383 | \t$676,927 |
| Net\tIncome | \t$35,976 | \t$31,114 | \t$30,479 | \t$34,337 | \t$24,091 |
| Total\tassets | \t$806,035 | \t$850,076 | \t$995,818 | \t$998,460 | \t$872,141 |
| Long-term\tobligations\t(1) | \t$186,317 | \t$186,995 | \t$187,803 | \t$292,753 | \t$293,692 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt)	and	preferred	stock	without	sinking	fund.

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$176 | \t$196 | \t$168 | \t$172 | \t$142 |
| \t\tCommercial | 154 | 174 | 166 | 194 | 181 |
| \t\tIndustrial | 30 | 36 | 37 | 48 | 47 |
| \t\tGovernmental | 59 | 70 | 70 | 79 | 72 |
| \t\t\t\t\tTotal\tretail | 419 | 476 | 441 | 493 | 442 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 95 | 56 | 87 | 161 | 103 |
| \t\t\t\t\tNon-associated\tcompanies | 1 | 1 | 1 | 2 | 1 |
| \t\tOther | 14 | 10 | 7 | 17 | 11 |
| \t\t\t\t\tTotal | \t$529 | \t$543 | \t$536 | \t$673 | \t$557 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 1,888 | 1,858 | 1,577 | 1,394 | 1,221 |
| \t\tCommercial | 1,939 | 1,899 | 1,813 | 1,774 | 1,763 |
| \t\tIndustrial | 498 | 503 | 526 | 541 | 568 |
| \t\tGovernmental | 795 | 809 | 805 | 774 | 747 |
| \t\t\t\t\tTotal\tretail | 5,120 | 5,069 | 4,721 | 4,483 | 4,299 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 1,167 | 906 | 1,528 | 1,336 | 995 |
| \t\t\t\t\tNon-associated\tcompanies | 19 | 13 | 15 | 25 | 15 |
| \t\t\t\t\tTotal | 6,306 | 5,988 | 6,264 | 5,844 | 5,309 |

# ENTERGY	TEXAS,	INC.	AND	SUBSIDIARIES

Net	income	increased	by	$14.6	million	primarily	due	to	higher	net	revenue,	partially	offset	by	higher	taxes	other	than	income	taxes,	higher	other	operation	and	maintenance	expenses,	and	higher depreciation	and	amortization	expenses.

Net	income	increased	by	$2.4	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.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2010\tnet\trevenue | $540.2 |
| Retail\telectric\tprice | 36.0 |
| Volume/weather | 21.3 |
| Purchased\tpower\tcapacity | (24.6) |
| Other | 4.9 |
| 2011\tnet\trevenue | $577.8 |

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

The	volume/weather	variance	is	primarily	due	to	an	increase	of	721	GWh,	or	4.5%,	in	billed	electricity	usage,	including	the	effect	of	more	favorable	weather	on	residential	and	commercial	sales compared	to	last	year.		Usage	in	the	industrial	sector	increased	8.2%	primarily	in	the	chemicals	and	refining	industries.

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

Gross	operating	revenues	increased	primarily	due	to	the	base	rate	increases	and	the	volume/weather	effect,	as	discussed	above.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	an	increase	in	demand	coupled	with	an	increase	in	deferred	fuel	expense	as	a	result	of	lower	fuel	refunds	in	2011	versus	2010,	partially offset	by	a	decrease	in	the	average	market	price	of	natural	gas.

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

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2009\tnet\trevenue | $485.1 |
| Net\twholesale\trevenue | 27.7 |
| Volume/weather | 27.2 |
| Rough\tproduction\tcost\tequalization | 18.6 |
| Retail\telectric\tprice | 16.3 |
| Securitization\ttransition\tcharge | 15.3 |
| Purchased\tpower\tcapacity | (44.3) |
| Other | (5.7) |
| 2010\tnet\trevenue | $540.2 |

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	volume/weather	variance	is	primarily	due	to	increased	electricity	usage	primarily	in	the	residential	and	commercial	sectors,	resulting	from	a	1.5%	increase	in	customers,	coupled	with	the	effect	of more	favorable	weather	on	residential	sales.		Billed	electricity	usage	increased	a	total	of	777	GWh,	or	5%.

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	for	further	discussion	of	the	rate	case	settlement.

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	for	further	discussion	of	the	securitization	bond	issuance.

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

Gross	operating	revenues	increased	primarily	due	to	an	increase	of	$145.6	million	in	gross	wholesale	revenues	as	a	result	of	the	addition	of	new	customer	contracts	and	the	increase	related	to volume/weather,	as	discussed	above.		The	increase	was	partially	offset	by	a	decrease	of	$59.9	million	in	fuel	cost	recovery	revenues	primarily	attributable	to	lower	fuel	rates	and	interim	fuel	refunds	in the	first	quarter	2010	and	the	third	and	fourth	quarters	2010.		The	interim	fuel	refunds	and	the	PUCT	approvals	are	discussed	in	Note	2	to	the	financial	statements.

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.

·  an	increase	of	$8.5	million	in	transmission	expenses	due	to	a	billing	adjustment	recorded	in	the	fourth	quarter	2011	related	to	prior	transmission	investment	equalization	costs	(for	the approximate	period	of	1996	-	2011)	allocable	to	Entergy	Texas	under	the	Entergy	System	Agreement;

·  an	increase	of	$2.4	million	in	the	over-recovery	of	energy	efficiency	revenues;	and

·  several	individually	insignificant	items.

The	increase	was	partially	offset	by	the	amortization	of	$11	million	of	rate	case	expenses	in	2010	and	a	decrease	of	$3.9	million	in	compensation	and	benefits	costs	primarily	due	to	a	decrease	in	stock option	expense.		See	Note	2	to	the	financial	statements	for	further	discussion	of	the	rate	case	settlement.

Taxes	other	than	income	taxes	increased	primarily	due	to	an	increase	in	local	franchise	taxes	as	a	result	of	higher	city	franchise	and	gross	receipts	taxes	and	an	increase	in	ad	valorem	taxes	due to	a	higher	2011	assessment	as	compared	to	2010,	partially	offset	by	lower	street	rentals.

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	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	for	discussion	of	this	settlement.

Taxes	other	than	income	taxes	increased	primarily	due	to	a	provision	recorded	for	sales	and	use	taxes,	an	increase	in	local	franchise	taxes,	and	an	increase	in	ad	valorem	taxes	as	a	result	of	a higher	2010	assessment	as	compared	to	2009,	partially	offset	by	lower	millage	rates.

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	for	further discussion	of	Hurricane	Ike	storm	cost	recovery	filings.

Interest	expense	decreased	primarily	due	to	lower	interest	on	deferred	fuel	costs	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	effective	income	tax	rates	were	38.0%,	39.0%,	and	36.6%	for	2011,	2010,	and	2009,	respectively.		See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35%	to the	effective	income	tax	rates.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $35,342 | $200,703 | $2,239 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 238,837 | 43,095 | 287,533 |
| Investing\tactivities | (219,783) | (121,439) | (216,649) |
| Financing\tactivities | 10,893 | (87,017) | 127,580 |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 29,947 | (165,361) | 198,464 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $65,289 | $35,342 | $200,703 |

Cash	flow	provided	by	operating	activities	increased	$195.7	million	in	2011	compared	to	2010	primarily	due	to:

·  $73.4	million	of	fuel	cost	refunds	in	2011	versus	$179.5	million	of	fuel	cost	refunds	in	2010.		See	Note	2	to	the	financial	statements	for	discussion	of	the	fuel	cost	refunds;	and ·  income	tax	refunds	of	$13.5	million	in	2011	compared	to	income	tax	payments	of	$48.7	million	in	2010.

Cash	flow	provided	by	operating	activities	decreased	$244.4	million	in	2010	compared	to	2009	primarily	due	to:

·  the	timing	of	collection	of	receivables	from	customers;

·  income	tax	payments	of	$48.7	million	in	2010	compared	to	income	tax	refunds	of	$72.3	million	in	2009.		In	2010,	Entergy	Texas	made	tax	payments	in	accordance	with	the	Entergy	Corporation and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	tax	payments	resulted	from	differences	between	Entergy	Texas's	estimated	utilization	of	net	operating	losses and	actual	utilization	on	the	2009	tax	return	filed	in	2010;

·  an	$87.8	million	fuel	cost	refund	made	in	the	first	quarter	2010	and	an	$77	million	fuel	cost	refund	made	in	the	third	and	fourth	quarters	2010;	and

·  an	increase	of	$14.7	million	in	pension	contributions.		See	"Critical	Accounting	Estimates"	below	for	further	discussion	of	qualified	pension	and	other	postretirement	benefits	funding.

The	decrease	was	partially	offset	by	the	absence	in	2010	of	Hurricane	Ike	restoration	spending	that	occurred	in	2009.

Net	cash	flow	used	in	investing	activities	increased	$98.3	million	in	2011	compared	to	2010	primarily	due	to	money	pool	activity.

Increases	in	Entergy	Texas's	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Texas's	receivable	from	the	money	pool	increased	by	$49.5	million	in	2011	compared	to	decreasing	by $55.6	million	in	2010.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	flow	used	in	investing	activities	decreased	$95.2	million	in	2010	compared	to	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	$31.5	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	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	$55.6	million	in	2010	compared	to	increasing by	$69.3	million	in	2009.

Entergy	Texas's	financing	activities	provided	$10.9	million	of	cash	in	2011	compared	to	using	$87.0	million	of	cash	in	2010	primarily	due	to:

·  the	retirement	of	$199	million	of	debt	assumption	liabilities	and	securitization	bonds	in	2010	compared	to	the	retirement	of	$57.4	million	of	securitization	bonds	in	2011;	and ·  a	decrease	of	$80.6	million	in	common	equity	distributions.

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

Entergy	Texas's	financing	activities	used	$87	million	of	cash	in	2010	compared	to	providing	$127.6	million	of	cash	in	2009	primarily	due	to:

·  the	issuance	of	$545.9	million	of	securitization	bonds	in	November	2009.		See	Note	5	to	the	financial	statements	for	additional	information	regarding	the	securitization	bonds;

·  the	retirement	of	$199	million	of	debt	assumption	liabilities	and	securitization	bonds	in	2010	compared	to	$620	million	in	2009.

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;

·  money	pool	activity;	and

·  a	decrease	of	$33.1	million	in	common	equity	distributions.

Decreases	in	Entergy	Texas's	payable	to	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Texas's	payable	to	the	money	pool	decreased	by	$50.8	million	in	2009.

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 65.1% | 66.8% |
| Effect\tof\texcluding\tthe\tsecuritization\tbonds | (14.3)% | (16.0)% |
| Debt\tto\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 50.8% | 50.8% |
| Effect\tof\tsubtracting\tcash | (1.9)% | (1.0)% |
| Net\tdebt\tto\tnet\tcapital,\texcluding\tsecuritization\tbonds\t(1) | 48.9% | 49.8% |

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

Net	debt	consists	of	debt	 less	cash	and	cash	equivalents.	 	Debt	consists	of	notes	payable	and	 long-term	debt,	 including	 the	currently	maturing	portion	and	also	 including	 the	debt	assumption liability.		Capital	consists	of	debt	and	common	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.

Entergy	Texas	requires	capital	resources	for:

·  debt	maturities	or	retirements;

Following	are	the	amounts	of	Entergy	Texas's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes	estimated	interest	payments),	and	other	purchase obligations:

|  | 2012 | 2013-2014 | 2015-2016 | After	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $84 | $92 | N/A | N/A | $176 |
| \t\tTransmission | 45 | 213 | N/A | N/A | 258 |
| \t\tDistribution | 64 | 141 | N/A | N/A | 205 |
| \t\tOther | 9 | 16 | N/A | N/A | 25 |
| \t\tTotal | $202 | $462 | N/A | N/A | $664 |
| Long-term\tdebt\t(2) | $90 | $198 | $496 | $1,811 | $2,595 |
| Operating\tleases | $6 | $9 | $3 | $1 | $19 |
| Purchase\tobligations\t(3) | $92 | $118 | $101 | $160 | $471 |

to	purchase	goods	or	services.		For	Entergy	Texas,	it	primarily	includes	unconditional	fuel	and	purchased	power

obligations.

In	 addition	 to	 the	 contractual	 obligations	 given	 above,	 Entergy	 Texas	 expects	 to	 contribute	 approximately	 $7.7	 million	 to	 its	 pension	 plans	 and	 approximately	 $5.2	 million to	 other postretirement	plans	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also	in	addition	to	the	contractual	obligations,	Entergy	Texas	has	$7.2	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	and	payments	for	which	the	timing	of	payments beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources.		Opportunities	resulting	from	the	supply	plan	initiative, including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.		The	estimated	capital	expenditures	are subject	to	periodic	review	and	modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends,	business	restructuring, changes	in	project	plans,	and	the	ability	to	access	capital.		Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	to	the	financial	statements.

As	a	wholly-owned	subsidiary,	Entergy	Texas	pays	dividends	to	Entergy	Corporation	from	its	earnings	at	a	percentage	determined	monthly.

Entergy	Texas's	sources	to	meet	its	capital	requirements	include:

Entergy	Texas	may	refinance,	redeem,	or	otherwise	retire	debt	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Texas	require	prior	regulatory	approval.		Debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	its	bond	indentures	and	other agreements.		Entergy	Texas	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Texas's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

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	December	31,	2011.

Entergy	Texas	has	obtained	short-term	borrowing	authorization	through	October	2013	from	the	FERC	under	which	it	may	borrow	at	any	one	time	outstanding,	$200	million	in	the	aggregate.		See	Note	4 to	the	financial	statements	for	further	discussion	of	Entergy	Texas's	short-term	borrowing	limits.		Entergy	Texas	has	also	obtained	an	order	from	the	FERC	authorizing	long-term	securities	issuances through	July	2013.

# Hurricane	Ike	and	Hurricane	Gustav

In	September	2008,	Hurricane	Ike	caused	catastrophic	damage	to	Entergy	Texas's	service	territory.		The	storm	resulted	in	widespread	power	outages,	significant	damage	to	distribution,	transmission,	and generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.		Entergy	Texas	filed	an	application	in	April	2009	seeking	a	determination	that	$577.5	million	of	Hurricane	Ike	and	Hurricane Gustav	restoration	costs	are	recoverable,

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

including	estimated	costs	for	work	to	be	completed.		On	August	5,	2009,	Entergy	Texas	submitted	to	the	ALJ	an	unopposed	settlement	agreement	intended	to	resolve	all	issues	in	the	storm	cost	recovery case.		Under	the	terms	of	the	agreement	$566.4	million,	plus	carrying	costs,	are	eligible	for	recovery.		Insurance	proceeds	will	be	credited	as	an	offset	to	the	securitized	amount.		Of	the	$11.1	million difference	between	Entergy	Texas's	request	and	the	amount	agreed	to,	which	is	part	of	the	black	box	agreement	and	not	directly	attributable	to	any	specific	individual	issues	raised,	$6.8	million	is operation	and	maintenance	expense	for	which	Entergy	Texas	recorded	a	charge	in	the	second	quarter	2009.		The	remaining	$4.3	million	was	recorded	as	utility	plant.		The	PUCT	approved	the	settlement in	August	2009,	and	in	September	2009	the	PUCT	approved	recovery	of	the	costs,	plus	carrying	costs,	by	securitization.		See	Note	5	to	the	financial	statements	for	a	discussion	of	the	November	2009 issuance	of	the	securitization	bonds.

The	rates	that	Entergy	Texas	charges	for	its	services	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.		Entergy	Texas	is	regulated	and	the	rates	charged	to	its	customers	are determined	in	regulatory	proceedings.		The	PUCT,	a	governmental	agency,	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

# Filings	with	the	PUCT

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.		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).		The	PUCT	and	FERC	decisions	are	now	final.

In	May	2009,	Entergy	Texas	filed	with	the	PUCT	a	request	to	refund	$46.1	million,	including	interest,	of	fuel	cost	recovery	over-collections	through	February	2009.		Entergy	Texas	requested	that	the proposed	refund	be	made	over	a	four-month	period	beginning	June	2009.		Pursuant	to	a	stipulation	among	the	various	parties,	in	June	2009	the	PUCT	issued	an	order	approving	a	refund	of	$59.2	million, including	interest,	of	fuel	cost	recovery	overcollections	through	March	2009.		The	refund	was	made	for	most	customers	over	a	three-month	period	beginning	July	2009.

In	October	2009,	Entergy	Texas	filed	with	the	PUCT	a	request	to	refund	approximately	$71	million,	including	interest,	of	fuel	cost	recovery	over-collections	through	September	2009.		Entergy	Texas requested	that	the	proposed	refund	be	made	over	a	six-month	period	beginning	January	2010.		Pursuant	to	a	stipulation	among	the	various	parties,	the	PUCT	issued	an	order	approving	a	refund	of	$87.8 million,	including	interest,	of	fuel	cost	recovery	overcollections	through	October	2009.		The	refund	was	made	for	most	customers	over	a	three-month	period	beginning	January	2010.

Entergy	Texas's	November	2011	rate	case	filing,	which	is	discussed	above,	also	includes	a	request	to	reconcile	$1.3	billion	of	fuel	and	purchased	power	costs	covering	the	period	July	2009	through	June 2011.

Entergy	Texas's	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.		In	particular,	cogeneration	is	an	option	available	to	a	portion	of	Entergy	Texas's industrial	customer	base.		Entergy	Texas	responds	by	working	with	industrial	and	commercial	customers	and	negotiating	electric	service	contracts	to	provide,	under	existing	rate	schedules,	competitive rates	that	match	specific	customer	needs	and	load	profiles.		Entergy	Texas	actively	participates	in	economic	development,	customer	retention,	and	reclamation	activities	to	increase	industrial	and commercial	demand,	from	both	new	and	existing	customers.		Entergy	Texas	does	not	currently	expect	additional	significant	losses	to	cogeneration	because	of	the	current	economics	of	the	electricity markets	and	Entergy	Texas's	marketing	efforts	in	retaining	industrial	customers.

Entergy	Texas's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and	hazardous	and solid	 wastes,	 and	 other	 environmental	 matters.	 	 Management	 believes	 that	 Entergy	 Texas	 is	 in	 substantial	 compliance	 with	 environmental	 regulations	 currently	 applicable	 to	 its	 facilities	 and operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

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

Entergy	sponsors	qualified	defined	benefit	pension	plans	which	cover	substantially	all	employees.		Additionally,	Entergy	currently	provides	postretirement	health	care	and	life	insurance	benefits for	substantially	all	employees	who	reach	retirement	age	and	meet	certain	eligibility	requirements	while	still	working	for	Entergy.		Entergy's	reported	costs	of	providing	these	benefits,	as	described	in Note	11	to	the	financial	statements,	are	impacted	by

numerous	factors	including	the	provisions	of	the	plans,	changing	employee	demographics,	and	various	actuarial	calculations,	assumptions,	and	accounting	mechanisms.		See	the	"Critical	Accounting Estimates"	section	of	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	further	discussion.		Because	of	the	complexity	of	these	calculations,	the	long-term	nature	of these	obligations,	and	the	importance	of	the	assumptions	utilized,	Entergy's	estimate	of	these	costs	is	a	critical	accounting	estimate.

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

| Actuarial	Assumption | Change	in<br>Assumption | Impact	on	2011<br>Qualified	Pension	Cost | Projected<br>Benefit	Obligation |
| :--- | :--- | :--- | :--- |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $808 | $10,726 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $647 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $334 | $1,830 |

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

| Actuarial	Assumption | Change	in<br>Assumption | Impact	on	2011<br>Postretirement	Benefit	Cost | Postretirement	Benefit<br>Obligation |
| :--- | :--- | :--- | :--- |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $596 | $3,969 |
| Discount\trate | (0.25%) | $376 | $4,520 |

Total	qualified	pension	cost	for	Entergy	Texas	in	2011	was	$4.4	million.		Entergy	Texas	anticipates	2012	qualified	pension	cost	to	be	$10.4	million.		Entergy	Texas	contributed	$18.2	million	to its	qualified	pension	plans	in	2011.		Entergy	Texas's	contributions	to	the	pension	trust	are	currently	estimated	to	be	approximately	$7.7	million	in	2012	although	the	required	pension	contributions	will not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Texas	in	2011	were	$4.1	million,	including	$1.5	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part D	subsidies.		Entergy	Texas	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$6	million,	including	$1.3	million	in	savings	due	to	the	estimated	effect	of	future Medicare	Part	D	subsidies.		Entergy	Texas	expects	to	contribute	approximately	$5.2	million	to	its	other	postretirement	plans	in	2012.

# To	the	Board	of	Directors	and	Shareholder	of Entergy	Texas,	Inc.	and	Subsidiaries

# Beaumont,	Texas

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Texas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	consolidated	income statements,	consolidated	statements	of	cash	flows,	and	consolidated	statements	of	changes	in	common	equity	(pages	374	through	378	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three years	in	the	period	ended	December	31,	2011.	These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements based	on	our	audits.

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Texas,	Inc.	and	Subsidiaries	as	of	December	31,	2011	and	2010,	and	the results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of America.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$1,757,199 | \t$1,690,431 | \t$1,563,823 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 352,022 | 343,083 | 449,335 |
| \t\t\tPurchased\tpower | 775,067 | 743,438 | 584,550 |
| \t\t\tOther\toperation\tand\tmaintenance | 214,191 | 209,699 | 204,524 |
| Taxes\tother\tthan\tincome\ttaxes | 69,329 | 63,897 | 55,480 |
| Depreciation\tand\tamortization | 79,263 | 76,057 | 74,035 |
| Other\tregulatory\tcharges\t-\tnet | 52,307 | 63,683 | 44,807 |
| TOTAL | 1,542,179 | 1,499,857 | 1,412,731 |
| OPERATING\tINCOME | 215,020 | 190,574 | 151,092 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 3,781 | 5,661 | 5,232 |
| Interest\tand\tinvestment\tincome | 5,528 | 7,222 | 47,541 |
| Miscellaneous\t-\tnet | (3,047) | (3,220) | 544 |
| TOTAL | 6,262 | 9,663 | 53,317 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 93,554 | 95,272 | 106,163 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (2,609) | (3,618) | (2,510) |
| TOTAL | 90,945 | 91,654 | 103,653 |
| INCOME\tBEFORE\tINCOME\tTAXES | 130,337 | 108,583 | 100,756 |
| Income\ttaxes | 49,492 | 42,383 | 36,915 |
| NET\tINCOME | \t$80,845 | \t$66,200 | \t$63,841 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$80,845 | \t$66,200 | \t$63,841 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation\tand\tamortization | 79,263 | 76,057 | 74,035 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 56,219 | 63,418 | 4,365 |
| \t\tChanges\tin\tassets\tand\tliabilities: |  |  |  |
| \t\t\t\tReceivables | (39,640) | (41,820) | 281,710 |
| \t\t\t\tFuel\tinventory | (12) | 1,085 | 2,688 |
| \t\t\t\tAccounts\tpayable | (11,442) | 23,415 | (99,483) |
| \t\t\t\tTaxes\taccrued | 11,760 | (49,030) | 27,986 |
| \t\t\t\tInterest\taccrued | (582) | 3,102 | 8,473 |
| \t\t\t\tDeferred\tfuel\tcosts | (12,766) | (25,318) | 123,927 |
| \t\t\t\tOther\tworking\tcapital\taccounts | 42,518 | (115,753) | (95,603) |
| \t\t\t\tProvisions\tfor\testimated\tlosses | (296) | (3,390) | (4,226) |
| \t\t\t\tOther\tregulatory\tassets | (15,611) | 51,637 | (187,250) |
| \t\t\t\tPension\tand\tother\tpostretirement\tliabilities | 64,686 | (5,998) | (12,594) |
| \t\t\t\tOther\tassets\tand\tliabilities | (16,105) | (510) | 99,664 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 238,837 | 43,095 | 287,533 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (173,462) | (162,822) | (188,277) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 3,781 | 5,661 | 5,232 |
| Insurance\tproceeds | - | 5,293 | 36,749 |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | (49,519) | 55,645 | (69,317) |
| Increase\tin\tother\tinvestments | - | 2,318 | - |
| Remittances\tto\ttransition\tcharge\taccount | (92,786) | (89,939) | (36,999) |
| Payments\tfrom\ttransition\tcharge\taccount | 92,203 | 62,405 | 35,963 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (219,783) | (121,439) | (216,649) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 74,092 | 198,435 | 1,177,819 |
| Retirement\tof\tlong-term\tdebt | (57,419) | (199,052) | (619,945) |
| Change\tin\tmoney\tpool\tpayable\t-\tnet | - | - | (50,794) |
| Repayment\tof\tloan\tfrom\tEntergy\tCorporation | - | - | (160,000) |
| Changes\tin\tcredit\tborrowings\t-\tnet | - | - | (100,000) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (5,780) | (86,400) | (119,500) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | 10,893 | (87,017) | 127,580 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 29,947 | (165,361) | 198,464 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 35,342 | 200,703 | 2,239 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$65,289 | \t$35,342 | \t$200,703 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$89,792 | \t$87,147 | \t$93,951 |
| \t\tIncome\ttaxes | \t$(13,538) | \t$48,713 | \t$(72,322) |

| Cash | $150 | $1,719 |
| :--- | :--- | :--- |
| \t\t\tTemporary\tcash\tinvestments | 65,139 | 33,623 |
| \t\t\t\tTotal\tcash\tand\tcash\tequivalents | 65,289 | 35,342 |
| Securitization\trecovery\ttrust\taccount | 41,215 | 40,632 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 68,290 | 56,358 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (1,461) | (2,185) |
| \t\tAssociated\tcompanies | 129,561 | 53,128 |
| \t\tOther | 9,573 | 11,605 |
| \t\tAccrued\tunbilled\trevenues | 41,573 | 39,471 |
| \t\t\t\tTotal\taccounts\treceivable | 247,536 | 158,377 |
| Accumulated\tdeferred\tincome\ttaxes | 88,436 | 44,752 |
| Fuel\tinventory\t-\tat\taverage\tcost | 53,884 | 53,872 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 29,810 | 28,842 |
| Prepayments\tand\tother | 15,203 | 14,856 |
| TOTAL | 541,373 | 376,673 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investments\tin\taffiliates\t-\tat\tequity | 783 | 812 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 930 | 1,223 |
| Other | 17,969 | 17,037 |
| TOTAL | 19,682 | 19,072 |
| UTILITY\tPLANT |  |  |
| Electric | 3,338,608 | 3,205,566 |
| Construction\twork\tin\tprogress | 90,856 | 80,096 |
| TOTAL\tUTILITY\tPLANT | 3,429,464 | 3,285,662 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 1,289,166 | 1,245,729 |
| UTILITY\tPLANT\t-\tNET | 2,140,298 | 2,039,933 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 129,924 | 127,046 |
| \t\tOther\tregulatory\tassets\t(includes\tsecuritization\tproperty |  |  |
| \t\t\t\t\t\t\tof\t$704,896\tas\tof\tDecember\t31,\t2011\tand |  |  |
| \t\t\t\t\t\t\t$763,841\tas\tof\tDecember\t31,\t2010) | 1,178,067 | 1,168,960 |
| Long-term\treceivables\t-\tassociated\tcompanies | 31,254 | 32,596 |
| Other | 18,408 | 19,584 |
| TOTAL | 1,357,653 | 1,348,186 |
| TOTAL\tASSETS | \t$4,059,006 | \t$3,783,864 |

| Associated	companies | $60,583 | $69,862 |
| :--- | :--- | :--- |
| \t\tOther | 69,160 | 70,325 |
| Customer\tdeposits | 38,294 | 38,376 |
| Taxes\taccrued | 40,311 | 28,551 |
| Interest\taccrued | 33,095 | 33,677 |
| Deferred\tfuel\tcosts | 64,664 | 77,430 |
| Pension\tand\tother\tpostretirement\tliabilities | 1,029 | 1,354 |
| System\tagreement\tcost\tequalization | 43,290 | - |
| Other | 4,847 | 4,222 |
| TOTAL | 355,273 | 323,797 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 934,990 | 829,668 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 19,339 | 20,936 |
| Other\tregulatory\tliabilities | 11,710 | 26,178 |
| Asset\tretirement\tcost\tliabilities | 3,870 | 3,651 |
| Accumulated\tprovisions | 5,024 | 5,320 |
| Pension\tand\tother\tpostretirement\tliabilities | 137,735 | 72,724 |
| Long-term\tdebt\t(includes\tsecuritization\tbonds\tof |  |  |
| \t\t\t\t\t\t\t$749,673\tas\tof\tDecember\t31,\t2011\tand |  |  |
| \t\t\t\t\t\t\t$807,066\tas\tof\tDecember\t31,\t2010) | 1,677,127 | 1,659,230 |
| Other | 14,583 | 18,070 |
| TOTAL | 2,804,378 | 2,635,777 |
| Commitments\tand\tContingencies |  |  |
| COMMON\tEQUITY |  |  |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t200,000,000\tshares; |  |  |
| \t\tissued\tand\toutstanding\t46,525,000\tshares\tin\t2011\tand\t2010 | 49,452 | 49,452 |
| Paid-in\tcapital | 481,994 | 481,994 |
| Retained\tearnings | 367,909 | 292,844 |
| TOTAL | 899,355 | 824,290 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$4,059,006 | \t$3,783,864 |

|  | Common	Stock | Paid-in	Capital | Retained	Earnings | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |  |
| Balance\tat\tDecember\t31,\t2008 | \t$49,452 | \t$481,994 | \t$368,703 | \t$900,149 |
| Net\tincome | - | - | 63,841 | 63,841 |
| Common\tstock\tdividends | - | - | (119,500) | (119,500) |
| Balance\tat\tDecember\t31,\t2009 | \t$49,452 | \t$481,994 | \t$313,044 | \t$844,490 |
| Net\tincome | - | - | 66,200 | 66,200 |
| Common\tstock\tdividends | - | - | (86,400) | (86,400) |
| Balance\tat\tDecember\t31,\t2010 | \t$49,452 | \t$481,994 | \t$292,844 | \t$824,290 |
| Net\tincome | - | - | 80,845 | 80,845 |
| Common\tstock\tdividends | - | - | (5,780) | (5,780) |
| Balance\tat\tDecember\t31,\t2011 | \t$49,452 | \t$481,994 | \t$367,909 | \t$899,355 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | \t$1,757,199 | \t$1,690,431 | \t$1,563,823 | \t$2,012,258 | \t$1,782,923 |
| Net\tIncome | \t$80,845 | \t$66,200 | \t$63,841 | \t$57,895 | \t$58,921 |
| Total\tassets | \t$4,059,006 | \t$3,783,864 | \t$3,920,133 | \t$3,984,771 | \t$3,606,752 |
| Long-term\tobligations\t(1) | \t$1,677,127 | \t$1,659,230 | \t$1,490,283 | \t$1,084,368 | \t$1,103,863 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt)

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | \t$638 | \t$559 | \t$533 | \t$606 | \t$544 |
| \t\tCommercial | 369 | 321 | 337 | 417 | 364 |
| \t\tIndustrial | 352 | 305 | 332 | 489 | 414 |
| \t\tGovernmental | 26 | 23 | 23 | 27 | 24 |
| \t\t\t\t\tTotal\tretail | 1,385 | 1,208 | 1,225 | 1,539 | 1,346 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 262 | 373 | 294 | 436 | 398 |
| \t\t\t\t\tNon-associated\tcompanies | 74 | 76 | 10 | 6 | 6 |
| \t\tOther | 36 | 33 | 35 | 31 | 33 |
| \t\t\t\t\tTotal | \t$1,757 | \t$1,690 | \t$1,564 | \t$2,012 | \t$1,783 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 6,034 | 5,958 | 5,453 | 5,245 | 5,280 |
| \t\tCommercial | 4,433 | 4,271 | 4,165 | 4,092 | 4,085 |
| \t\tIndustrial | 6,102 | 5,642 | 5,570 | 5,948 | 5,911 |
| \t\tGovernmental | 294 | 271 | 258 | 248 | 246 |
| \t\t\t\t\tTotal\tretail | 16,863 | 16,142 | 15,446 | 15,533 | 15,522 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\t\tAssociated\tcompanies | 4,158 | 3,758 | 3,630 | 3,771 | 4,366 |
| \t\t\t\t\tNon-associated\tcompanies | 1,258 | 1,300 | 231 | 87 | 89 |
| \t\t\t\t\tTotal | 22,279 | 21,200 | 19,307 | 19,391 | 19,977 |

# SYSTEM	ENERGY	RESOURCES,	INC.

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

Net	income	decreased	$18.4	million	primarily	due	to	an	increase	in	the	effective	income	tax	rate.		A	decrease	in	operating	income	was	offset	by	an	increase	in	other	income	and	a	decrease	in	interest expense,	which	led	to	a	slight	increase	in	income	before	income	taxes.		Operating	income	was	lower	because	of	lower	rate	base	compared	to	2010.		Other	income	was	higher	and	interest	expense	was lower	primarily	because	of	AFUDC	accrued	on	the	Grand	Gulf	uprate	project.

Net	income	increased	$33.7	million	primarily	due	to	a	decrease	in	the	effective	income	tax	rate.

The	effective	income	tax	rates	for	2011,	2010,	and	2009	were	53.9%,	40.4%,	and	66.5%,	respectively.		The	increase	in	the	rate	for	2011	is	primarily	due	to	an	intercompany	settle	up	for	federal	income taxes	for	years	prior	to	2008	which	include	an	allocation	of	the	tax	benefit	of	Entergy	Corporation's	expenses	to	the	subsidiaries	generating	taxable	income	for	the	respective	years.	The	effects	of	various tax	positions	settled	with	the	IRS	pertaining	to	the	2006/2007	audit	require	System	Energy	to	pay	back	prior	benefits	of	the	Entergy	Corporation's	expenses	it	received	when	the	benefits	were	originally allocated	based	upon	the	tax	return	as	filed.		See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rates.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $263,772 | $264,482 | $102,788 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 430,681 | 250,405 | 417,877 |
| Investing\tactivities | (311,397) | (184,588) | (149,344) |
| Financing\tactivities | (197,899) | (66,527) | (106,839) |
| \t\tNet\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (78,615) | (710) | 161,694 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $185,157 | $263,772 | $264,482 |

Cash	flow	provided	by	operating	activities	increased	$180.3	million	in	2011	primarily	due	to	income	tax	refunds	of	$100.9	million	in	2011	compared	to	income	tax	payments	of	$56	million	in	2010.		In 2011	System	Energy	received	cash	refunds	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement.		The	refunds	result	from	a	decrease in	2010	taxable	income	from	what	was	previously	estimated	because	of	the	recognition	of	additional	repair	expenses	for	tax	purposes	associated	with	a	tax	accounting	change	filed	in	2010	and	from	the reversal	of	temporary	differences	for	which	System	Energy	previously	made	cash	tax	payments.

Cash	flow	provided	by	operations	decreased	$167.5	million	in	2010	primarily	due	to	income	tax	payments	of	$56	million	in	2010	compared	to	income	tax	refunds	of	$120.4	in	2009,	and	an	increase	of $26.6	million	in	pension	contributions.		In	2010	System	Energy	made	tax	payments	in	accordance	with	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation Agreement.		The	payments	resulted	from	the	reversal	of	temporary	differences	for	which	System	Energy	previously	received	cash	tax	benefits	and	from	estimated	federal	income	tax	payments	for	tax year	2010.		See	"Critical	Accounting	Estimates"	below	for	a	discussion	of	qualified	pension	and	other	postretirement	benefits.

Net	cash	used	in	investing	activities	increased	$126.8	million	in	2011	primarily	due	to:

·  The	proceeds	from	the	transfer,	in	the	first	quarter	2010,	of	$100.3	million	in	development	costs	related	to	Entergy	New	Nuclear	Development,	LLC; ·  An	increase	in	construction	expenditures	resulting	primarily	from	spending	on	the	power	uprate	project	at	Grand	Gulf;

·  The	repayment	in	2010	of	$25.6	million	by	Entergy	New	Orleans	of	a	note	issued	in	resolution	of	its	bankruptcy	proceedings;	and ·  money	pool	activity.

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

Increases	in	System	Energy's	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	System	Energy's	receivable	from	the	money	pool	increased	by	$22.5	million	in	2011	compared	to increasing	by	$7.4	million	in	2010.		The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	the	Utility	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	used	in	investing	activities	increased	$35.2	million	in	2010	primarily	due	to	an	increase	of	$129.5	million	in	nuclear	fuel	purchases	due	to	the	timing	of	refueling	outages,	and	an increase	in	construction	expenditures	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	discussed	below;

·  the	repayment	by	Entergy	New	Orleans	of	a	$25.6	million	note	issued	in	resolution	of	its	bankruptcy	proceedings.

Increases	in	System	Energy's	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	System	Energy's	receivable	from	the	money	pool	increased	by	$7.4	million	in	2010	compared	to increasing	by	$47.6	million	in	2009.

Cash	used	in	financing	activities	increased	$131.4	million	in	2011	primarily	due	to	the	issuance	of	$60	million	of	5.33%	Series	G	notes	by	the	nuclear	fuel	company	variable	interest	entity	in	2010,	the repayment	of	$38.3	million	in	commercial	paper	in	2011	as	compared	to	the	issuance	of	$20.3	million	in	commercial	paper	in	2010,	and	the	partial	retirement	of	$40	million	of	6.2%	pollution	control bonds	in	2011.		The	increase	was	slightly	offset	by	a	$24	million	decrease	in	dividend	paid	on	common	stock.

Net	cash	flow	used	in	financing	activities	decreased	$40.3	million	in	2010	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 ·  commercial	paper	issuances	by	the	nuclear	fuel	company	variable	interest	entity	to	finance	its	fuel	procurement	activities.

·  an	increase	of	$24.9	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.

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

|  | December	31,<br>	2011 | December	31,<br>2010 |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 48.3% | 51.7% |
| Effect\tof\tsubtracting\tcash | (7.1)% | (9.0)% |
| Net\tdebt\tto\tnet\tcapital | 41.2% | 42.7% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.		Debt	consists	of	capital	lease	obligations	and	long-term	debt,	including	the	currently	maturing	portion.		Capital	consists	of	debt	and	common 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.

System	Energy	requires	capital	resources	for:

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

Following	are	the	amounts	of	System	Energy's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes	estimated	interest	payments),	and	other	purchase obligations:

|  | 2012 | 2013-2014 | 2015-2016 | After	2016 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand\tcapital\tinvestment\t(1): |  |  |  |  |  |
| \t\tGeneration | $316 | $74 | N/A | N/A | $390 |
| \t\tOther | 2 | 4 | N/A | N/A | 6 |
| \t\tTotal | $318 | $78 | N/A | N/A | $396 |
| Long-term\tdebt\t(2) | $153 | $225 | $157 | $496 | $1,031 |
| Purchase\tobligations\t(3) | $21 | $23 | $23 | $51 | $118 |

(1) Includes	 approximately	 $19	 million	 annually	 for	 maintenance	 capital,	 which	 is	 planned	 spending	 on	 routine

capital	projects	that	are	necessary	to	support	reliability	of	service,	equipment,	or	systems.

(3) Purchase	obligations	represent	the	minimum	purchase	obligation	or	cancellation	charge	for	contractual	obligations to	purchase	goods	or	services.		For	System	Energy,	it	includes	nuclear	fuel	purchase	obligations.

In	addition	to	the	contractual	obligations	given	above,	System	Energy	expects	to	contribute	approximately	$8.9	million	to	its	pension	plans	and	approximately	$4.1	million	to	its	other postretirement	plans	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1,	2012	valuations	are	completed	by	April	1,	2012.

Also	in	addition	to	the	contractual	obligations,	System	Energy	has	$228.6	million	of	unrecognized	tax	benefits	and	interest	net	of	unused	tax	attributes	and	payments	for	which	the	timing	of	payments beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.		See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

The	planned	capital	investment	estimate	for	System	Energy	reflects	capital	required	to	support	the	existing	business	of	System	Energy.		The	estimate	also	includes	the	costs	of	System	Energy's	planned approximate	178	MW	uprate	of	the	Grand	Gulf	nuclear	plant.		On	November	30,	2009,	the	MPSC	issued	a	Certificate	of	Public	Convenience	and	Necessity	for	implementation	of	the	uprate.		A	license amendment	application	was	submitted	to	the	NRC	in	September	2010.		After	performing	more	detailed	project	design,	engineering,	analysis	and	major	materials	purchases,	System	Energy's	current estimate	of	the	total	capital	investment	to	be	made	in	the	course	of	the	implementation	of	the	Grand	Gulf	uprate	project	is	approximately	$754	million,	including	SMEPA's	share.		The	estimate	includes spending	on	certain	major	equipment	refurbishment	and	replacement	that	would	have	been	required	over	the	normal	course	of	the	plant's	life	even	if	the	uprate	were	not	done.		The	purpose	of performing	this	major	equipment	refurbishment	and	replacement	in	connection	with	the	uprate	is	to	avoid	additional	plant	outages	and	construction	costs	in	the	future	while	improving	plant	reliability. The	investment	estimate	may	be	revised	in	the	future	as	System	Energy	evaluates	the	progress	of	the	project,	including	the	costs	required	to	install	instrumentation	in	the	steam	dryer	in	response	to	recent guidance	from	the	NRC	staff	obtained	during	the	review	process	for	certain	Requests	for	Additional	Information	(RAIs)	issued	by	the	NRC	in	December	2011.		The	NRC's	review	of	the	project	is ongoing.		System	Energy	is	responding	to	the	recent	RAIs	and	will	seek	to	minimize	potential	cost	effects	or	delay,	if	any,	to	the	Grand	Gulf	uprate	implementation	schedule.

System	Energy	also	invested,	through	its	subsidiary	Entergy	New	Nuclear	Development,	LLC,	in	initial	development	costs	for	potential	new	nuclear	development	at	the	Grand	Gulf	and	River	Bend	sites, including	licensing	and	design	activities.		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 addition,	Entergy	temporarily	suspended	reviews	of	the	two	license	applications	for	the	sites	and	will	explore	alternative	nuclear	technologies	for	this	project.		In	the	first	quarter	2010	the	$100	million	in construction	work	in	progress	incurred	by	Entergy	New	Nuclear	Development	was	transferred	to	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	Mississippi.

As	a	wholly-owned	subsidiary,	System	Energy	dividends	its	earnings	to	Entergy	Corporation	at	a	percentage	determined	monthly.		Currently,	all	of	System	Energy's	retained	earnings	are	available	for distribution.

System	Energy's	sources	to	meet	its	capital	requirements	include:

·  debt	issuances;	and

System	Energy	may	refinance,	redeem,	or	otherwise	retire	debt	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	stock	issuances	by	System	Energy	require	prior	regulatory	approval.		Debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	its	bond	indentures	and	other	agreements.		System Energy	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

System	Energy	has	obtained	a	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow,	through	October	2013,	up	to	the	aggregate	amount,	at	any	one	time	outstanding, of	$200	million.		See	Note	4	to	the	financial	statements	for	further	discussion	of	System	Energy's	short-term	borrowing	limits.		System	Energy	has	also	obtained	an	order	from	the	FERC	authorizing long-term	securities	issuances.		The	current	long-term	authorization	extends	through	July	2013.

System	Energy's	receivables	from	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $120,424 | $97,948 | $90,507 | $42,915 |

System	Energy	owns	and	operates	Grand	Gulf.		System	Energy	is,	therefore,	subject	to	the	risks	related	to	owning	and	operating	a	nuclear	plant.		These	include	risks	from	the	use,	storage, handling	and	disposal	of	high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from	events	at	other	plants,	limitations	on	the	amounts	and	types	of insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial	uncertainties	related	to	decommissioning	nuclear	plants	at	the	end	of	their	licensed lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.		In	the	event	of	an	unanticipated	early	shutdown	of	Grand	Gulf,	System	Energy	may	be	required	to	provide	additional	funds	or	credit support	to	satisfy	regulatory	requirements	for	decommissioning.

System	Energy's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic	substances	and	hazardous	and solid	 wastes,	 and	 other	 environmental	 matters.	 	 Management	 believes	 that	 System	 Energy	 is	 in	 substantial	 compliance	 with	 environmental	 regulations	 currently	 applicable	 to	 its	 facilities	 and operations.		Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

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

|  | Change	in | Impact	on	2011 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $795 | $9,826 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $446 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $330 | $2,031 |

|  | Change	in | Impact	on	2011 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $368 | $2,141 |
| Discount\trate | (0.25%) | $287 | $2,441 |

Total	qualified	pension	cost	for	System	Energy	in	2011was	$6.9	million.		System	Energy	anticipates	2012	qualified	pension	cost	to	be	$11.5	million.		System	Energy	contributed	$28.4	million to	its	qualified	pension	plans	in	2011and	expects	to	contribute	approximately	$8.9	million	in	2012	although	the	required	pension	contributions	will	not	be	known	with	more	certainty	until	the	January	1, 2012	valuations	are	completed	by	April	1,	2012.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	System	Energy	in	2011	were	$4.1	million,	including	$1.4	million	in	savings	due	to	the	estimated	effect	of	future	Medicare Part	D	subsidies.		System	Energy	expects	2012	postretirement	health	care	and	life	insurance	benefit	costs	to	approximate	$5.6	million,	including	$1.4	million	in	savings	due	to	the	estimated	effect	of future	Medicare	Part	D	subsidies.		System	Energy	anticipates	contributions	for	postretirement	health	care	and	life	insurance	benefits	costs	to	be	$4.1	million	in	2012.

# To	the	Board	of	Directors	and	Shareholder	of System	Energy	Resources,	Inc.

We	have	audited	the	accompanying	balance	sheets	of	System	Energy	Resources,	Inc.	(the	"Company")	as	of	December	31,	2011	and	2010,	and	the	related	income	statements,	statements	of	cash	flows, and	statements	of	changes	in	common	equity	(pages	388	through	392	and	applicable	items	in	pages	53	through	194)	for	each	of	the	three	years	in	the	period	ended	December	31,	2011.	These	financial statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	System	Energy	Resources,	Inc.	as	of	December	31,	2011	and	2010,	and	the	results	of	its operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | \t$563,411 | \t$558,584 | \t$554,007 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\t\t\tgas\tpurchased\tfor\tresale | 76,353 | 69,962 | 63,877 |
| \t\t\tNuclear\trefueling\toutage\texpenses | 16,314 | 17,398 | 19,186 |
| \t\t\tOther\toperation\tand\tmaintenance | 136,495 | 124,690 | 120,707 |
| Decommissioning | 31,460 | 31,374 | 29,451 |
| Taxes\tother\tthan\tincome\ttaxes | 21,425 | 23,412 | 24,246 |
| Depreciation\tand\tamortization | 142,543 | 138,641 | 140,056 |
| Other\tregulatory\tcredits\t-\tnet | (11,781) | (12,040) | (17,525) |
| TOTAL | 412,809 | 393,437 | 379,998 |
| OPERATING\tINCOME | 150,602 | 165,147 | 174,009 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 22,359 | 9,892 | 12,484 |
| Interest\tand\tinvestment\tincome | 8,294 | 12,639 | 4,507 |
| Miscellaneous\t-\tnet | (699) | (518) | (1,813) |
| TOTAL | 29,954 | 22,013 | 15,178 |
| INTEREST\tEXPENSE |  |  |  |
| Interest\texpense | 48,117 | 51,912 | 47,570 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (6,711) | (3,425) | (4,192) |
| TOTAL | 41,406 | 48,487 | 43,378 |
| INCOME\tBEFORE\tINCOME\tTAXES | 139,150 | 138,673 | 145,809 |
| Income\ttaxes | 74,953 | 56,049 | 96,901 |
| NET\tINCOME | \t$64,197 | \t$82,624 | \t$48,908 |

|  | 2011 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | \t$64,197 | \t$82,624 | \t$48,908 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning,\tincluding\tnuclear\tfuel\tamortization | 229,715 | 219,552 | 169,507 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 14,923 | (1,536) | 211,297 |
| \t\tChanges\tin\tassets\tand\tliabilities: |  |  |  |
| \t\t\t\tReceivables | (5,512) | (728) | (2,296) |
| \t\t\t\tAccounts\tpayable | 17,275 | (14,351) | 11,574 |
| \t\t\t\tTaxes\taccrued\tand\tprepaid\ttaxes | 160,494 | 1,327 | 5,413 |
| \t\t\t\tInterest\taccrued | (38,305) | 3,503 | 2,667 |
| \t\t\t\tOther\tworking\tcapital\taccounts | 11,260 | (15,287) | 11,672 |
| \t\t\t\tProvisions\tfor\testimated\tlosses | - | (2,009) | (16) |
| \t\t\t\tOther\tregulatory\tassets | 10,874 | (4,948) | (4,824) |
| \t\t\t\tPension\tand\tother\tpostretirement\tliabilities | 34,474 | 29,797 | 3,440 |
| \t\t\t\tOther\tassets\tand\tliabilities | (68,714) | (47,539) | (39,465) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 430,681 | 250,405 | 417,877 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (234,753) | (156,766) | (90,778) |
| Proceeds\tfrom\tthe\ttransfer\tof\tdevelopment\tcosts | - | 100,280 | - |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 22,359 | 9,892 | 12,484 |
| Nuclear\tfuel\tpurchases | (59,755) | (129,504) | - |
| Proceeds\tfrom\tsale\tof\tnuclear\tfuel | 12,420 | - | 180 |
| Changes\tin\tother\tinvestments | - | 25,560 | - |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 203,444 | 322,789 | 392,959 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (232,636) | (349,398) | (416,597) |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | (22,476) | (7,441) | (47,592) |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (311,397) | (184,588) | (149,344) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | - | 55,385 | - |
| Retirement\tof\tlong-term\tdebt | (78,161) | (41,715) | (28,440) |
| Changes\tin\tcredit\tborrowings\t-\tnet | (38,264) | 20,003 | - |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (76,000) | (100,200) | (75,300) |
| Other | (5,474) | - | (3,099) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (197,899) | (66,527) | (106,839) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (78,615) | (710) | 161,694 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 263,772 | 264,482 | 102,788 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t$185,157 | \t$263,772 | \t$264,482 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid\t(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | \t$40,719 | \t$35,540 | \t$48,005 |
| \t\tIncome\ttaxes | \t$(100,889) | \t$55,963 | \t$(120,352) |

| Cash | $30,961 | $903 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments | 154,196 | 262,869 |
| \t\t\t\t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 185,157 | 263,772 |
| Accounts\treceivable: |  |  |
| \t\tAssociated\tcompanies | 172,943 | 147,180 |
| \t\tOther | 7,294 | 5,070 |
| \t\t\t\tTotal\taccounts\treceivable | 180,237 | 152,250 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 86,333 | 84,077 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 9,479 | 22,627 |
| Prepaid\ttaxes | - | 68,039 |
| Prepayments\tand\tother | 1,111 | 1,142 |
| TOTAL | 462,317 | 591,907 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Decommissioning\ttrust\tfunds | 423,409 | 387,876 |
| TOTAL | 423,409 | 387,876 |
| UTILITY\tPLANT |  |  |
| Electric | 3,438,424 | 3,362,422 |
| Property\tunder\tcapital\tlease | 491,023 | 489,175 |
| Construction\twork\tin\tprogress | 357,826 | 210,536 |
| Nuclear\tfuel | 157,967 | 155,282 |
| TOTAL\tUTILITY\tPLANT | 4,445,240 | 4,217,415 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 2,518,190 | 2,417,811 |
| UTILITY\tPLANT\t-\tNET | 1,927,050 | 1,799,604 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tRegulatory\tasset\tfor\tincome\ttaxes\t-\tnet | 124,777 | 126,642 |
| \t\tOther\tregulatory\tassets | 287,796 | 296,715 |
| Other | 20,016 | 21,326 |
| TOTAL | 432,589 | 444,683 |
| TOTAL\tASSETS | \t$3,245,365 | \t$3,224,070 |

| Currently	maturing	long-term	debt | $110,163 | $33,740 |
| :--- | :--- | :--- |
| Short-term\tborrowings | - | 38,264 |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 8,032 | 6,520 |
| \t\tOther | 63,331 | 38,447 |
| Taxes\taccrued | 92,455 | - |
| Accumulated\tdeferred\tincome\ttaxes | 3,428 | 8,508 |
| Interest\taccrued | 17,776 | 56,081 |
| Other | 2,591 | 2,258 |
| TOTAL | 297,776 | 183,818 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 652,418 | 617,012 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 57,865 | 54,755 |
| Other\tregulatory\tliabilities | 214,745 | 201,364 |
| Decommissioning | 445,352 | 452,782 |
| Pension\tand\tother\tpostretirement\tliabilities | 139,719 | 105,245 |
| Long-term\tdebt | 636,885 | 796,728 |
| Other | 42 | - |
| TOTAL | 2,147,026 | 2,227,886 |
| Commitments\tand\tContingencies |  |  |
| COMMON\tEQUITY |  |  |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t1,000,000\tshares; |  |  |
| \t\tissued\tand\toutstanding\t789,350\tshares\tin\t2011\tand\t2010 | 789,350 | 789,350 |
| Retained\tearnings | 11,213 | 23,016 |
| TOTAL | 800,563 | 812,366 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | \t$3,245,365 | \t$3,224,070 |

|  | Common	Stock | Retained	Earnings | Total |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Balance\tat\tDecember\t31,\t2008 | \t$789,350 | \t$66,984 | \t$856,334 |
| Net\tincome | - | 48,908 | 48,908 |
| Common\tstock\tdividends | - | (75,300) | (75,300) |
| Balance\tat\tDecember\t31,\t2009 | \t$789,350 | \t$40,592 | \t$829,942 |
| Net\tincome | - | 82,624 | 82,624 |
| Common\tstock\tdividends | - | (100,200) | (100,200) |
| Balance\tat\tDecember\t31,\t2010 | \t$789,350 | \t$23,016 | \t$812,366 |
| Net\tincome | - | 64,197 | 64,197 |
| Common\tstock\tdividends | - | (76,000) | (76,000) |
| Balance\tat\tDecember\t31,\t2011 | \t$789,350 | \t$11,213 | \t$800,563 |

|  | 2011 | 2010 | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tThousands) |  |  |
| Operating\trevenues | \t$563,411 | \t$558,584 | \t$554,007 | \t$528,998 | \t$553,193 |
| Net\tIncome | \t$64,197 | \t$82,624 | \t$48,908 | \t$91,067 | \t$136,081 |
| Total\tassets | \t$3,245,365 | \t$3,224,070 | \t$3,135,651 | \t$2,945,390 | \t$2,858,760 |
| Long-term\tobligations\t(1) | \t$636,885 | \t$796,728 | \t$728,253 | \t$832,697 | \t$824,824 |
| Electric\tenergy\tsales\t(GWh) | 9,293 | 8,692 | 9,898 | 8,475 | 8,440 |

Information	regarding	the	registrant's	properties	is	included	in	Part	I.	Item	1.	-	Business	under	the	sections	titled	"Utility	-	Property	and	Other	Generation	Resources"	and	"Entergy	Wholesale Commodities	-	Property"	in	this	report.

# Item	3.					Legal	Proceedings

Details	of	the	registrant's	material	environmental	regulation	and	proceedings	and	other	regulatory	proceedings	and	litigation	that	are	pending	or	those	terminated	in	the	fourth	quarter	of	2011	are discussed	in	Part	I.	Item	1.	-	Business	under	the	sections	titled	"Retail	Rate	Regulation",	"Environmental	Regulation",	and	"Litigation"	and	"Impairment	of	Long-Lived	Assets"	in	Note	1	to	the financial	statements	in	this	report.

# Item	4.				Mine	Safety	Disclosures

Not	applicable.

# EXECUTIVE	OFFICERS	OF	ENTERGY	CORPORATION

(a) In	addition,	this	officer	is	an	executive	officer	and/or	director	of	various	other	wholly	owned	subsidiaries	of	Entergy	Corporation	and	its	operating	companies.

(b) Mr.	Taylor	has	advised	Entergy	that	he	intends	to	retire	from	the	positions	indicated	effective	May	31,	2012.

(c) Mr.	Sloan	served	as	Executive	Vice	President,	General	Counsel	and	Secretary	of	Entergy	Corporation	through	January	27,	2012	and	in	the	other	positions	indicated	through	February	3,

2012.		Through	February	3,	2012,	Mr.	Sloan	also	served	as	an	executive	officer	and/or	director	of	various	other	wholly	owned	subsidiaries	of	Entergy	Corporation	and	its	operating	companies.

(d) Mr.	Brown	has	served	as	Senior	Vice	President	and	General	Counsel	of	Entergy	Corporation	from	January	27,	2012	and	as	Senior	Vice	President	and	General	Counsel	of	Entergy	Arkansas, Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	System	Energy	since	February	3,	2012.

(e) Mr.	Seamons	retired	from	Entergy	effective	January	2012.		Prior	to	his	retirement,	Mr.	Seamons	was	an	executive	officer	and/or	director	of	various	other	wholly	owned	subsidiaries	of	Entergy Corporation	and	its	operating	companies.

Each	officer	of	Entergy	Corporation	is	elected	yearly	by	the	Board	of	Directors.

# PART	II

# Item	5.				Market	for	Registrants'	Common	Equity	and	Related	Stockholder	Matters

The	shares	of	Entergy	Corporation's	common	stock	are	listed	on	the	New	York	Stock	and	Chicago	Stock	Exchanges	under	the	ticker	symbol	ETR.

The	high	and	low	prices	of	Entergy	Corporation's	common	stock	for	each	quarterly	period	in	2011	and	2010	were	as	follows:

|  | 2011 | 2011 | 2010 | 2010 |
| :--- | :--- | :--- | :--- | :--- |
|  | High | Low | High | Low |
|  |  | (In\tDollars) | (In\tDollars) |  |
| First | 74.50 | 64.72 | 83.09 | 75.25 |
| Second | 70.40 | 65.15 | 84.33 | 71.28 |
| Third | 69.14 | 57.60 | 80.80 | 70.35 |
| Fourth | 74.00 | 62.66 | 77.90 | 68.65 |

Consecutive	quarterly	cash	dividends	on	common	stock	were	paid	to	stockholders	of	Entergy	Corporation	in	2011	and	2010.		Quarterly	dividends	of	$0.83	per	share	were	paid	in	2011.		In	2010,	a dividend	of	$0.75	per	share	was	paid	in	the	first	quarter	and	dividends	of	$0.83	per	share	were	paid	in	the	last	three	quarters.

As	of	January	31,	2012,	there	were	35,096	stockholders	of	record	of	Entergy	Corporation.

# Unregistered	Sales	of	Equity	Securities	and	Use	of	Proceeds

# Issuer	Purchases	of	Equity	Securities	(1)

| Period | Total	Number	of<br>Shares	Purchased | Average	Price	Paid<br>per	Share | Total	Number	of<br>Shares	Purchased	as<br>Part	of	a	Publicly<br>Announced	Plan | Maximum	$	Amount<br>of	Shares	that	May<br>Yet	be	Purchased	Under<br>a	Plan	(2) |
| :--- | :--- | :--- | :--- | :--- |
| 10/01/2011-10/31/2011 | - | $- | - | $350,052,918 |
| 11/01/2011-11/30/2011 | - | $- | - | $350,052,918 |
| 12/01/2011-12/31/2011 | - | $- | - | $350,052,918 |
| Total | - | $- | - |  |

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.		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.

(1) See	Note	12	to	the	financial	statements	for	additional	discussion	of	the	stock-based	compensation	plans.

(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.

There	is	no	market	for	the	common	stock	of	Entergy	Corporation's	wholly	owned	subsidiaries.		Cash	dividends	on	common	stock	paid	by	the	Registrant	Subsidiaries	during	2011	and	2010,	were	as follows:

| Entergy	Arkansas | $117.8 | $173.4 |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates\tLouisiana | $302.0 | $124.3 |
| Entergy\tLouisiana | $358.2 | $- |
| Entergy\tMississippi | $3.3 | $43.4 |
| Entergy\tNew\tOrleans | $42.0 | $47.0 |
| Entergy\tTexas | $5.8 | $86.4 |
| System\tEnergy | $76.0 | $100.2 |

Information	with	respect	to	restrictions	that	limit	the	ability	of	the	Registrant	Subsidiaries	to	pay	dividends	is	presented	in	Note	7	to	the	financial	statements.

# Item	6.				Selected	Financial	Data

Refer	to	"SELECTED	FINANCIAL	DATA	-	FIVE-YEAR	COMPARISON	OF	ENTERGY	CORPORATION	AND	SUBSIDIARIES,	ENTERGY	ARKANSAS,	INC.	AND	SUBSIDIARIES, ENTERGY	GULF	STATES	LOUISIANA,	L.L.C., 	ENTERGY	LOUISIANA,	LLC,	ENTERGY	MISSISSIPPI,	INC.,	ENTERGY	NEW	ORLEANS,	INC.,	ENTERGY	TEXAS,	INC.	AND SUBSIDIARIES,	and	SYSTEM	ENERGY	RESOURCES,	INC."	which	follow	each	company's	financial	statements	in	this	report,	for	information	with	respect	to	selected	financial	data	and	certain operating	statistics.

# Item	7.				Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

# Refer	to	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	OF	ENTERGY	CORPORATION	AND	SUBSIDIARIES,	ENTERGY	ARKANSAS,	INC.	AND	SUBSIDIARIES,

ENTERGY	GULF	STATES,	LOUISIANA, 	L.L.C.,	ENTERGY	LOUISIANA,	LLC,	ENTERGY	MISSISSIPPI,	INC.,	ENTERGY	NEW	ORLEANS,	INC.,	ENTERGY	TEXAS,	INC.	AND SUBSIDIARIES,	and	SYSTEM	ENERGY	RESOURCES,	INC."

# Item	7A.		Quantitative	and	Qualitative	Disclosures	About	Market	Risk

Refer	to	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	OF	ENTERGY	CORPORATION	AND	SUBSIDIARIES	-	Market	and	Credit	Risk	Sensitive	Instruments."

# Item	8.					Financial	Statements	and	Supplementary	Data

Refer	to	"TABLE	OF	CONTENTS	-	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."

# Item	9.					Changes	In	and	Disagreements	With	Accountants	On	Accounting	and	Financial	Disclosure

No	event	that	would	be	described	in	response	to	this	item	has	occurred	with	respect	to	Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi, Entergy	New	Orleans,	Entergy	Texas,	or	System	Energy.

# Item	9A.		Controls	and	Procedures

# Disclosure	Controls	and	Procedures

As	of	December	31,	2011,	evaluations	were	performed	under	the	supervision	and	with	the	participation	of	Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana, Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	(individually	"Registrant"	and	collectively	the	"Registrants")	management,	including	their	respective	Principal	Executive Officers	(PEO)	and	Principal	Financial	Officers	(PFO).		The	evaluations	assessed	the	effectiveness	of	the	Registrants'	disclosure	controls	and	procedures.		Based	on	the	evaluations,	each	PEO	and	PFO has	concluded	that,	as	to	the	Registrant	or	Registrants	for	which	they	serve	as	PEO	or	PFO,	the	Registrant's	or	Registrants'	disclosure	controls	and	procedures	are	effective	to	ensure	that	information required	to	be	disclosed	by	each	Registrant	in	reports	that	it	files	or	submits	under	the	Securities	Exchange	Act	of	1934	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified in	Securities	and	Exchange	Commission	rules	and	forms;	and	that	the	Registrant's	or	Registrants'	disclosure	controls	and	procedures	are	also	effective	in	reasonably	assuring	that	such	information	is accumulated	and	communicated	to	the	Registrant's	or	Registrants'	management,	including	their	respective	PEOs	and	PFOs,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

# Internal	Control	over	Financial	Reporting

The	managements	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")	are	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	for	the	Registrants.		Each	Registrant's internal	control	system	is	designed	to	provide	reasonable	assurance	regarding	the	preparation	and	fair	presentation	of	each	Registrant's	financial	statements	presented	in	accordance	with	generally accepted	accounting	principles.

All	internal	control	systems,	no	matter	how	well	designed,	have	inherent	limitations.		Therefore,	even	those	systems	determined	to	be	effective	can	provide	only	reasonable	assurance	with	respect	to financial	statement	preparation	and	presentation.

Each	Registrant's	management	assessed	the	effectiveness	of	each	Registrant's	internal	control	over	financial	reporting	as	of	December	31,	2011.		In	making	this	assessment,	each	management	used	the criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	Internal	Control	-	Integrated	Framework.

Based	on	each	management's	assessment	and	the	criteria	set	forth	by	COSO,	each	Registrant's	management	believes	that	each	Registrant	maintained	effective	internal	control	over	financial	reporting	as of	December	31,	2011.

The	Registrants'	registered	public	accounting	firm	has	issued	an	attestation	report	on	each	Registrant's	internal	control	over	financial	reporting.

# 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	December	31,	2011	and	found	no	change	that	has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	internal	control	over	financial	reporting.

# Attestation	Report	of	Registered	Public	Accounting	Firm

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Corporation	and	Subsidiaries	(the	"Corporation")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Corporation's	management	is	responsible	for	maintaining	effective	internal	control	over financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to express	an	opinion	on	the	Corporation's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and	perform	the	audit	to	obtain reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit	included	obtaining	an	understanding	of	internal	control	over financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	the	company's	principal	executive	and	principal	financial	officers,	or	persons	performing similar	functions,	and	effected	by	the	company's	board	of	directors,	management,	and	other	personnel	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management	override	of	controls,	material	misstatements	due	to	error	or fraud	may	not	be	prevented	or	detected	on	a	timely	basis.	Also,	projections	of	any	evaluation	of	the	effectiveness	of	the	internal	control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that the	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	Corporation	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2011,	based	on	the	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	financial	statements	as	of	and	for	the	year	ended December	31,	2011	of	the	Corporation	and	our	report	dated	February	27,	2012	expressed	an	unqualified	opinion	on	those	consolidated	financial	statements.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Arkansas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2011,	based	on	the	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	financial	statements	as	of	and	for	the	year	ended December	31,	2011	of	the	Company	and	our	report	dated	February	27,	2012	expressed	an	unqualified	opinion	on	those	consolidated	financial	statements.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Gulf	States	Louisiana,	L.L.C.	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	financial	statements	as	of	and	for	the	year	ended	December	31,	2011	of the	Company	and	our	report	dated	February	27,	2012	expressed	an	unqualified	opinion	on	those	financial	statements.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Louisiana,	LLC	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Mississippi,	Inc.	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	—	Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and	perform	the	audit	to	obtain reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit	included	obtaining	an	understanding	of	internal	control	over financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	assessed	risk,	and	performing	such	other procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	New	Orleans,	Inc.	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

# To	the	Board	of	Directors	and	Shareholder	of

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Texas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	have	audited	the	internal	control	over	financial	reporting	of	System	Energy	Resources,	Inc.	(the	"Company")	as	of	December	31,	2011,	based	on	criteria	established	in	Internal	Control	—	Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

# PART	III

# Item	10.		Directors	and	Executive	Officers	of	the	Registrants	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New Orleans	and	Entergy	Texas)

Information	required	by	this	item	concerning	directors	of	Entergy	Corporation	is	set	forth	under	the	heading	"Item	1	–	Election	of	Directors"	contained	in	the	Proxy	Statement	of	Entergy	Corporation,	to be	filed	in	connection	with	its	Annual	Meeting	of	Stockholders	to	be	held	May	4,	2012,	and	is	incorporated	herein	by	reference.

All	officers	and	directors	listed	below	held	the	specified	positions	with	their	respective	companies	as	of	the	date	of	filing	this	report,	unless	otherwise	noted.

# Officers

# ENTERGY	LOUISIANA,	LLC

# Directors

Each	director	and	officer	of	the	applicable	Entergy	company	is	elected	yearly	to	serve	by	the	unanimous	consent	of	the	sole	stockholder	with	the	exception	of	the	directors	and	officers	of	Entergy	Gulf States	Louisiana,	L.L.C.	and	Entergy	Louisiana,	LLC,	who	are	elected	yearly	to	serve	by	the	unanimous	consent	of	the	sole	common	membership	owners,	EGS	Holdings,	Inc.	and	Entergy	Louisiana Holdings,	respectively.		Entergy	Corporation's	directors	are	elected	annually	at	the	annual	meeting	of	shareholders.		Entergy	Corporation's	officers	are	elected	at	the	annual	meeting	of	the	Board	of Directors.

# Corporate	Governance	Guidelines	and	Committee	Charters

Each	of	the	Audit,	Corporate	Governance	and	Personnel	Committees	of	Entergy	Corporation's	Board	of	Directors	operates	under	a	written	charter.		In	addition,	the	full	Board	has	adopted	Corporate Governance	Guidelines.		Each	charter	and	the	guidelines	are	available	through	Entergy's	website	(www.entergy.com)	or	upon	written	request.

# Audit	Committee	of	the	Entergy	Corporation	Board

The	following	directors	are	members	of	the	Audit	Committee	of	Entergy	Corporation's	Board	of	Directors:

Steven	V.	Wilkinson	(Chairman)

Maureen	S.	Bateman

# Stuart	L.	Levenick

# Blanche	L.	Lincoln

All	Audit	Committee	members	are	independent.		For	purposes	of	independence	of	members	of	the	Audit	Committee,	an	independent	director	also	may	not	accept	directly	or	indirectly	any	consulting, advisory	or	other	compensatory	fee	from	Entergy	or	be	affiliated	with	Entergy	as	defined	in	SEC	rules.		All	Audit	Committee	members	possess	the	level	of	financial	literacy	and	accounting	or	related financial	management	expertise	required	by	the	NYSE	rules.		Steven	V.	Wilkinson	qualifies	as	an	"audit	committee	financial	expert,"	as	that	term	is	defined	in	the	SEC	rules.

# Code	of	Ethics

The	Board	of	Directors	has	adopted	a	Code	of	Business	Conduct	and	Ethics	for	Members	of	the	Board	of	Directors.		The	code	is	available	through	Entergy's	website	(www.entergy.com)	or	upon	written request.		The	Board	has	also	adopted	a	Code	of	Business	Conduct	and	Ethics	for	Employees	that	includes	Special	Provision	Relating	to	Principal	Executive	Officer	and	Senior	Financial	Officers.		The Code	of	Business	Conduct	and	Ethics	for	Employees	is	to	be	read	in	conjunction	with	Entergy's	omnibus	code	of	integrity	under	which	Entergy	operates	called	the	Code	of	Entegrity	as	well	as	system policies.		All	employees	are	required	to	abide	by	the	Codes.		Non-bargaining	employees	are	required	to	acknowledge	annually	that	they	understand	and	abide	by	the	Code	of	Entegrity.		The	Code	of Business	Conduct	and	Ethics	for	Employees	and	the	Code	of	Entegrity	are	available	through	Entergy's	website	(www.entergy.com)	or	upon	written	request.

# Source	of	Nominations	to	the	Board	of	Directors;	Nominating	Procedure

The	Corporate	Governance	Committee	has	adopted	a	policy	on	consideration	of	potential	director	nominees.		The	Committee	will	consider	nominees	from	a	variety	of	sources,	including	nominees suggested	by	shareholders,	executive	officers,	fellow	board	members,	or	a	third	party	firm	retained	for	that	purpose.		It	applies	the	same	procedures	to	all	nominees	regardless	of	the	source	of	the nomination.

Any	party	wishing	to	make	a	nomination	should	provide	a	written	resume	of	the	proposed	candidate,	detailing	relevant	experience	and	qualifications,	as	well	as	a	list	of	references.		The	Committee	will review	the	resume	and	may	contact	references.		It	will	decide	based	on	the	resume	and	references	whether	to	proceed	to	a	more	detailed	investigation.	If	the	Committee	determines	that	a	more	detailed investigation	of	the	candidate	is	warranted,	it	will	invite	the	candidate	for	a	personal	interview,	conduct	a	background	check	on	the	candidate,	and	assess	the	ability	of	the	candidate	to	provide	any	special skills	or	characteristics	identified	by	the	Committee	or	the	Board.

# Section	16(a)	Beneficial	Ownership	Reporting	Compliance

Information	called	for	by	this	item	concerning	the	directors	and	officers	of	Entergy	Corporation	is	set	forth	in	the	Proxy	Statement	of	Entergy	Corporation	to	be	filed	in	connection	with	its	Annual Meeting	of	Stockholders	to	be	held	on	May	4,	2012,	under	the	heading	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance",	which	information	is	incorporated	herein	by	reference.

# Item	11.		Executive	Compensation

Information	concerning	the	directors	and	officers	of	Entergy	Corporation	is	set	forth	in	the	Proxy	Statement	under	the	headings	"Compensation	Discussion	and	Analysis,"	"Executive	Compensation Tables,"	"Nominees	for	the	Board	of	Directors,"	and	"Non-Employee	Director	Compensation,"	all	of	which	information	is	incorporated	herein	by	reference.

# ENTERGY	ARKANSAS,	ENTERGY	GULF	STATES	LOUISIANA,	ENTERGY	LOUISIANA,	ENTERGY	MISSISSIPPI,	ENTERGY	NEW	ORLEANS	AND	ENTERGY	TEXAS

# COMPENSATION	DISCUSSION	AND	ANALYSIS

# Introduction

In	this	section,	the	salaries	and	other	compensation	elements	paid	in	2011	to	the	Chief	Executive	Officers	("CEOs"),	the	Principal	Financial	Officer	("PFO"),	the	three	other	most	highly compensated	executive	officers	other	than	the	CEO	and	PFO	(collectively,	the	"Named	Executive	Officers")	of	each	of	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans	and	Entergy	Texas	(the	"Subsidiaries")	are	discussed	and	analyzed.		Entergy	believes	the	executive	pay	programs	described	herein	and	in	the	accompanying	tables	have played	a	material	role	in	its	ability	to	drive	strong	financial	results	and	to	attract	and	retain	a	highly	experienced	and	successful	management	team.		The	purpose	of	this	section	is	to	provide	investors	with material	information	necessary	to	understand	the	compensation	policies	for	the	Named	Executive	Officers.		This	section	should	be	read	in	combination	with	the	more	detailed	compensation	tables	and other	data	presented	elsewhere	in	this	report.		For	information	regarding	the	compensation	of	the	named	executive	officers	of	Entergy	Corporation,	see	the	Proxy	Statement	of	Entergy	Corporation.

The	Named	Executive	Officers	are	identified	in	the	Summary	Compensation	Table	immediately	following	this	Compensation	Discussion	and	Analysis.		Mr.	Leonard,	Mr.	Denault	and	Mr. Taylor	also	serve	as	executive	officers	of	Entergy	Corporation.		Mr.	Leonard,	Mr.	Denault	and	Mr.	Taylor	do	not	receive	additional	compensation	for	serving	as	Named	Executive	Officers	of	the Subsidiaries.		For	more	information	about	the	officers	of	the	Subsidiaries,	see	Part	III,	Item	10	of	this	report.

# Executive	Compensation	Best	Practices

On	an	ongoing	basis,	with	the	assistance	of	the	Personnel	Committee's	independent	executive	compensation	consultant,	the	Personnel	Committee	reviews	and	evaluates	Entergy's	overall approach	to	its	executive	compensation	programs.		It	undertakes	this	review	to	ensure	that	Entergy's	programs	continue	to	be	in	line	with	best	practices	of	other	companies	in	the	industry	as	well	as	other Fortune	500	companies.		As	a	result	of	this	process,	in	the	past	two	years	the	Personnel	Committee	has:

·  Eliminated	"gross	up"	payments	by	Entergy	with	respect	to	excise	taxes	due	on	the	payment	of	severance	benefits	to	the	named	executive	officers	in	the	case	of	a	change	in	control.		See "Benefits,	Perquisites,	Agreements	and	Post-Termination	Plans	-	Retention	Agreements	and	Other	Compensation	Arrangements."

·  Adopted	a	"clawback"	policy	providing	for	the	recoupment	by	the	Company	of	incentive	compensation	in	certain	circumstances.		See	"Compensation	Program	Administration	-	Executive Compensation	Governance."

·  Adopted	a	"double	trigger"	(requiring	both	a	change	in	control	and	an	involuntary	job	loss	or	substantial	diminution	of	duties)	for	the	acceleration	of	awards	under	the	2007	and	2011	Equity Ownership	and	Long-Term	Cash	Incentive	Plans.

·  Adopted	a	policy	prohibiting	hedging	transactions	in	Entergy's	common	stock	by	any	officer,	director	or	employee.		See	"Compensation	Program	Administration	-	Executive	Compensation Governance."

·  Reduced	the	maximum	payout	under	the	Long-Term	Performance	Unit	Program	(for	top	quartile	performance)	from	250%	to	200%	of	target	beginning	with	the	2011-2013	performance period,	combined	with	an	increase	in	the	minimum	payout	(for	third	quartile	performance)	from	10%	to	25%	of	target;	there	continues	to	be	no	payout	for	bottom	quartile	performance. ·  Modified	the	form	of	payout	for	the	Long-Term	Performance	Unit	Program,	beginning	with	the	2012-	2014	performance	period,	to	provide	that	participants	will	receive	their	awards	in	shares of	Entergy	common	stock	rather	than	in	cash,	with	officers	required	to	retain	these	shares	until	they	satisfy	their	stock	ownership	requirements.

·  Increased	the	portion	of	long-term	compensation	that	is	derived	from	performance	units	from	50%	to	60%	and	decreased	the	portion	that	is	derived	from	restricted	stock	and	stock	option grants	to	40%.

·  Eliminated	club	dues	as	a	perquisite	for	the	members	of	the	Office	of	Chief	Executive	and	eliminated	gross-up	payments	on	perquisites,	except	for	relocation	benefits.

·  Discontinued	financial	counseling	as	a	perquisite	for	all	executive	officers,	with	the	value	of	this	discontinued	perquisite	not	being	replaced	in	the	executive's	compensation.

·  Adopted	a	policy	that	prohibits	Entergy	Corporation	or	its	affiliates	from	engaging	the	independent	compensation	consultant	that	provides	executive	and	director	compensation	services	to	the Personnel	and	Corporate	Governance	Committees	or	its	affiliates	to	provide	other	services	to	Entergy	with	an	aggregate	value	in	excess	of	$120,000	in	any	year.		In	2011,	the	independent consultant	to	the	Committees	did	not	provide	any	services	to	Entergy	beyond	consulting	to	the	Personnel	Committee.

The	Personnel	Committee	also	considered	in	2011,	and	will	consider	in	the	future,	the	results	of	the	vote	of	the	shareholders	on	the	annual	advisory	vote	on	executive	compensation.		Given	the approximately	97%		level	of	support	for	Entergy's	executive	compensation	at	the	2011	Annual	Meeting,	the	Committee	believes	that	Entergy's	shareholders	are	generally	very	satisfied	with	the	pay practices	and	the	Committee	did	not	make	any	change	to	Entergy	Corporation's	executive	compensation	program	in	response	to	this	advisory	vote.

# 2011	Performance	and	Compensation

Pay	for	Performance	Philosophy.		Entergy's	compensation	programs	for	Named	Executive	Officers	are	based	on	a	philosophy	of	pay-for-performance	which	is	embodied	in	the	design	of	the annual	and	long-term	incentive	plans.		The	annual	incentive	plan	incentivizes	and	rewards	the	achievement	of	operational	and	financial	metrics	that	are	deemed	by	the	Board	to	be	consistent	with	the overall	goals	and	strategic	direction	that	the	Board	has	set	for	Entergy.		For	2011,	these	metrics	were	earnings	per	share	and	operating	cash	flow.		The	long-term	incentive	plan	was	comprised	for	many years	of	options	and	performance	unit	awards,	and	in	2011,	Entergy	added	restricted	stock	awards	to	the	program.		The	value	of	these	instruments	to	the	executive	is	directly	tied	to	the	performance	of the	stock	price,	thereby	aligning	the	interests	of	the	executives	and	the	stockholders.

2011	Performance	and	Significant	Achievements.		The	businesses	delivered	strong	financial	and	operational	performance	in	2011,	achieving	record	as	reported	earnings	per	share	for	the	seventh year	in	a	row	and	strong	operating	cash	flow,	despite	substantially	lagging	our	peer	group	in	total	shareholder	return.		We	believe	the	efforts	in	2011	also	have	positioned	the	Company	for	future	success, as	reflected	in	the	following	significant	achievements	and	recognitions:

·  Achieved	record	as	reported	earnings	of	$7.55	per	share	and	operating	cash	flow	of	approximately	$3.1	billion;

·  Returned	to	shareholders	nearly	$800	million	through	dividends	and	net	share	repurchases;

·  Proposed	the	transfer	of	control	of	the	utility	operating	companies'	transmission	assets	to	the	Midwest	Independent	System	Operator	Regional	Transmission	Organization	after	a	comprehensive review	and	analysis	indicated	up	to	$1.4	billion	in	potential	net	customer	savings	over	the	first	10	years;

·  Entered	into	agreements	for	the	spin-off	and	merger	with	ITC	Holdings	Corp.	of	the	Company's	transmission	business;

·  Obtained	20-year	license	renewal	from	the	Nuclear	Regulatory	Commission	for	Vermont	Yankee	nuclear	facility;

·  Acquired	the	Rhode	Island	State	Energy	Center	combined	cycle	gas	turbine	(CCGT)	plant;

·  Completed	the	acquisition	of	the	Acadia	power	station	with	full	cost	recovery;

·  Executed	agreements	and	made	appropriate	regulatory	filings	to	support	the	acquisitions	of	the	Hinds	and	Hot	Spring	generating	facilities	and	the	Ninemile	6	new	build	CCGT	project;

·  Completed	securitization	for	costs	associated	with	the	Little	Gypsy	project;

·  Successfully	resolved	formula	rate	plans;

·  Maintained	reliability	of	bulk	electric	system	through	2011	ice	events,	tornadoes	and	record	flooding;

·  Retained	an	evaluation	in	the	'excellence'	category	compared	to	peers	for	our	Pilgrim	and	Vermont	Yankee	nuclear	facilities,	making	a	total	of	five	plants	in	Entergy's	nuclear	fleet	currently with	this	evaluation;

·  Hedged	over	29	TWh	of	future	nuclear	energy	production;

·  Completed	record	runs	at	our	Pilgrim	and	Cooper	nuclear	facilities;

·  Included	on	the	Dow	Jones	Sustainability	North	America	Index,	marking	the	tenth	consecutive	year	on	either	the	DJSI	World	Index	or	DJSI	North	America	Index,	or	both;	and ·  Received	multiple	awards	and	recognition	for	economic	development,	community	relations,	corporate	citizenship,	climate	protection,	customer	service	and	nuclear	practices.

Application	 of	 Pay-for-Performance	 Philosophy. 	 Pay	 outcomes	 for	 the	 Named	 Executive	 Officers	 during	 2011	 clearly	 demonstrated	 the	 application	 of	 the	 pay-for-performance philosophy.		The	annual	incentive	program	is	tied	to	the	financial	performance	through	the	Entergy	Achievement	Multiplier	(the	performance	metric	used	to	determine	awards	under	the	Annual Incentive	Plan),	which	is	determined	based	on	Entergy's	success	in	achieving	the	earnings	per	share	and	operating	cash	flow	goals.		Entergy	substantially	exceeded	the	earnings	per	share	goal	of	$6.60 in	2011	by	$0.95	per	share,	while	falling	short	of	the	operating	cash	flow	goal	of	$3.35	billion	by	$221	million.		This	resulted	in	an	Entergy	Achievement	Multiplier	of	128%	of	the	executive's	target annual	incentive	plan	compensation,	with	the	Chief	Executive	Officer	receiving	an	award	equal	to	154%	of	his	base	salary	and	the	other	Named	Executive	Officers	each	receiving	awards	equal	to between	50%	and	90%	of	their	base	salaries.		For	additional	information	regarding	the	Annual	Incentive	Compensation	program	see	"Short-Term	Compensation	-	Non-Equity	Incentive	Plans	(Cash Bonus)."

This	contrasts	with	the	performance	under	the	long-term	incentives,	which	are	directly	tied	to	total	shareholder	return.		Under	the	Long-Term	Performance	Unit	Program,	Entergy	measures	performance over	a	three	year	period	by	assessing	Entergy's	total	shareholder	return	in	relation	to	the	total	shareholder	return	of	the	companies	included	in	the	Philadelphia	Utility	Index,	with	payouts	under	the	plan tied	directly	to	Entergy's	performance	in	relation	to	the	other	companies	in	the	index	over	the	performance	period.		Relative	total	shareholder	return	is	used	as	the	measure	of	performance	under	this program	because	it	encourages	the	executives	to	deliver	superior	shareholder	value	in	relation	to	Entergy's	peers	and	rewards	not	just	stock	appreciation,	but	also	the	ability	to	deliver	significant dividends	to	shareholders.		Notwithstanding	the	strong	overall	operational	and	financial	performance	in	2011,	the	total	shareholder	return	was	in	the	bottom	quartile	of	the	Philadelphia	Utility	Index	for the	2009-2011	performance	period,	which	resulted	in	a	zero	payout	for	the	performance	units	granted	in	2009.		Moreover,	many	of	the	stock	options	granted	to	the	Named	Executive	Officers	in	recent years	 have	 no	 intrinsic	 value,	 due	 to	 declines	 in	 Entergy's	 stock	 price	 since	 they	 were	 granted.	 	 For	 additional	 information	 regarding	 the	 long-term	 compensation	 program,	 see	 "Long-Term Compensation	-	Performance	Unit	Program."

# Objectives	of	the	Executive	Compensation	Program

# ·  The	greatest	part	of	the	compensation	of	the	Named	Executive	Officers	should	be	in	the	form	of	"at	risk"	performance-based	compensation	in	order	to	focus	the	executives	on	the achievement	of	superior	results.

The	executive	compensation	programs	are	designed	to	ensure	that	a	significant	percentage	of	the	total	compensation	of	the	Named	Executive	Officers	is	contingent	on	achievement	of performance	goals	that	drive	total	shareholder	return	and	result	in	increases	in	Entergy	Corporation's	common	stock	price.		For	example,	each	of	the	annual	cash	incentive	and	long-term	performance	unit programs	is	designed	to	pay	out	only	if	Entergy	achieves	pre-established	performance	goals.		If	minimum	established	performance	goals	are	not	achieved,	no	payouts	are	made	under	the	incentive programs.	Assuming	achievement	of	these	performance	goals	at	target	levels,	approximately	80%	of	the	annual	target	total	compensation	(excluding	non-qualified	supplemental	retirement	income)	of Entergy	Corporation's	Chief	Executive	Officer	is	at	risk	because	it	is	performance-based	compensation	and	the	remaining	20%	is

represented	by	base	salary.		For	Mr.	Denault	and	Mr.	Taylor,	assuming	achievement	of	performance	goals	at	the	target	levels,	approximately	65%	of	the	annual	target	total	compensation	(excluding	non- qualified	supplemental	retirement	income)	is	at	risk	because	it	is	performance-based	compensation	with	the	remaining	35%	represented	by	base	salary.		For	substantially	all	of	the	other	Named	Executive Officers,	assuming	achievement	of	performance	goals	at	the	target	levels,	at	least	50%	of	the	annual	target	total	compensation	(excluding	non-qualified	supplemental	retirement	income)	is	at	risk because	it	is	performance-based	compensation	with	the	remaining	50%	represented	by	base	salary.		Entergy	Corporation's	Chief	Executive	Officer's	total	compensation	is	at	greater	risk	than	the	other Named	Executive	Officers,	reflecting	both	market	practice	and	acknowledging	the	leadership	role	of	the	Chief	Executive	Officer	in	setting	company	policies	and	strategies.

# ·  A	substantial	portion	of	the	Named	Executive	Officers'	compensation	should	be	delivered	in	the	form	of	equity	awards.

To	align	the	economic	interests	of	the	Named	Executive	Officers	with	the	shareholders	of	Entergy	Corporation,	Entergy	believes	a	substantial	portion	of	its	total	compensation	should	be	in	the form	of	equity-based	awards.		In	2011,	awards	were	granted	in	the	form	of	restricted	stock,	stock	options	and	performance	units.		Stock	options	and	restricted	stock	generally	will	be	subject	to	time- based	vesting.		Performance	units	pay	out	only	if	Entergy	Corporation	achieves	specified	performance	targets	with	the	amount	of	payout	contingent	on	the	level	of	performance	achieved	and	Entergy's common	stock	price.		These	awards	focus	and	reward	executive	officers	on	building	shareholder	value.	Further,	beginning	with	the	2012-2014	performance	period,	the	performance	unit	program	will help	to	provide	an	even	greater	portion	of	the	officer's	total	compensation	in	equity,	as	these	awards	will	be	settled	in	shares	of	Entergy	common	stock	rather	than	in	cash.

# ·  The	compensation	programs	of	Entergy	Corporation	and	the	Subsidiaries	should	enable	the	companies	to	attract,	retain	and	motivate	executive	talent	by	offering	competitive compensation	packages.

It	is	in	the	shareholders'	best	interests	that	Entergy	Corporation	and	the	Subsidiaries	attract	and	retain	talented	executives	by	offering	compensation	packages	that	are	competitive.		Entergy Corporation's	Personnel	Committee	has	sought	to	develop	compensation	programs	that	deliver	total	target	compensation	in	the	aggregate	at	approximately	the	50th	percentile	of	the	market	data.

# The	Starting	Point

To	develop	a	competitive	compensation	program,	the	Personnel	Committee	annually	reviews	base	salary	and	other	compensation	data	from	two	sources:

·  Survey	Data:		The	Committee	uses	published	and	private	compensation	survey	data	to	develop	marketplace	compensation	levels	for	executive	officers.		The	data,	which	is	compiled	by	the Committee's	independent	compensation	consultant,	compares	the	current	compensation	opportunities	provided	to	each	of	the	executive	officers	against	the	compensation	opportunities	provided to	executives	holding	similar	positions	at	companies	with	corporate	revenues	consistent	with	the	revenues	of	Entergy	Corporation.		For	non-industry	specific	positions	such	as	a	chief	financial officer,	the	Committee	reviews	general	industry	data	for	total	cash	compensation	(base	salary	and	annual	incentive).		For	management	positions	that	are	industry-specific	such	as	Group President,	Utility	Operations,	the	Committee	reviews	data	from	energy	services	companies	for	total	cash	compensation.		However,	for	long-term	incentives,	all	positions	are	reviewed	relative	to utility	market	data.		The	survey	data	reviewed	by	the	Committee	covers	approximately	400	public	and	private	companies	in	general	industry	and	approximately	over	60	investor-owned companies	in	the	energy	services	sector.		In	evaluating	compensation	levels	against	the	survey	data,	the	Committee	considers	only	the	aggregated	survey	data.		The	identity	of	the	companies comprising	the	survey	data	is	not	disclosed	to,	or	considered	by,	the	Committee	in	its	decision-making	process	and,	thus,	is	not	considered	material	by	the	Committee.

The	Committee	uses	the	survey	data	to	develop	compensation	opportunities	that	deliver	total	target	compensation	at	approximately	the	50th	percentile	of	the	surveyed	companies.	This	survey data	is	used	as	the	primary	data	for	purposes	of	determining	target	compensation.		For	this	purpose,	the	Committee	reviews	the	results	of	the	survey	data	(organized	in	tabular	format)	comparing each	of	the	Named	Executive	Officer's	compensation	relative	to	the	25th,	50th	(or	median)	and	75th	percentile	of	the	surveyed	companies.		The	Committee	considers	its	objectives	to	have	been met	if	Entergy	Corporation's	Chief	Executive	Officer	and	the	eight	(8)	other	executive	officers	who	constitute	what	is	referred	to	as	the	Office	of	the	Chief	Executive	each	have	a	target compensation	package	that	falls	within	the	range	of	85	-	115	percentile	of	the	50th	percentile	of	the	companies	in	the	survey	data.		In	2011,	in	the	aggregate	the	target	compensation	of	all	of	the Named	Executive	Officers	fell	within	this	range.		Actual	compensation	received	by	an	individual	officer	may	be	above	or	below	the	50th	percentile	based	on	an	individual	officer's	skills, performance	and	responsibilities,	Entergy	Corporation	performance	and	internal	pay	equity.

·  Proxy	Analysis:		Although	the	survey	data	described	above	is	the	primary	data	source	used	in	determining	compensation,	the	Committee	reviews	data	derived	from	proxy	statements	as	an additional	point	of	analysis.		The	proxy	data	is	used	to	compare	the	compensation	levels	of	the	named	executive	officers	against	the	compensation	levels	of	the	corresponding	top	five	highest paid	executive	officers	from	the	companies	in	the	Philadelphia	Utilities	Index.		The	Personnel	Committee	does	not	target	Entergy's	executive	compensation	elements	against	the	companies included	in	the	index,	but	rather,	uses	the	proxy	analysis	to	evaluate	the	reasonableness	of	the	compensation	program.		The	proxy	market	data	compare	Entergy	executive	officers	to	other	proxy officers	based	on	pay	rank	without	regard	to	roles	and	responsibilities.		These	companies	are:

·	AES	Corporation

·	Ameren	Corporation

·	American	Electric	Power	Co.	Inc.

·	Exelon	Corporation

·	FirstEnergy	Corporation

·	NextEra	Energy

# Elements	of	the	Compensation	Program

The	major	components	of	the	2011	executive	compensation	program	are	presented	below:

Entergy's	executive	compensation	package	consists	of	a	combination	of	short-term	and	long-term	compensation	elements.	 	Short-term	compensation	included	base	pay	and	annual	cash incentive	awards	and	long-term	compensation	included	stock	options,	restricted	stock	and	performance	units.		All	of	the	incentive	plans	are	linked	to	Entergy's	financial	and	stock	performance	or	its total	shareholder	return	in	relation	to	its	peers.		The	executive	compensation	program	is	approved	by	Entergy's	Personnel	Committee,	which	consists	entirely	of	independent	board	members.

The	executive	compensation	programs	reflect	a	balanced	compensation	approach	to	incentivizing	and	rewarding	performance	by	combining	a	market-based	base	salary	with	reasonable	annual and	long-term	incentive	compensation	programs.		These	incentive	compensation	programs	are	designed	to	reward	the	executive	officers	if	they	attain	specified	annual	and	long-term	goals	while	taking an	appropriate	level	of	risk.

Compensation	decisions	for	each	executive	officer	are	made	after	taking	into	account	all	elements	of	the	officer's	compensation.		In	making	compensation	decisions,	Entergy	applies	the	same compensation	policies	to	all	of	the	executive	officers;	however,	the	application	of	these	policies	results	in	different	compensation	amounts	to	individual	executive	officers	because	of:	(i)	differences	in roles	and	responsibilities;	(ii)	differences	in	market-based	compensation	levels	for	specific	officer	positions;	(iii)	the	assessment	of	individual	performance;	(iv)	internal	equity;	and	(v)	variations	in business	unit	performance.

# Short-Term	Compensation

# ·  Base	Salary

Base	salary	is	a	component	of	each	Named	Executive	Officer's	compensation	package	because	the	Personnel	Committee	believes	it	is	appropriate	that	some	portion	of	the	compensation	that	is provided	to	these	officers	is	stable.		Also,	base	salary	remains	the	most	common	form	of	payment	throughout	all	industries.		Its	use	ensures	a	competitive	compensation	package	for	the	Named	Executive Officers.

The	Committee	(in	the	case	of	Mr.	Leonard,	Mr.	Denault	and	Mr.	Taylor)	determine	the	base	salaries	for	these	Named	Executive	Officers,	including	whether	to	grant	annual	merit	increases	in base	salary	based	on	the	following	factors:

·  Entergy	Corporation,	business	unit	and	individual	performance	during	the	prior	year;

·  Market	data;

·  Internal	pay	equity	and	the	executive	pay	structure;

·  The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officers;	and ·  Entergy's	Chief	Executive	Officer's	recommendations	for	the	Named	Executive	Officers	other	than	himself.

The	use	of	"internal	pay	equity"	in	setting	merit	increases	assists	the	Committee	in	determining	whether	a	change	in	an	executive	officer's	role	and	responsibilities	relative	to	other	executive officers	requires	an	adjustment	in	the	officer's	salary.	The	Committee	has	not	established	any	predetermined	formula	against	which	the	base	salary	of	one	Named	Executive	Officer	is	measured	against another	officer	or	employee.

In	2011,	the	Named	Executive	Officers	received	merit	increases	in	their	base	salaries	in	the	range	of	2	to	4	percent.		The	increases	in	base	salary	were	made	in	light	of	current	economic conditions	and	the	projected	growth	in	executive	salaries	in	2011	based	on	general	industry	surveys	obtained	from	human	resources	consulting	firms.

The	following	table	sets	forth	the	2011	base	salaries	for	the	Named	Executive	Officers.		Changes	in	base	salaries	were	effective	in	April	of	each	of	the	years	shown.

| Named	Executive	Officer | 2010	Base	Salary | 2011	Base	Salary |
| :--- | :--- | :--- |
| J.\tWayne\tLeonard | $1,291,500 | $1,323,800 |
| Leo\tP.\tDenault | $630,000 | $\t\t\t655,200 |
| Gary\tJ.\tTaylor | $570,000 | $\t\t\t592,800 |
| Theodore\tH.\tBunting,\tJr. | $350,448 | $\t\t\t359,209 |
| Joseph\tF.\tDomino | $317,754 | $\t\t\t324,104 |
| Haley\tR.\tFisackerly | $275,000 | $\t\t\t283,250 |
| Hugh\tT.\tMcDonald | $322,132 | $\t\t\t330,185 |
| William\tM.\tMohl | $325,000 | $\t\t\t335,550 |
| Charles\tL.\tRice,\tJr. | $240,000 | $\t\t\t247,200 |

Mr.	Leonard's	base	salary	is	larger	than	the	other	Named	Executive	Officers	because	of	his	leadership	role	in	setting	company	policies	and	strategic	planning	and	reflects	market	practice	for	salaries	for chief	executive	officers	of	similarly	sized	companies.

# ·  Non-Equity	Incentive	Plan	(Cash	Bonus)

Performance-based	incentives	are	included	in	the	Named	Executive	Officers'	compensation	packages	because	Entergy	believes	performance-based	incentives	encourage	the	Named	Executive Officers	to	pursue	objectives	consistent	with	the	overall	goals	and	strategic	direction	that	the	Entergy	Board	has	set	for	Entergy	Corporation	and	the	Subsidiaries.		Annual	incentive	plans	are	commonly used	by	companies	in	a	variety	of	industry	sectors	to	compensate	their	executive	officers	for	achieving	financial	and	operational	goals.

The	Named	Executive	Officers	participate	in	a	performance-based	cash	bonus	plan	known	as	the	Executive	Annual	Incentive	Plan	or	Executive	Incentive	Plan.		Under	the	plan,	Entergy	uses	a performance	metric	known	as	the	Entergy	Achievement	Multiplier	to	determine	the	percentage	of	target	annual	plan	awards	that	will	be	paid	each	year	to	each	Named	Executive	Officer.		Each	year	the Personnel	Committee	reviews	the	performance	measures	used	to	determine	the	Entergy	Achievement	Multiplier.		In	December	2010,	the	Personnel	Committee	decided	to	retain	the	performance measures	used	in	2010.		Accordingly,	the	2011	performance	measures	used	to	determine	the	Entergy	Achievement	Multiplier	were	consolidated	earnings	per	share	and	operating	cash	flow,	with	each measure	weighted	equally.		The	Committee	selected	these	performance	measures	because:

·  earnings	per	share	and	operating	cash	flow	have	both	a	correlative	and	causal	relationship	to	shareholder	value	over	the	long-term;

·  earnings	per	share	and	operating	cash	flow	targets	are	aligned	with	externally-communicated	goals;	and

·  earnings	per	share	and	operating	cash	flow	results	are	readily	available	in	earning	releases	and	SEC	filings.

In	addition,	these	measures	are	used	by	a	number	of	other	companies,	including	the	companies	in	the	Philadelphia	Utility	Index,	as	components	of	their	incentive	programs.		For	example, approximately	72	percent	of	the	industry	peer	group	companies	use	earnings	per	share	as	an	incentive	measure.

The	Committee	sets	minimum,	target	and	maximum	achievement	levels	under	the	Executive	Incentive	Plan.		Payouts	for	performance	between	minimum	and	target	achievement	levels	and	between target	and	maximum	levels	are	calculated	using	straight	line	interpolation.		If	Entergy	does	not	achieve	its	minimum	achievement	levels,	no	payout	occurs	under	the	Executive	Incentive	Plan.		In	general, the	Committee	seeks	to	establish	target	achievement	levels	such	that	the	relative	difficulty	of	achieving	the	target	level	is	consistent	from	year	to	year.		Over	the	past	five	years	ending	with	2011,	the average	Entergy	Achievement	Multiplier	was	136%	of	target.

In	December	2010,	the	Committee	set	the	2011	target	awards	for	incentives	to	be	paid	for	2011	under	the	Executive	Incentive	Plan.		As	a	percentage	of	base	salary,	the	target	awards	for	certain of	Entergy	named	executive	officers	were	set	as	follows:		J.	Wayne	Leonard,	CEO	of	Entergy	Corporation	(120%);	Leo	P.	Denault,	Executive	Vice	President	and	Chief	Financial	Officer	(70%);	and Gary	J.	Taylor,	Group	President	Utility	Operations	(70%).		The	Committee	based	its	decision	on	the	target	awards	for	Mr.	Denault	and	Mr.	Taylor	on	the	recommendation	of	Entergy's	Chief	Executive Officer.

In	setting	these	target	awards,	the	Personnel	Committee	considered	several	factors,	including:

·  Analysis	provided	by	the	Committee's	independent	compensation	consultant	as	to	compensation	practices	at	the	industry	peer	group	companies	and	the	general	market	for	companies	the size	of	Entergy	Corporation;

·  Competitiveness	of	the	compensation	plans	and	Entergy's	ability	to	attract	and	retain	top	executive	talent;

·  The	individual	performance	of	each	Entergy	named	executive	officer	(other	than	the	Chief	Executive	Officer	of	Entergy	Corporation)	as	evaluated	by	the	Chief	Executive	Officer	of	Entergy Corporation;

·  Target	bonus	levels	in	the	market	for	comparable	positions;

·  The	desire	to	ensure	that	a	substantial	portion	of	total	compensation	is	performance-based;

·  The	relative	importance	of	the	short-term	performance	goals	established	pursuant	to	the	Executive	Incentive	Plan;

·  The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officers;	and

·  Entergy's	Chief	Executive	Officer's	recommendations	for	the	Named	Executive	Officers	other	than	himself.

The	Committee	established	a	higher	target	percentage	for	Mr.	Leonard	compared	to	the	other	Named	Executive	Officers	to	reflect	the	following	factors:

·  Market	practices	that	compensate	chief	executive	officers	at	greater	potential	compensation	levels	with	more	"pay	at	risk"	than	other	executive	officers. ·  The	Personnel	Committee's	assessment	of	Mr.	Leonard's	strong	performance	based	on	the	Board's	annual	performance	evaluation,	in	which	the	Board	reviews	and	assesses	Mr.	Leonard's performance	based	on	critical	factors	such	as:		leadership,	strategic	planning,	financial	results,	succession	planning,	communications	with	all	of	Entergy's	stakeholders,	external	relations with	the	communities	and	industries	in	which	Entergy	Corporation	operates	and	his	relationship	with	the	Board.

The	target	awards	for	the	other	Named	Executive	Officers	were	set	as	follows:		Joseph	F.	Domino,	CEO	-	Entergy	Texas	(50%);	Hugh	T.	McDonald,	CEO	-	Entergy	Arkansas	(50%);	Haley Fisackerly,	CEO	-	Entergy	Mississippi	(40%);	William	M.	Mohl	(60%),	CEO	-	Entergy	Gulf	States	and	Entergy	Louisiana;	Charles	L.	Rice,	Jr.	(40%),	CEO	-	Entergy	New	Orleans	and	Theodore	H. Bunting,	Jr.	-	Principal	Accounting	Officer	-	the	Subsidiaries	(60%).

The	target	awards	for	the	Named	Executive	Officers	(other	than	Entergy	named	executive	officers)	were	set	by	their	respective	supervisors	(subject	to	ultimate	approval	of	Entergy's	Chief Executive	Officer)	who	allocated	a	potential	incentive	pool	established	by	the	Personnel	Committee	among	various	of	their	direct	and	indirect	reports.		In	setting	the	target	awards,	the	supervisor	took into	account	considerations	similar	to	those	used	by	the	Personnel	Committee	in	setting	the	target	awards	for	Entergy's	Named	Executive	Officers.

Target	awards	are	set	based	on	an	executive	officer's	current	position	and	executive	management	level	within	the	Entergy	organization.		Executive	management	levels	at	Entergy	range	from Level	1	thorough	Level	4.		Mr.	Denault	and	Mr.	Taylor	hold	positions	in	Level	2	whereas	Mr.	Bunting	and	Mr.	Mohl	hold	positions	in	Level	3	and	Mr.	Domino,	Mr.	Fisackerly,	Mr.	McDonald	and	Mr. Rice	hold	positions	in	Level	4.		Accordingly,	their	respective	incentive	targets	differ	one	from	another	based	on	the	external	market	data	developed	by	the	Committee's	independent	compensation consultant	and	the	other	factors	noted	above.

In	December	2010,	the	Committee	determined	the	Executive	Incentive	Plan	targets	to	be	used	for	purposes	of	establishing	annual	bonuses	for	2011.		The	Committee's	determination	of	the	target levels	was	made	after	full	Board	review	of	management's	2011	financial	plan	for	Entergy	Corporation,	upon	recommendation	of	the	Finance	Committee,	and	after	the	Committee's	determination	that	the established	targets	aligned	with	Entergy	Corporation's	anticipated	2011	financial	performance	as	reflected	in	the	financial	plan.		The	targets	established	to	measure	management	performance	against	as reported	results	were:

|  | Minimum | Target | Maximum |
| :--- | :--- | :--- | :--- |
| Earnings\tPer\tShare\t($) | $6.10 | $6.60 | $7.10 |
| Operating\tCash\tFlow\n($\tin\tBillions) | $2.97 | $3.35 | $3.70 |

In	January	2012,	after	reviewing	earnings	per	share	and	operating	cash	flow	results	against	the	performance	objectives	in	the	above	table,	the	Committee	determined	that	Entergy	Corporation	had exceeded	as	reported	earnings	per	share	target	of	$6.60	by	$0.95	in	2011	while	falling	short	of	the	operating	cash	flow	goal	of	$3.35	billion	by	$221	million	in	2011.		In	accordance	with	the	terms	of	the Annual	Incentive	Plan,	in	January	2012,	the	Personnel	Committee	certified	the	2012	Entergy	Achievement	Multiplier	at	128%	of	target.

Under	the	terms	of	the	Management	Effectiveness	Program,	the	Entergy	Achievement	Multiplier	is	automatically	increased	by	25	percent	for	the	members	of	the	Office	of	the	Chief	Executive	if	the	pre- established	underlying	performance	goals	established	by	the	Personnel	Committee	are	satisfied	at	the	end	of	the	performance	period,	subject	to	the	Personnel	Committee's	discretion	to	adjust	the automatic	multiplier	downward	or	eliminate	it	altogether.		In	accordance	with	Section	162(m)	of	the	Internal	Revenue	Code,	the	multiplier	which	Entergy	refers	to	as	the	Management	Effectiveness Factor	is	intended	to	provide	the	Committee	a	mechanism	to	take	into	consideration	specific	achievement	factors	relating	to	the	overall	performance	of	Entergy	Corporation.		In	January	2012,	the Committee	eliminated	the	Management	Effectiveness	Factor	with	respect	to	the	2011	incentive	awards,	reflecting	the	Personnel	Committee's	determination	that	the	Entergy	Achievement	Multiplier,	in and	of	itself	without	the	Management	Effectiveness	Factor,	was	consistent	with	the	performance	levels	achieved	by	management.

The	annual	incentive	awards	for	the	Named	Executive	Officers	(other	than	Mr.	Leonard,	Mr.	Denault	and	Mr.	Taylor)	are	awarded	from	an	incentive	pool	approved	by	the	Committee.		From	this	pool, each	Named	Executive	Officer's	supervisor	determines	the	annual	incentive	payment	based	on	the	Entergy	Achievement	Multiplier.		The	supervisor	has	the	discretion	to	increase	or	decrease	the	multiple used	to	determine	an	incentive	award	based	on	individual	and	business	unit	performance.		The	incentive	awards	are	subject	to	the	ultimate	approval	of	Entergy's	Chief	Executive	Officer.

The	following	table	shows	the	Executive	Incentive	Plan	payments	as	a	percentage	of	base	salary	for	2011	based	on	an	Entergy	Achievement	Multiplier	of	128%	as	well	as	the	incentive	awards	for	each Named	Executive	Officer:

| Named	Executive	Officer | Target | Percentage | 2011	Annual |
| :--- | :--- | :--- | :--- |
|  |  | Base\tSalary | Incentive\tAward |
| J.\tWayne\tLeonard | 120% | 154% | $2,033,356 |
| Leo\tP.\tDenault | 70% | 90% | $\t\t\t587,059 |
| Gary\tJ.\tTaylor | 70% | 90% | $\t\t\t531,148 |
| Theodore\tH.\tBunting,\tJr. | 60% | 111% | $\t\t\t400,000 |
| Joseph\tF.\tDomino | 50% | 66% | $\t\t\t215,000 |
| Haley\tR.\tFisackerly | 40% | 53% | $\t\t\t150,000 |
| Hugh\tT.\tMcDonald | 50% | 65% | $\t\t\t210,000 |
| William\tM.\tMohl | 60% | 79% | $\t\t\t265,000 |
| Charles\tL.\tRice,\tJr. | 40% | 53% | $\t\t\t130,000 |

# Nuclear	Retention	Plan

Some	of	Entergy's	executive	officers,	including	Mr.	Taylor,	participate	in	a	retention	plan	for	officers	and	other	leaders	with	special	expertise	in	the	nuclear	industry.		The	Committee	authorized this	retention	plan	to	attract	and	retain	management	talent	in	the	nuclear	power	field,	a	field	that	requires	unique	technical	and	other	expertise	that	is	in	great	demand	in	the	utility	industry.		This	type	of retention	plan	is	not	an	uncommon	practice	among	companies	that	operate	nuclear	power	plants.		Mr.	Taylor's	participation	in	the	plan	covers	a	three-year	period	that	began	on	January	1,	2009	and terminated	with	the	January	2012	payment.		In	January	2010,	2011	and	2012,	in	accordance	with	the	terms	and	conditions	of	the	plan,	Mr.	Taylor	received	a	cash	bonus	equal	to	30%	of	his	base	salary	as of	January	1,	2009.		Mr.	Taylor's	participation	in	the	plan	(with	respect	to	the	period	covered	and	percentage	of	base	salary	paid)	is	consistent	with	the	level	of	participation	of	other	employees	who participate	in	the	Plan.		Mr.	Taylor	has	advised	Entergy	Corporation	that	he	intends	to	resign	from	his	position	as	Group	President,	Utility	Operations,	effective	May	31,	2012.

# Long-Term	Compensation

Entergy's	goal	for	long-term	incentive	compensation	is	to	focus	and	reward	executive	officers	for	building	shareholder	value	and	to	increase	the	executive	officers'	ownership	in	Entergy Corporation	common	stock.		In	the	long-term	incentive	programs,	Entergy	uses	a	mix	of	performance	units,	restricted	stock	and	stock	options.		Performance	units	reward	the	Named	Executive	Officers on	the	basis	of	total	shareholder	return,	which	is	a	measure	of	stock	appreciation,	dividend	payments	and	stock	price	relative	to	the	companies	in	the	Philadelphia	Utility	Index.		Restricted	stock	ties	the executive	officers'	long-term	financial	interest	to	the	long-term	financial	interests	of	the	shareholders.		Stock	options	provide	a	direct	incentive	for	increasing	the	price	of	Entergy	Corporation	common stock.		In	addition,	restricted	stock	units	have	occasionally	been	awarded	for	retention	purposes	or	to	offset	forfeited	compensation	in	order	to	attract	officers	and	managers	from	other	companies.		The target	value	of	long-term	incentive	compensation	granted	is	allocated	60%	to	performance	units	and	40%	to	a	combination,	equally	divided,	of	stock	options	and	restricted	stock,	all	based	on	their	grant date	values.

Each	of	the	performance	units,	shares	of	restricted	stock	and	stock	options	granted	to	the	Named	Executive	Officers	in	2011	were	awarded	under	the	2007	Equity	Ownership	and	Long	Term Cash	Incentive	Plan	of	Entergy	Corporation,	which	is	referred	to	as	the	2007	Equity	Ownership	Plan.		At	Entergy's	2011	Annual	Meeting,	Entergy's	shareholders	approved	the	2011	Equity	Ownership and	Long	Term	Cash	Incentive	Plan	or	2011	Equity	Ownership	Plan.		Any	equity	award	granted	after	that	date	will	be	granted	under	the	2011	Equity	Ownership	Plan.

# ·  Performance	Unit	Program

Entergy	issues	performance	unit	awards	to	the	Named	Executive	Officers	under	its	Long-Term	Performance	Unit	Program.		Historically,	each	performance	unit	equals	the	cash	value	of	one share	of	Entergy	Corporation	common	stock	at	the	end	of	the	three-year	performance	period.		Each	unit	also	earns	the	cash	equivalent	of	the	dividends	paid	during	the	performance	period.		Dividends accrued	during	the	performance	period	are	paid	out	only	to	the	extent	the	performance	measures	are	achieved	and	a	payout	under	the	program	for	that	period	occurs.		The	Long-Term	Performance	Unit Program	is	structured	to	reward	Named	Executive	Officers	only	if	performance	goals	set	by	the	Personnel	Committee	are	met.		The	Personnel	Committee	has	no	discretion	to	make	awards	if	minimum performance	goals	are	not	achieved.		Beginning	with	the	2012-2014	performance	period,	upon	vesting,	the	performance	units	granted	under	the	Long-Term	Performance	Unit	Program	will	be	settled	in shares	of	Entergy	Corporation	common	stock	rather	than	cash.		Accrued	dividends	on	any	shares	earned	under	the	plan	will	also	be	converted	and	paid	in	shares	of	Entergy	Corporation	common stock.		Entergy	modified	the	form	of	payment	to	align	the	method	of	payment	with	market	practice	and	to	encourage	the	executives	to	own	shares	of	Entergy	Corporation	common	stock.		Executives	are required	to	retain	after-tax	shares	issued	under	the	Long-Term	Performance	Unit	Program	until	they	have	achieved	their	prescribed	level	of	stock	ownership	under	the	stock	ownership	guidelines.

The	Long-Term	Performance	Unit	Program	provides	a	minimum,	target	and	maximum	achievement	level.		Performance	is	measured	by	assessing	Entergy	Corporation's	total	shareholder	return relative	to	the	total	shareholder	return	of	the	companies	in	the	Philadelphia	Utility	Index.		The	Personnel	Committee	identified	the	Philadelphia	Utility	Index	as	the	industry	peer	group	for	total shareholder	return	performance	because	the	companies	represented	in	this	index	closely	approximate	Entergy	Corporation	in	terms	of	size	and	scale.		The	Personnel	Committee	chose	total	shareholder return	as	a	measure	of	performance	because	it	assesses	Entergy	Corporation's	creation	of	shareholder	value	relative	to	other	electric	utilities	over	the	performance	period.		It	also	takes	into	account dividends	paid	by	the	companies	in	this	index	and	normalizes	events	that	affect	the	industry	as	a	whole.		Minimum,	target	and	maximum	performance	levels	are	determined	by	reference	to	the	percentile ranking	of	Entergy	Corporation's	total	shareholder	return	against	the	total	shareholder	return	of	the	companies	in	the	Philadelphia	Utility	Index.		At	any	given	time,	a	participant	in	the	Long-Term Performance	Unit	Program	may	be	participating	in	three	performance	periods.		Currently	participants	are	participating	in	the	2010-2012,	the	2011-2013	and	the	2012-2014	performance	periods.

The	2011-2013	Performance	Unit	Program	Grant.		Subject	to	achievement	of	the	performance	levels,	the	Personnel	Committee	established	target	amounts	of	26,000	performance	units	for Mr.	Leonard;	and	5,900	performance	units	for	each	of	Mr.	Denault	and	Mr.	Taylor	for	the	2011-2013	performance	period.	 	The	target	amounts	for	the	other	Named	Executive	Officers	are	as follows:		2,500	performance	units	for	Mr.	Bunting	and	Mr.	Mohl;	1,200	performance	units	for	each	of	Mr.	Domino,	Mr.	McDonald,	Mr.	Fisackerly	and	Mr.	Rice.		The	range	of	payouts	under	the program	is	shown	below.

| Performance	Levels: | Minimum | Target | Maximum |
| :--- | :--- | :--- | :--- |
| Total\tShareholder\tReturn | 25th\tpercentile | 50th\tpercentile | 75th\tpercentile |
| Payouts | 25%\tof\tTarget | 100%\t\tof\tTarget | 200%\tof\tTarget |

There	is	no	payout	for	performance	below	the	25th	percentile.		Payouts	between	minimum	and	target	and	target	and	maximum	are	calculated	using	straight	line	interpolation.	Beginning	with	the	2011- 2013	performance	period,	Entergy	reduced	the	maximum	payout	under	the	Long-Term	Performance	Unit	Program	from	250%	to	200%	of	target	and	increased	the	minimum	payout	from	10%	to	25%	of target	to	better	align	with	market	practice.

The	Personnel	Committee	sets	payout	opportunities	for	the	Long-Term	Performance	Unit	Program	at	the	outset	of	each	performance	period.		In	determining	payout	opportunities,	the	Committee considers	several	factors,	including:

·  The	advice	of	the	Committee's	independent	compensation	consultant	regarding	compensation	practices	at	the	industry	peer	group	companies;

·  Competitiveness	of	Entergy's	compensation	plans	and	their	ability	to	attract	and	retain	top	executive	talent;

·  Target	long-term	compensation	values	in	the	market	for	similar	jobs;

·  The	desire	to	ensure,	as	described	above,	that	a	substantial	portion	of	total	compensation	is	performance-based;

·  The	relative	importance	of	the	long-term	performance	goals	established	pursuant	to	the	Performance	Unit	Program;

·  Entergy's	Chief	Executive	Officer's	recommendation	for	the	Named	Executive	Officers	other	than	himself.

The	Committee	established	a	higher	target	amount	for	Mr.	Leonard	compared	to	the	other	Named	Executive	Officers	based	on	the	following	factors:

·  Mr.	Leonard's	leadership	and	contributions	to	Entergy	Corporation's	success	as	measured	by,	among	other	things,	the	overall	performance	of	Entergy	Corporation. ·  Market	practices	that	compensate	chief	executive	officers	at	greater	potential	compensation	levels	with	more	"pay	at	risk"	than	other	named	executive	officers.

Payout	for	the	2009-2011	Performance	Period.		For	the	2009-2011	performance	period,	the	target	amounts	were:

·  		4,800	performance	units	for	Mr.	Denault	and	Mr.	Taylor;

·  					900	performance	units	each	for	Mr.	Domino,	Mr.	Fisackerly	and	Mr.	McDonald;	and

Participants	could	earn	performance	units	based	on	relative	total	shareholder	return	and	on	the	following	range	of	payouts:

| Performance	Level | Minimum | Target | Maximum |
| :--- | :--- | :--- | :--- |
| Total\tShareholder\tReturn | 25th\tpercentile | 50th\tpercentile | 75th\tpercentile |
| Payouts | 10%\tof\ttarget | 100%\tof\ttarget | 250%\tof\tTarget |

In	January	2012,	the	Committee	assessed	Entergy	Corporation's	total	shareholder	return	for	the	2009-2011	performance	period	in	order	to	determine	the	actual	number	of	performance	units	to be	paid	to	Performance	Unit	Program	participants	for	the	2009-2011	performance	period.		The	Committee	compared	the	Company's	total	shareholder	return	against	the	total	shareholder	return	of	the companies	that	comprise	the	Philadelphia	Utility	Index.	Based	on	this	comparison,	the	Committee	concluded	that	Entergy	Corporation's	performance	for	the	2009-2011	performance	period,	ranked	in the	bottom	quartile.		This	resulted	in	no	payout	under	the	Performance	Unit	Program	for	the	performance	period.

The	Personnel	Committee	and,	in	the	case	of	the	Named	Executive	Officers	(other	than	Mr.	Leonard,	Mr.	Denault	and	Mr.	Taylor),	Entergy's	Chief	Executive	Officer	and	the	Named	Executive Officer's	supervisor	consider	several	factors	in	determining	the	amount	of	stock	options	it	will	grant	to	the	Named	Executive	Officers,	including:

# ·  Individual	performance;

·  Prevailing	market	practice	in	stock	option	grants;

·  The	targeted	long-term	value	created	by	the	use	of	stock	options;

·  The	number	of	participants	eligible	for	stock	options,	and	the	resulting	"burn	rate"	(i.e.,	the	number	of	stock	options	authorized	divided	by	the	total	number	of	shares	outstanding)	to	assess the	potential	dilutive	effect;	and

·  The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officers	based	upon	Entergy's	Chief	Executive	Officer's	recommendations	for	the	Named Executive	Officers	other	than	himself.

For	stock	option	awards	to	the	Named	Executive	Officers	(other	than	Mr.	Leonard),	the	Committee's	assessment	of	individual	performance	of	each	Named	Executive	Officer	in	consultation	with Entergy	Corporation's	Chief	Executive	Officer,	which	involves	a	review	of	each	officer's	performance,	role	and	responsibilities,	strengths	and	developmental	opportunities	and	is	the	most	important factor	in	determining	the	number	of	options	awarded.		The	Committee	also	considers	the	significant	achievements	of	Entergy	for	the	prior	year.

The	following	table	sets	forth	the	number	of	stock	options	granted	to	each	Named	Executive	Officer	in	2011.		The	exercise	price	for	each	option	was	$72.79,	which	was	the	closing	price	of Entergy	Corporation	common	stock	on	the	date	of	grant.

| Named	Executive	Officer | Stock	Options |
| :--- | :--- |
| J.\tWayne\tLeonard | 70,000 |
| Leo\tP.\tDenault | 25,000 |
| Gary\tJ.\tTaylor | 20,000 |
| Theodore\tH.\tBunting,\tJr. | 6,800 |
| Joseph\tF.\tDomino | 2,900 |
| Haley\tR.\tFisackerly | 2,900 |
| Hugh\tT.\tMcDonald | 2,900 |
| Willliam\tM.\tMohl | 6,100 |
| Charles\tL.\tRice | 2,900 |

The	option	grants	awarded	to	the	Named	Executive	Officers	(other	than	Mr.	Leonard)	ranged	in	number	between	2,900	and	25,000	shares	and	were	determined	based	on	the	factors	described above.		In	the	case	of	Mr.	Leonard,	who	received	70,000	stock	options,	the	Committee	took	special	note	of	his	performance	as	Entergy	Corporation's	Chief	Executive	Officer.			The	number	of	options granted	 to	 the	 Named	 Executive	 Officers	 decreased	 from	 prior	 year	 grants	 as	 a	 result	 of	 the	 addition	 of	 awards	 of	 restricted	 stock	 in	 2011	 as	 part	 of	 the	 executives'	 long-term	 incentive compensation.		Forty	percent	of	the	target	value	of	the	long-term	incentive	compensation	for	2011	was	allocated	to	the	grant	of	stock	options	and	restricted	stock,	equally	divided	in	value,	based	on	their grant	date	values.		Entergy	added	restricted	stock	to	the	long-term	compensation	because	Entergy	believes	it	enhances	retention,	mitigates	the	burn	rate	and	assists	in	building	stock	ownership.

For	additional	information	regarding	stock	options	awarded	in	2011	to	each	of	the	Named	Executive	Officers,	see	the	2011	Grants	of	Plan-Based	Awards	table.

Under	Entergy's	equity	plans,	all	stock	options	must	have	an	exercise	price	equal	to	the	closing	fair	market	value	of	Entergy	Corporation	common	stock	on	the	date	of	grant.		In	2008,	Entergy Corporation	implemented	guidelines	that	require	an	executive	officer	to	achieve	and	maintain	a	level	of	Entergy	Corporation	stock	ownership	equal	to	a	multiple	of	his	or	her	salary.		Until	an	executive officer	satisfies	the	applicable	stock	ownership	guidelines	of	Entergy	Corporation	common	stock,	the	executive	officer	(including	a	Named	Executive	Officer)	upon	exercising	any	stock	option	granted on	or	after	January	1,	2003,	must	retain	at	least	75%	of	the	after-tax	net	profit	from	such	stock	option	exercise	in	the	form	of	Entergy	Corporation	common	stock.		The	equity	ownership	plans	prohibit the	repricing	of	"underwater"	stock	options	without	shareholder	approval.

Entergy	Corporation	has	not	adopted	a	formal	policy	regarding	the	granting	of	options	at	times	when	it	is	in	possession	of	material	non-public	information.		However,	Entergy	Corporation generally	grants	options	to	Named	Executive	Officers	only	during	the	month	of	January	in	connection	with	its	annual	executive	compensation	decisions.		On	occasion,	it	may	grant	options	to	newly	hired employees	or	existing	employees	for	retention	or	other	limited	purposes.

# ·  Restricted	Stock

During	2011,	the	Personnel	Committee	approved	a	change	in	the	long-term	incentive	awards	to	include	awards	of	restricted	stock	to	the	executive	officers.		The	grant	of	restricted	stock	awards replaced	a	portion	of	the	stock	option	awards	historically	granted	to	the	executive	officers.		Entergy	believes	this	change	enhances	retention,	mitigates	the	burn	rate	and	assists	in	building	ownership	of the	common	stock.

The	restricted	stock	awards	are	intended	to:

·  Align	the	interests	of	executive	officers	with	the	interests	of	shareholders	by	tying	executive	officers'	long-term	financial	interests	to	the	long-term	financial	interests	of	shareholders; ·  Act	as	a	retention	mechanism	for	the	key	executives	officers;	and

·  Maintain	a	market	competitive	position	for	total	compensation.

Shares	of	restricted	stock	vest	over	a	three-year	period,	have	voting	rights	and	accrue	dividends	during	the	vesting	period.		Upon	vesting,	shares	of	Entergy	common	stock	will	be	distributed along	with	the	dividends	that	have	accrued	on	the	vested	shares.		Officers	subject	to	the	stock	ownership	guidelines	will	be	required	to	retain	vested	shares	until	they	satisfy	the	stock	ownership guidelines.

The	Personnel	Committee	considers	several	factors	in	determining	the	amount	of	restricted	stock	it	will	grant	to	the	Named	Executive	Officers,	including:

·  Prevailing	market	practice	in	restricted	stock	grants;

·  The	targeted	long-term	value	created	by	the	use	of	restricted	stock;

·  The	number	of	participants	eligible	for	restricted	stock,	and	the	resulting	"burn	rate"	(i.e.,	the	number	of	restricted	shares	authorized	divided	by	the	total	number	of	shares	outstanding)	to	assess the	potential	dilutive	effect;	and

·  The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officers	based	upon	the	Chief	Executive	Officer's	recommendations	for	the	Named	Executive Officers	other	than	himself.

For	restricted	stock	awards,	the	Committee's	assessment	of	individual	performance	of	each	Named	Executive	Officer,	in	consultation	with	the	Chief	Executive	Officer,	involves	a	review	of	each officer's	performance,	role	and	responsibilities,	strengths	and	developmental	opportunities	is	the	most	important	factor	in	determining	the	number	of	shares	of	restricted	stock	awarded.		The	Committee also	considers	the	significant	achievements	of	Entergy	for	the	prior	year.

The	following	table	sets	forth	the	number	of	shares	of	restricted	stock	granted	to	each	Named	Executive	Officer	in	2011.

| Named	Exeutive	Officer | Shares	of	Restricted	Stock |
| :--- | :--- |
| J.\tWayne\tLeonard | 11,500 |
| Leo\tP.\tDenault | 5,000 |
| Gary\tJ.\tTaylor | 3,000 |
| Theodore\tH.\tBunting,\tJr. | 1,750 |
| Joseph\tF.\tDomino | 900 |
| Haley\tR.\tFisackerly | 900 |
| Hugh\tT.\tMcDonald | 900 |
| William\tM.\tMohl | 1,100 |
| Charles\tL.\tRice | 650 |

The	shares	of	restricted	stock	awarded	to	the	named	executive	officers	(other	than	the	Chief	Executive	Officer)	ranged	in	number	between	650	and	5,000	shares	and	were	determined	based	on the	factors	described	above.		In	the	case	of	Entergy's	Chief	Executive	Officer,	who	received	11,500	shares	of	restricted	stock	in	2011,	the	Committee	took	special	note	of	Mr.	Leonard's	performance	as Entergy	Corporation's	Chief	Executive	Officer.

# Benefits,	Perquisites,	Agreements	and	Post-Termination	Plans

# ·  Pension	Plan,	Pension	Equalization	Plan	and	System	Executive	Retirement	Plan

The	Named	Executive	Officers	are	eligible	to	participate	in	the	Pension	Plan,	Pension	Equalization	Plan	and	System	Executive	Retirement	Plan.		The	Committee	believes	that	these	plans	are	an important	part	of	the	Named	Executive	Officers'	compensation	program.		These	plans	are	important	in	the	recruitment	of	top	talent	in	the	competitive	market,	as	these	types	of	supplemental	plans	are typically	found	in	companies	of	similar	size	to	Entergy.		These	plans	serve	a	critically	important	role	in	the	retention	of	the	senior	executives,	as	benefits	from	these	plans	generally	increase	for	each	year that	these	executives	remain	employed	by	an	Entergy	system	company.		The	plans	thereby	encourage	the	most	senior	executives	to	remain	employed	by	Entergy	and	continue	their	work	on	behalf	of Entergy's	shareholders.

The	Named	Executive	Officers	participate	in	an	Entergy	Corporation-sponsored	pension	plan	that	covers	a	broad	group	of	employees.		This	pension	plan	is	a	funded,	tax-qualified,	noncontributory defined	benefit	pension	plan.		Benefits	under	the	pension	plan	are	based	upon	an	employee's	years	of	service	with	an	Entergy	system	company	and	the	employee's	average	monthly	rate	of	"Eligible Earnings"	(which	generally	includes	the	employee's	salary	and	eligible	incentive	awards,	other	than	incentive	awards	paid	under	the	Executive	Incentive	Plan)	for	the	highest	consecutive	60	months during	the	120	months	preceding	termination	of	employment.		Benefits	under	the	tax-qualified	plan	are	payable	monthly	after	attainment	of	at	least	age	55	and	after	separation	from	an	Entergy	system company.		The	amount	of	annual	earnings	that	may	be	considered	in	calculating	benefits	under	the	tax-qualified	pension	plan	is	limited	by	federal	law.

Benefits	under	the	tax-qualified	pension	plan	in	which	the	Named	Executive	Officer	participates	are	calculated	as	an	annuity	payable	at	age	65	and	equal	to	1.5%	of	a	participant's	Eligible Earnings	multiplied	by	years	of	service.		Years	of	service	under	the	pension	plan	formula	cannot	exceed	40.		Contributions	to	the	pension	plan	are	made	entirely	by	the	employer	and	are	paid	into	a	trust fund	from	which	the	benefits	of	participants	will	be	paid.

Entergy	Corporation	sponsors	the	Pension	Equalization	Plan,	which	is	available	to	a	select	group	of	management	and	highly	compensated	employees,	including	the	Named	Executive	Officers (other	than	Entergy's	Chief	Executive	Officer).		The	Pension	Equalization	Plan	is	a	non-qualified	unfunded	supplemental	retirement	plan	that	provides	for	the	payment	to	participants	from	an	Entergy System	employer's	general	assets	a	single	lump	sum	cash	distribution	upon	separation	from	service	generally	equal	to	the	actuarial	present	value	of	the	difference	between	the	amount	that	would	have been	payable	as	an	annuity	under	the	tax-qualified	pension	plan,	but	for	Internal	Revenue	Code	limitations	on	pension	benefits	and	earnings	that	may	be	considered	in	calculating	tax-qualified	pension benefits,	and	the	amount	actually	payable	as	an	annuity	under	the	tax-qualified	pension	plan.		The	Pension	Equalization	Plan	also	takes	into	account	as	"Eligible	Earnings"	any	incentive	awards	paid under	the	Executive	Incentive	Plan.

Entergy	Corporation	also	sponsors	the	System	Executive	Retirement	Plan,	which	is	available	to	Entergy's	approximately	60	officers,	including	the	Named	Executive	Officers	(other	than Entergy's	Chief	Executive	Officer).		Participation	in	the	System	Executive	Retirement	Plan	requires	individual	approval	by	the	plan	administrator.		An	employee	participating	in	both	the	System Executive	Retirement	Plan	and	the	Pension	Equalization	Plan	is	eligible	to	receive	only	the	greater	of	the	two	single-sum	benefits	computed	in	accordance	with	the	terms	and	conditions	of	each	plan.

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

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

|  | Executives	at |  | Executives	at |
| :--- | :--- | :--- | :--- |
| Years\tof | Management | Executives\tat\tManagement | Management |
| Service | Level\t1 | Level\t3\tand\tabove | Level\t4 |
| 20\tyears | 55.0% | 50.0% | 45.0% |
| 30\tyears | 65.0% | 60.0% | 55.0% |

Mr.	Leonard's	retention	agreement	(as	further	discussed	below)	provides	that,	in	lieu	of	his	participation	in	the	Pension	Equalization	Plan	and	the	System	Executive	Retirement	Plan,	upon	the termination	of	his	employment	(unless	such	termination	is	for	Cause,	as	defined	in	the	agreement),	he	will	be	entitled	to	receive	a	benefit	equal	to	60%	of	his	Final	Average	Compensation	(as	described	in the	description	of	the	System	Executive	Retirement	Plan	above)	calculated	as	a	single	life	annuity	and	payable	as	an	actuarial	equivalent	lump	sum.		This	benefit	will	be	reduced	by	other	benefits	to which	he	is	entitled	from	any	Entergy	Corporation-sponsored	pension	plan	or	prior	employer	pension	plans.	The	terms	of	Mr.	Leonard's	Supplemental	Retirement	Benefit	were	negotiated	at	the	time	his employment	with	Entergy	Corporation	commenced	and	were	designed	to,	among	other	things,	offset	the	loss	of	benefits	resulting	from	Mr.	Leonard's	resignation	from	his	prior	employer.		At	the	time that	Entergy	recruited	Mr.	Leonard,	he	had	accumulated	twenty-five	years	of	seniority	with	his	prior	employer	and	had	served	as	an	executive	officer	for	that	employer	for	over	ten	years	and	in	an officer-level	capacity	for	over	fifteen	years.

The	Entergy	System	company	employer	of	Mr.	Taylor	and	Mr.	Denault	has	agreed	to	provide	service	credit	to	each	of	them	under	either	the	Pension	Equalization	Plan	or	the	System	Executive Retirement	Plan.	Entergy	System	company	employers	typically	offer	these	service	credit	benefits	as	one	element	of	the	total	compensation	package	offered	to	new	mid-level	or	senior	executives	that	are recruited	from	other	companies.		By	offering	these	executives	"credited	service,"	Entergy	Corporation	is	able	to	compete	more	effectively	to	hire	these	employees	by	mitigating	the	potential	loss	of	their pension	benefits	resulting	from	accepting	employment	within	the	Entergy	system.

See	the	2011	Pension	Benefits	table	for	additional	information	regarding	the	operation	of	the	plans	described	under	this	caption.

# ·  Savings	Plan

The	Named	Executive	Officers	are	eligible	to	participate	in	an	Entergy	Corporation-sponsored	Savings	Plan	that	covers	a	broad	group	of	employees.		This	is	a	tax-qualified	retirement	savings plan,	wherein	total	combined	before-tax	and	after-tax	contributions	may	not	exceed	30	percent	of	a	participant's	base	salary	up	to	certain	contribution	limits	defined	by	law.		In	addition,	under	the Savings	Plan,	the	participant's	employer	matches	an	amount	equal	to	seventy	cents	for	each	dollar	contributed	by	participating	employees,	including	the	Named	Executive	Officers,	on	the	first	six	percent of	their	Earnings	(as	defined	in	the	Savings	Plan)	for	that	pay	period.		Entergy	Corporation	maintains	the	Savings	Plan	for	employees	of	participating	Entergy	System	companies,	including	the	Named Executive	Officers,	because	it	wishes	to	encourage	employees	to	save	some	percentage	of	their	cash	compensation	for	their	eventual	retirement.		The	Savings	Plan	permits	employees	to	make	such savings	in	a	manner	that	is	relatively	tax	efficient.		This	type	of	savings	plan	is	also	a	critical	element	in	attracting	and	retaining	talent	in	a	competitive	market.

# ·  Executive	Deferred	Compensation

The	Named	Executive	Officers	are	eligible	to	defer	up	to	100%	of	their	Executive	Incentive	Plan	and	Long-Term	Performance	Unit	Program	awards	into	either	or	both	the	Entergy-sponsored Executive	Deferred	Compensation	Plan	and	the	equity	plan.		In	addition,	they	are	eligible	to	defer	up	to	100%	of	their	base	salary	into	the	Executive	Deferred	Compensation	Plan.

Entergy	provides	these	benefits	because	the	Committee	believes	it	is	standard	market	practice	to	permit	officers	to	defer	the	cash	portion	of	their	compensation.		The	Committee	believes	that providing	this	benefit	is	important	as	a	retention	and	recruitment	tool	as	many,	if	not	all,	of	the	companies	with	which	they	compete	for	executive	talent	provide	a	similar	arrangement	to	the	senior employees.

All	deferral	amounts	represent	an	unfunded	 liability	of	 the	employer.	 	Amounts	deferred	 into	 the	equity	plan	are	deemed	 invested	 in	phantom	shares	of	Entergy	Corporation	common stock.		Amounts	deferred	under	the	Executive	Deferred	Compensation	Plan	are	deemed	invested	in	one	or	more	of	the	available	investment	options	(generally	mutual	funds)	offered	under	the	Savings Plan.

Entergy	does	not	"match"	amounts	that	are	deferred	by	employees	pursuant	to	the	Executive	Deferred	Compensation	Plan	or	equity	plan.		With	the	exception	of	allowing	for	the	deferral	of federal	and	state	taxes,	no	additional	benefits	are	provided	to	the	Named	Executive	Officer	for	deferring	any	of	the	above	payments.		Any	increase	in	value	of	the	deferred	amounts	results	solely	from	the increase	in	value	of	the	deemed	investment	options	selected	by	the	Named	Executive	Officer	(phantom	Entergy	stock	or	mutual	funds	available	under	the	Savings	Plan).

Additionally,	Mr.	Leonard	currently	has	a	deferred	account	balance	under	a	frozen	Defined	Contribution	Restoration	Plan.		These	amounts	are	deemed	invested	in	the	options	available	under this	plan.

# ·  Health	&	Welfare	Benefits

The	Named	Executive	Officers	are	eligible	to	participate	in	various	health	and	welfare	benefits	available	to	a	broad	group	of	employees.		These	benefits	include	medical,	dental	and	vision coverage,	life	and	accidental	death	and	dismemberment	insurance	and	long-term	disability	insurance.		Eligibility,	coverage	levels,	potential	employee	contributions	and	other	plan	design	features	are	the same	for	the	Named	Executive	Officers	as	for	the	broad	employee	population.

# ·  Executive	Long-Term	Disability	Program

All	executive	officers,	including	the	Named	Executive	Officers,	are	eligible	to	participate	in	the	Entergy	Corporation-sponsored	Executive	Long-Term	Disability	program.		Individuals	who	elect to	participate	in	this	plan	and	become	disabled	under	the	terms	of	the	plan	are	eligible	for	65	percent	of	the	difference	between	their	base	salary	and	$275,000	(i.e.	the	base	salary	that	produces	the maximum	$15,000	monthly	disability	payment	under	the	Entergy	Corporation's	general	long-term	disability	plan).

# ·  Perquisites

Entergy	provides	the	Named	Executive	Officers	with	a	limited	number	of	perquisites	and	other	personal	benefits	as	part	of	providing	a	competitive	executive	compensation	program	and	for employee	retention.		The	Personnel	Committee	reviews	all	perquisites,	including	the	use	of	corporate	aircraft,	on	an	annual	basis.	In	2011,	the	Named	Executive	Officers	were	offered	the	following personal	benefits:	corporate	aircraft	usage,	relocation	and	housing	benefits	and	annual	mandatory	physical	exams.	In	2011,	Entergy	discontinued	providing	personal	financial	counseling,	club	dues	for members	of	the	Office	of	Chief	Executive	and	tax	gross	up	payments	on	any	perquisites,	except	for	relocation	benefits.		The	Named	Executive	Officers	did	not	receive	any	additional	compensation	for the	lost	value	of	these	discontinued	perquisites.

For	security	and	business	reasons,	Entergy	permits	its	Chief	Executive	Officer	to	use	its	corporate	aircraft	at	its	expense	for	personal	use.		The	other	Named	Executive	Officers	may	use corporate	aircraft	for	personal	travel	subject	to	the	approval	of	Entergy	Corporation's	Chief	Executive	Officer.	For	additional	information	regarding	perquisites,	see	the	"All	Other	Compensation"	column in	the	Summary	Compensation	Table.

# ·  Retention	Agreements	and	other	Compensation	Arrangements

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

To	achieve	these	objectives,	Entergy	Corporation	has	established	a	System	Executive	Continuity	Plan	under	which	each	of	the	Named	Executive	Officers	(other	than	Entergy's	Chief	Executive Officer	and	Chief	Financial	Officer)	is	entitled	to	receive	"change	in	control"	payments	and	benefits	if	such	officer's	employment	is	involuntarily	terminated.		Severance	payments	under	the	System Executive	Continuity	Plan	are	based	on	a	multiple	of	the	sum	of	an	executive	officer's	annual	base	salary	plus	his	or	her	average	Executive	Incentive	Plan	award	at	target	for	the	two	fiscal	years immediately	preceding	the	fiscal	year	in	which	the	termination	of	employment	occurs.		Under	no	circumstances	can	this	multiple	exceed	2.99	the	sum	of	(a)	annual	base	salary	plus	(b)	the	higher	of:	(i) the	annual	incentive	award	actually	awarded	to	the	executive	office	under	the	Executive	Incentive	Plan	for	the	fiscal	year	immediately	preceding	the	fiscal	year	in	which	the	termination	of	employment occurs	or	(ii)	the	average	Executive	Incentive	Plan	award	for	the	two	fiscal	years	immediately	preceding	the	fiscal	year	in	which	the	termination	of	employment	occurs.		Entergy	Corporation	has	strived to	ensure	that	the	benefits	and	payment	levels	under	the	System	Executive	Continuity	Plan	are	consistent	with	market	practices.		The	executive	officers	will	not	receive	any	tax	gross	up	payments	on	any severance	benefits	received	under	this	plan.

In	certain	cases,	the	Committee	may	approve	the	execution	of	a	retention	agreement	with	an	individual	executive	officer.		These	decisions	are	made	on	a	case	by	case	basis	to	reflect	specific retention	needs	or	other	factors,	including	market	practice.		If	a	retention	agreement	is	entered	into	with	an	individual	officer,	the	Committee	considers	the	economic	value	associated	with	that	agreement in	making	overall	compensation	decisions	for	the	affected	officer.		Entergy	Corporation	has	voluntarily	adopted	a	policy	that	any	severance	arrangements	providing	benefits	in	excess	of	2.99	times	an officer's	annual	base	salary	and	bonus	must	be	approved	by	its	shareholders.

At	present,	Entergy	Corporation	has	entered	into	retention	agreements	with	Mr.	Leonard,	Entergy's	Chief	Executive	Officer,	and	Mr.	Denault,	Entergy's	Chief	Financial	Officer.		In	general, these	retention	agreements	provide	for	"change	in	control"	payments	and	other	benefits	in	lieu	of	those	provided	under	the	System	Executive	Continuity	Plan.		The	retention	agreements	entered	into	with Mr.	Leonard	and	Mr.	Denault	reflect,	among	other	things,	the	competition	for	chief	executive	officer	and	chief	financial	officer	talent	in	the	market	place	and	the	Committee's	assessment	of	the	critical role	of	these	officers	in	executing	Entergy	Corporation's	long-term	financial	and	other	strategic	objectives.		Based	on	market	data	provided	by	its	former	independent	compensation	consultant,	the Personnel	Committee	believes	the	benefits	and	payment	levels	under	these	retention	agreements	are	consistent	with	market	practices.		As	with	any	severance	benefits	paid	under	the	System	Executive continuity,	and	to	align	with	best	practices,	in	December	2011,	both	Mr.	Leonard	and	Mr.	Denault	will	not	receive	any	tax	gross	up	payments	on	any	severance	benefits	they	may	receive	under	these agreements.

For	additional	information	regarding	the	System	Executive	Continuity	Plan	and	the	retention	agreements	described	above,	see	"Potential	Payments	upon	Termination	or	Change	in	Control."

# Compensation	Program	Administration

Entergy	 Corporation	 strives	 strive	 to	 ensure	 that the	 compensation	 philosophy	 and	 practices	 are in line	 with the	 best	 practices	 of	 companies in the industry	 as	 well	 as	 Fortune	 500 companies.		Some	of	these	practices	include	the	following:

1. Entergy's	ultimate	objective	is	to	deliver	long-term	value	to	shareholders	as	well	as	other	stakeholders	such	as	customers	and	employees.		Entergy	continually	reviews	and	adjusts	the	pay programs	so	that	the	primary	focus	is	on	long-term	success.		Executives	understand	that	successful	long-term	decision	making	will	allow	them	to	be	paid	their	target	compensation.		Short term	decisions	that	impair	the	long	term	value	will	reduce	an	executive's	compensation	over	the	long	term.		To	further	this	objective,	beginning	with	the	2012-2014	performance	period	of the	Long-Term	Performance	Unit	Program,	performance	awards	will	be	settled	100	percent	in	Entergy	common	stock	upon	vesting	with	all	shares	required	to	be	retained	until	the	officer satisfies	their	ownership	requirements.			In	2011,	Entergy	also	increased	the	portion	of	long-term	compensation	that	will	be	derived	from	performance	units	from	50%	to	60%	and	decreased the	portion	that	will	be	derived	from	other	equity	awards	to	40%.		Entergy	added	restricted	stock	awards	to	the	long-term	compensation	program	because	it	believes	the	use	of	restricted stock	enhances	retention,	mitigates	the	burn	rate	and	assists	in	building	ownership	of	its	common	stock.	Entergy	believes	that	these	actions	further	align	the	interest	of	the	executive	officers with	those	of	the	shareholders.

2. The	adoption	of	the	Entergy	Corporation	Policy	Regarding	Recoupment	of	Certain	Compensation.		This	policy	covers	executive	officers	who	are	subject	to	Section	16	of	the	Exchange Act.		Under	the	policy,	the	Committee	will	require	reimbursement	of	incentives	paid	these	executives	where:

·  the	payment	was	predicated	upon	the	achievement	of	certain	financial	results	with	respect	to	the	applicable	performance	period	that	were	subsequently	the	subject	of	a	material restatement	other	than	a	restatement	due	to	changes	in	accounting	policy	or	a	material	miscalculation	of	a	performance	award	occurs	whether	or	not	the	financial	statements were	restated;

·  in	the	Board	of	Directors'	view,		the	elected	officer	engaged	in	fraud	that	caused	or	partially	caused	the	need	for	the	restatement	or		caused	a	material	miscalculation	of	a performance	award	whether	or	not	the	financial	statements	were	restated;	and

·  a	lower	payment	would	have	been	made	to	the	elected	officer	based	upon	the	restated	financial	results	or	miscalculation.

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

3. Formalization	of	the	timing	and	process	for	reviewing	the	executive	compensation	consultant	services	and	fees.		Annually,	the	Committee	reviews	the	relationship	with	its	compensation consultant	including	services	provided,	quality	of	those	services	and	fees	associated	with	services	during	the	fiscal	year	to	ensure	executive	compensation	consultant	independence	is maintained.		To	ensure	the	independence	of	the	Committee's	compensation	consultant,	Entergy's	Board	adopted	a	policy	that	any	consultant	(including	its	affiliates)	retained	by	the	Board of	Directors	or	any	Committee	of	the	Board	of	Directors	to	provide	advice	or	recommendations	on	the	amount	or	form	of	executive	and	director	compensation	should	not	be	retained	by Entergy	Corporation	or	any	of	its	affiliates	to	provide	other	services	in	an	aggregate	amount	that	exceeds	$120,000.		In	2011,	Pay	Governance	did	not	provide	any	services	to	the	Entergy other	than	its	services	to	the	Personnel	Committee.

4. Adoption	of		an	anti-hedging	policy	that	prohibits	officers,	directors	and	employees	from	entering	into	hedging	or	monetization	transactions	involving	Entergy	Corporation	common stock.		Prohibited	transactions	include,	without	limitation,	zero-cost	collars,	forward	sale	contracts,	purchase	or	sale	of	options,	puts,	calls,	straddles	or	equity	swaps	or	other	derivatives	that are	directly	linked	to	the	Entergy's	stock	or	transactions	involving	"short-sales"	of	Entergy's	stock.		The	Entergy	Board	adopted	this	policy	to	require	officers,	directors	and	employees	to continue	 to	 own	 Entergy	 Corporation	 common	 stock	 with	 the	 full	 risks	 and	 rewards	 of	 ownership,	 thereby	 ensuring	 continued	 alignment	 of	 their	 objectives	 with	 Entergy's	 other shareholders.

# Reviewing	the	Executive	Compensation	Programs	and	Establishing	Compensation	Levels.

# Role	of	Personnel	Committee

The	Personnel	Committee	has	overall	responsibility	for	approving	the	compensation	program	for	the	Named	Executive	Officers	and	makes	all	final	compensation	decisions	regarding	Entergy's named	executive	officers.		The	Committee	works	with	the	executive	management	to	ensure	that	the	compensation	policies	and	practices	are	consistent	with	Entergy's	values	and	support	the	successful recruitment,	development	and	retention	of	executive	talent	so	it	can	achieve	the	business	objectives	and	optimize	the	long-term	financial	returns.		The	Committee	evaluates	executive	pay	each	year	to ensure	that	the	compensation	policies	and	practices	are	consistent	with	Entergy's	philosophy.		The	Personnel	Committee	is	responsible	for,	among	its	other	duties,	the	following	actions	related	to	Entergy Corporation's	named	executive	officers:

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

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

·  reporting,	at	least	annually,	to	the	Board	on	succession	planning,	including	succession	planning	for	Entergy	Corporation's	Chief	Executive	Officer.

Certain	aspects	of	the	compensation	of	officers	who	are	not	Entergy	Corporation	named	executive	officers,	Mr.	Bunting,	Mr.	Domino,	Mr.	Fisackerly,	Mr.	McDonald,	Mr.	Mohl	and	Mr.	Rice are	not	directly	determined	by	the	Personnel	Committee.		While	the	Committee	does	determine	the	number	of	performance	units	to	be	granted	to	these	Named	Executive	Officers,	the	Committee	does	not determine	the	actual	annual	incentive	target	for	these	Named	Executive	Officers.		Rather,	the	Committee	establishes	an	overall	available	annual	incentive	pool	for	these	officers	and	establishes	the specific	goal	targets	and	ranges,	the	officers'	respective	supervisor	determines	the	actual	incentive	payment,	in	each	case,	subject	to	the	ultimate	approval	of	Entergy's	Chief	Executive	Officer.		Further, Entergy's	Chief	Executive	Officer	and	the	officer's	supervisor	have	ultimate	responsibility	for	adjusting	the	salary	of	these	Named	Executive	Officers	as	deemed	appropriate.		The	officer's	supervisor and	Entergy's	Chief	Executive	Officer	also	determine	how	many	stock	option	and	restricted	stock		awards	are	to	be	allocated	to	the	Named	Executive	Officers	from	an	available	pool	established	by	the Personnel	Committee	for	similarly	situated	officers,	though	the	Personnel	Committee	ultimately	approves	the	options	granted.

# Role	of	Chief	Executive	Officer

The	Personnel	Committee	solicits	recommendations	from	Mr.	Leonard,	Entergy	Corporation's	Chief	Executive	Officer,	with	respect	to	compensation	decisions	for	Mr.	Denault	and	Mr. Taylor.		The	Personnel	Committee	also	relies	on	the	recommendations	of	the	senior	human	resources	executives	with	respect	to	compensation	decisions,	policies	and	practices.		Entergy's	Chief Executive	Officer's	role	is	limited	to:

·  providing	the	Committee	with	an	assessment	of	the	performance	of	Mr.	Denault	and	Mr.	Taylor;	and

·  recommending	base	salary,	annual	merit	increases,	stock	option,	restricted	stock	and	annual	cash	incentive	plan	compensation	amounts	for	these	officers.

In	addition,	the	Committee	may	request	that	Mr.	Leonard	provide	management	feedback	and	recommendations	on	changes	in	the	design	of	compensation	programs,	such	as	special	retention plans	or	changes	in	the	structure	of	bonus	programs.		Mr.	Leonard	does	not	play	any	role	with	respect	to	any	matter	affecting	his	own	compensation	nor	does	he	have	any	role	determining	or recommending	the	amount,	or	form,	of	director	compensation.

As	noted	above,	under	"Role	of	Personnel	Committee,"	Mr.	Leonard	also	plays	a	role	in	determining	the	Subsidiary	Named	Executive	Officers'	base	salary,	their	annual	incentive	target	and	the number	of	stock	options	they	receive.

Mr.	Leonard	may	attend	meetings	of	the	Personnel	Committee	only	at	the	invitation	of	the	chair	of	the	Personnel	Committee	and	cannot	call	a	meeting	of	the	Committee.		However,	he	is	not	in attendance	at	any	meeting	when	the	Committee	determines	and	approves	the	compensation	to	be	paid	to	the	Named	Executive	Officers.		Since	he	is	not	a	member	of	the	Committee,	he	has	no	vote	on matters	submitted	to	the	Committee.		During	2011,	Mr.	Leonard	attended	5	meetings	of	the	Personnel	Committee.

# Role	of	the	Compensation	Consultant

The	Personnel	Committee	has	the	sole	authority	from	the	Entergy	Board	of	Directors	for	the	appointment,	compensation	and	oversight	of	its	outside	compensation	consultant.		In	2011,	the Personnel	Committee	retained	Pay	Governance	LLC	as	its	independent	compensation	consultant	to	assist	it	in,	among	other	things,	evaluating	different	compensation	programs	and	developing	market data	to	assess	the	compensation	programs.		Under	the	terms	of	its	engagement,	Pay	Governance	reports	directly	to	the	Personnel	Committee,	which	has	the	right	to	retain	or	dismiss	the	consultant	without the	consent	of	Entergy's	management.		Management	may	not	retain	Pay	Governance	for	any	services	that	in	an	aggregate	amount	would	exceed	$120,000.

During	2011,	Pay	Governance	assisted	the	Committee	with	its	responsibilities	related	to	Entergy's	compensation	programs	for	its	executives.	 	Specifically,	the	Committee	directed	Pay Governance	to:	(i)	regularly	attend	meetings	of	the	Committee,	(ii)	conduct	studies	of	competitive	compensation	practices,	(iii)	identify	Entergy's	market	surveys	and	proxy	peer	group,	(iv)	review	base salary,	annual	incentives	and	long-term	incentive	compensation	opportunities	relative	to	competitive	practices,	and	(v)	develop	conclusions	and	recommendations	related	to	the	executive	compensation plan	of	Entergy	for	consideration	by	the	Committee.		A	senior	consultant	from	Pay	Governance	attended	all	Personnel	Committee	meetings	in	2011.		Pay	Governance	did	not	provide	any	other	services	to Entergy	in	2011.

# Tax	and	Accounting	Considerations

Section	162(m)	of	the	Internal	Revenue	Code	limits	the	tax	deductibility	by	a	publicly	held	corporation	of	compensation	in	excess	of	$1	million	paid	to	a	Chief	Executive	Officer	or	any	of	its other	Named	Executive	Officers	(other	than	the	chief	financial	officer),	unless	that	compensation	is	"performance-based	compensation"	within	the	meaning	of	Section	162(m).	The	Personnel	Committee considers	deductibility	under	Section	162(m)	as	it	structures	the

compensation	packages	that	are	provided	to	Entergy's	Named	Executive	Officers.	However,	the	Personnel	Committee	and	the	Board	believe	that	it	is	in	the	best	interest	of	Entergy	Corporation	that	the Personnel	Committee	retains	the	flexibility	and	discretion	to	make	compensation	awards,	whether	or	not	deductible.	This	flexibility	is	necessary	to	foster	achievement	of	performance	goals	established by	the	Personnel	Committee	as	well	as	other	corporate	goals	that	the	Committee	deems	important	to	Entergy	Corporation	and	the	Subsidiaries'	success,	such	as	encouraging	employee	retention	and rewarding	achievement.

Likewise,	the	Personnel	Committee	considers	financial	accounting	consequences	as	it	structures	the	compensation	packages	that	are	provided	to	Entergy's	Named	Executive	Officers.		However, the	Personnel	Committee	and	the	Entergy	Board	of	Directors	believe	that	it	is	in	the	best	interest	of	Entergy	that	the	Personnel	Committee	retains	the	flexibility	and	discretion	to	make	compensation awards	regardless	of	their	financial	accounting	consequences.

# PERSONNEL	COMMITTEE	REPORT

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

# EXECUTIVE	COMPENSATION	TABLES

# 2011	Summary	Compensation	Table

The	following	table	summarizes	the	total	compensation	paid	or	earned	by	each	of	the	Named	Executive	Officers	for	the	fiscal	years	ended	December	31,	2011,	2010	and	2009.		For	information	on	the principal	positions	held	by	each	of	the	Named	Executive	Officers,	see	Item	10,	"Directors	and	Executive	Officers	of	the	Registrants."		The	compensation	set	forth	in	the	table	represents	the	aggregate compensation	paid	by	all	Entergy	System	companies.		None	of	the	Entergy	System	companies	has	entered	into	any	employment	agreements	with	any	of	the	Named	Executive	Officers	(other	than	the retention	agreements	described	in	"Potential	Payments	upon	Termination	or	Change	in	Control").		For	additional	information	regarding	the	material	terms	of	the	awards	reported	in	the	following	tables, including	a	general	description	of	the	formula	or	criteria	to	be	applied	in	determining	the	amounts	payable,	see	"Compensation	Discussion	and	Analysis."

| Theodore	H.	Bunting,	Jr. | 2011 | $356,884 | $	- | $351,108 | $78,064 | $400,000 | $632,100 | $14,094 | $1,832,250 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Acting\tprincipal\tfinancial | 2010 | $350,448 | $\t- | $237,864 | $194,155 | $525,000 | $392,300 | $22,609 | $1,722,376 |
| officer\t–\tEntergy\tArkansas, | 2009 | $361,388 | $\t- | $174,380 | $143,280 | $335,000 | $535,700 | $23,065 | $1,572,813 |
| Entergy\tGulf\tStates\tLouisiana, |  |  |  |  |  |  |  |  |  |
| Entergy\tLouisiana,\tEntergy |  |  |  |  |  |  |  |  |  |
| Mississippi,\tEntergy\tNew |  |  |  |  |  |  |  |  |  |
| Orleans,\tEntergy\tTexas |  |  |  |  |  |  |  |  |  |
| Leo\tP.\tDenault | 2011 | $648,512 | $\t- | $891,941 | $287,000 | $587,059 | $980,400 | $16,756 | $3,411,668 |
| Executive\tVice\tPresident\tand | 2010 | $630,000 | $\t- | $573,036 | $669,500 | $758,520 | $528,600 | $52,276 | $3,211,932 |
| CFO\t–\tEntergy\tCorp. | 2009 | $654,231 | $\t- | $418,512 | $537,300 | $507,150 | $837,200 | $60,688 | $3,015,081 |
| Joseph\tF.\tDomino | 2011 | $322,418 | $\t- | $172,899 | $33,292 | $215,000 | $573,500 | $19,207 | $1,336,316 |
| CEO\t-\tEntergy\tTexas | 2010 | $317,754 | $\t- | $108,120 | $61,594 | $317,754 | $224,500 | $33,476 | $1,063,198 |
|  | 2009 | $329,976 | $10,000 | $78,471 | $53,730 | $111,373 | $322,100 | $45,396 | $951,046 |
| Haley\tR.\tFisackerly | 2011 | $280,885 | $\t- | $172,899 | $33,292 | $150,000 | $295,700 | $16,603 | $949,379 |
| CEO\t–\tEntergy\tMississippi | 2010 | $274,999 | $\t- | $108,120 | $120,510 | $192,500 | $190,000 | $39,370 | $925,499 |
|  | 2009 | $274,999 | $8,250 | $78,471 | $45,372 | $138,000 | $168,300 | $35,675 | $749,067 |
| J.\tWayne\tLeonard | 2011 | \t$1,315,229 | $\t- | $3,163,825 | $803,600 | $2,033,356 | $2,749,700 | $65,061 | $10,130,771 |
| Chairman\tof\tthe\tBoard\tand | 2010 | \t$1,291,500 | $\t- | $2,411,076 | $1,807,650 | $2,665,656 | $\t- | $104,185 | $8,280,067 |
| CEO\t-\tEntergy\tCorp. | 2009 | \t$1,341,174 | $\t- | $10,067,775 | $1,492,500 | $1,782,270 | $499,800 | $200,040 | $15,383,559 |
| Hugh\tT.\tMcDonald | 2011 | $327,892 | $\t- | $172,899 | $33,292 | $210,000 | $485,000 | $28,320 | $1,257,403 |
| CEO-Entergy\tArkansas | 2010 | $322,132 | $\t- | $108,120 | $61,594 | $297,972 | $205,000 | $54,990 | $1,049,808 |
|  | 2009 | $324,610 | $10,000 | $78,471 | $53,730 | $128,066 | $252,500 | $67,221 | $914,598 |

# Entergy	Corp.

(1) The	amounts	in	column	(c)	represent	the	actual	base	salary	paid	to	the	Named	Executive	Officer.		The	2011	changes	in	base	salaries	were	effective	in	April	2011.		The	Named	Executive Officers	are	paid	on	a	bi-weekly	basis	and	during	2009	there	was	an	extra	pay	period.

(2) The	amounts	in	column	(d)	for	Mr.	Taylor	represent	the	cash	bonus	paid	to	him	pursuant	to	the	Nuclear	Retention	Plan.		See	"Non-Equity	Incentive	Plans	–	Nuclear	Retention	Plan"	in Compensation	Discussion	and	Analysis.

(3) The	amounts	in	column	(e)	represent	the	aggregate	grant	date	fair	value	of	restricted	stock	and	performance	units	granted	under	the	2007	Equity	Ownership	Plan	calculated	in	accordance with	FASB	ASC	Topic	718,	without	taking	into	account	estimated	forfeitures.		The	grant	date	fair	value	of	the	restricted	stock	is	based	on	the	closing	price	of	Entergy	Corporation	common stock	on	the	date	of	grant.		The	grant	date	fair	value	of	performance	units	is	based	on	the	probable	outcome	of	the	applicable	performance	conditions,	measured	using	a	Monte	Carlo simulation	valuation	model.		The	simulation	model	applies	a	risk-free	interest	rate	and	an	expected	volatility	assumption.		The	risk-free	rate	is	assumed	to	equal	the	yield	on	a	three-year treasury	bond	on	the	grant	date.		Volatility	is	based	on	historical	volatility	for	the	36-month	period	preceding	the	grant	date.		If	the	highest	achievement	level	is	attained,	the	maximum amounts	that	will	be	received	with	respect	to	the	2011	performance	units	are	as	follows:		Mr.	Bunting,	$363,950;	Mr.	Denault,	$858,922;	Mr.	Domino,	$174,696;	Mr.	Fisackerly,	$174,696; Mr.	Leonard,	$3,785,080;	Mr.	McDonald,	$174,696;	Mr.	Mohl,	$363,950;	Mr.	Rice,	$174,696;	and	Mr.	Taylor,	$858,922.

(4) The	amounts	in	column	(f)	represent	the	aggregate	grant	date	fair	value	of	stock	options	granted	under	the	2007	Equity	Ownership	Plan	calculated	in	accordance	with	FASB	ASC	Topic 718.		For	a	discussion	of	the	relevant	assumptions	used	in	valuing	these	awards,	see	Note	12	to	the	Financial	Statements.

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

(6) The	amounts	in	column	(h)	include	the	annual	actuarial	increase	in	the	present	value	of	the	Named	Executive	Officer's	benefits	under	all	pension	plans	established	by	Entergy	Corporation using	interest	rate	and	mortality	rate	assumptions	consistent	with	those	used	in	Entergy	Corporation's	financial	statements	and	includes	amounts	which	the	Named	Executive	Officers	may not	currently	be	entitled	to	receive	because	such	amounts	are	not	vested	(see	"2010	Pension	Benefits").		None	of	the	increase	is	attributable	to	above-market	or	preferential	earnings	on	non- qualified	deferred	compensation	(see	"2011	Non-qualified	Deferred	Compensation").		For	2010	the	aggregate	change	in	the	actuarial	present	value	of	Mr.	Leonard's	pension	benefits	was	a decrease	of	$539,200.

(7) The	amounts	set	forth	in	column	(i)	for	2011	include	(a)	matching	contributions	by	Entergy	Corporation	to	each	of	the	Named	Executive	Officers;	(b)	life	insurance	premiums;	(c)	tax	gross up	payments	relating	to	relocation	benefits;	and	(d)	perquisites	and	other	compensation.		The	amounts	are	listed	in	the	following	table:

|  | Company | Life | Tax	Gross | Perquisites	and |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Named\tExecutive\tOfficer | Contribution\t–\nSavings\tPlan | Insurance\nPremium | Up\nPayments | Other\nCompensation | Total |
| Theodore\tH.\tBunting,\tJr. | $10,290 | $3,804 | $\t- | $\t- | $14,094 |
| Leo\tP.\tDenault | $10,290 | $4,002 | $\t- | $2,464 | $16,756 |
| Joseph\tF.\tDomino | $10,290 | $5,995 | $\t- | $2,922 | $19,207 |
| Haley\tR.\tFisackerly | $9,338 | $417 | $\t- | $6,848 | $16,603 |
| J.\tWayne\tLeonard | $10,290 | $11,484 | $\t- | $43,287 | $65,061 |
| Hugh\tT.\tMcDonald | $10,290 | $3,486 | $\t- | $14,544 | $28,320 |
| William\tM.\tMohl | $10,290 | $3,539 | $3,770 | $9,069 | $26,668 |
| Charles\tL.\tRice,\tJr. | $10,290 | $3,168 | $\t- | $7,136 | $20,594 |
| Gary\tJ.\tTaylor | $10,290 | $7,316 | $\t- | $6,603 | $24,209 |

Effective	January	2011,	Entergy	Corporation	eliminated	tax	gross	up	payments	on	all	perquisites,	except	for	relocation	benefits.

# Perquisites	and	Other	Compensation

The	amounts	set	forth	in	column	(i)	include	perquisites	and	other	personal	benefits	that	Entergy	Corporation	provides	to	the	Named	Executive	Officers	as	part	of	providing	a	competitive executive	compensation	program	and	for	employee	retention.	Beginning	in	January	2011,	Entergy	Corporation	discontinued	providing	personal	financial	counseling	and	club	dues	for	members	of	the Office	of	Chief	Executive	and	in	2011,	the	Named	Executive	Officers	were	offered	the	following	personal	benefits:	corporate	aircraft	usage,	relocation	and	housing	benefits	and	annual	mandatory physical	exams.		The	following	perquisites	and	other	compensation	were	provided	by	Entergy	Corporation	in	2011	with	the	financial	counseling	and	club	dues	reflecting	perquisites	received	in	2010,	but paid	in	2011.

For	security	and	business	reasons,	Entergy	Corporation	permits	Mr.	Leonard	to	use	its	corporate	aircraft	for	personal	use	at	the	expense	of	Entergy	Corporation.		The	other	Named	Executive Officers	may	use	the	corporate	aircraft	for	personal	travel	subject	to	the	approval	of	Entergy	Corporation's	Chief	Executive	Officer.		The	aggregate	incremental	aircraft	usage	cost	associated	with	Mr. Leonard's	personal	use	of		the	corporate	aircraft,	including	the	costs	associated	with	travel	to	outside	board	meetings,	was	$36,823	for	fiscal	year	2011.		These	amounts	are	reflected	in	column	(i)	and	the total	above.		The	incremental	cost	to	Entergy	Corporation	for	use	of	the	corporate	aircraft	is	based	on	the	variable	operational	costs	of	each	flight,	including	fuel,	maintenance,	flight	crew	travel	expense, catering,	communications	and	fees,	including	flight	planning,	ground	handling	and	landing	permits.

None	of	the	other	perquisites	referenced	above	exceeded	$25,000	for	any	of	the	other	Named	Executive	Officers.

# 2011	Grants	of	Plan-Based	Awards

The	following	table	summarizes	award	grants	during	2011	to	the	Named	Executive	Officers.

|  |  |  |  |  |  |  |  | All	Other | Awards: |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  |  |  | Stock | Number |  |  |
|  |  |  |  |  |  |  |  | Awards: | of | Exercise | Grant |
|  |  |  |  |  |  |  |  | Number | Securities | or\tBase | Date\tFair |
|  |  |  |  |  |  |  |  | of\tShares | Under- | Price\tof | Value\tof |
|  | Grant | Thresh- |  |  |  |  |  | of\tStock | lying | Option | Stock\tand |
| Name | Date | old | Target | Maximum | Threshold | Target | Maximum | or\tUnits | Options | Awards | Option |
|  |  | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | Awards |
|  |  |  |  |  |  |  |  | (3) | (4) |  | (5) |
| Theodore\tH.\nBunting,\tJr. | 1/27/11 | - | $215,525 | $431,050 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 625 | 2,500 | 5,000 |  |  |  | $223,725 |
|  | 1/27/11 |  |  |  |  |  |  | 1,750 |  |  | $127,383 |
|  | 1/27/11 |  |  |  |  |  |  |  | 6,800 | $72.79 | $78,064 |
| Leo\tP.\tDenault | 1/27/11 | - | $458,640 | $917,280 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 1,475 | 5,900 | 11,800 |  |  |  | $527,991 |
|  | 1/27/11 |  |  |  |  |  |  | 5,000 |  |  | $363,950 |
|  | 1/27/11 |  |  |  |  |  |  |  | 25,000 | $72.79 | $287,000 |
| Joseph\tF.\tDomino | 1/27/11 | - | $162,052 | $324,104 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 300 | 1,200 | 2,400 |  |  |  | $107,388 |
|  | 1/27/11 |  |  |  |  |  |  | 900 |  |  | $65,511 |
|  | 1/27/11 |  |  |  |  |  |  |  | 2,900 | $72.79 | $33,292 |
| Haley\tR.\tFisackerly | 1/27/11 | - | $113,300 | $226,600 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 300 | 1,200 | 2,400 |  |  |  | $107,388 |
|  | 1/27/11 |  |  |  |  |  |  | 900 |  |  | $65,511 |
|  | 1/27/11 |  |  |  |  |  |  |  | 2,900 | $72.79 | $33,292 |
| J.\tWayne\tLeonard | 1/27/11 | - | $1,588,560 | $3,177,120 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 6,500 | 26,000 | 52,000 |  |  |  | $2,326,740 |
|  | 1/27/11 |  |  |  |  |  |  | 11,500 |  |  | $837,085 |
|  | 1/27/11 |  |  |  |  |  |  |  | 70,000 | $72.79 | $803,600 |
| Hugh\tT.\tMcDonald | 1/27/11 | - | $161,000 | $322,000 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 300 | 1,200 | 2,400 |  |  |  | $107,388 |
|  | 1/27/11 |  |  |  |  |  |  | 900 |  |  | $65,511 |
|  | 1/27/11 |  |  |  |  |  |  |  | 2,900 | $72.79 | $33,292 |
| William\tM.\tMohl | 1/27/11 | - | $201,330 | $402,660 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 625 | 2,500 | 5,000 |  |  |  | $223,725 |
|  | 1/27/11 |  |  |  |  |  |  | 1,100 |  |  | $80,069 |
|  | 1/27/11 |  |  |  |  |  |  |  | 6,100 | $72.79 | $70,028 |
| Charles\tL.\tRice,\tJr. | 1/27/11 | - | $98,880 | $197,760 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 300 | 1,200 | 2,400 |  |  |  | $107,388 |
|  | 1/27/11 |  |  |  |  |  |  | 650 |  |  | $47,314 |
|  | 1/27/11 |  |  |  |  |  |  |  | 2,900 | $72.79 | $33,292 |
| Gary\tJ.\tTaylor | 1/27/11 | - | $414,960 | $829,920 |  |  |  |  |  |  |  |
|  | 1/27/11 |  |  |  | 1,475 | 5,900 | 11,800 |  |  |  | $527,991 |
|  | 1/27/11 |  |  |  |  |  |  | 3,000 |  |  | $218,370 |
|  | 1/27/11 |  |  |  |  |  |  |  | 20,000 | $72.79 | $229,600 |

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

(2) The	amounts	in	columns	(f),	(g)	and	(h)	represent	the	minimum,	target	and	maximum	payment	levels	under	the	Performance	Unit	Program.		Performance	under	the	program	is	measured	by Entergy	Corporation's	total	shareholder	return	relative	to	the	total	shareholder	returns	of	the	companies	included	in	the	Philadelphia	Utility	Index.		If	Entergy	Corporation's	total	shareholder return	is	not	at	least	25%	of	that	for	the	Philadelphia	Utility	Index,	there	is	no	payout.		Subject	to	achievement	of	performance	targets,	each	unit	will	be	converted	into	the	cash	equivalent	of one	share	of	Entergy	Corporation's	common	stock	on	the	last	day	of	the	performance	period	(December	31,	2013.)

(3) The	amounts	in	column	(i)	represent	shares	of	restricted	stock	granted	under	the	2007	Equity	Ownership	Plan.		Shares	of	restricted	stock	vest	over	a	three-year	period,	have	voting	rights	and accrue	dividends	during	the	vesting	period.

(4) The	amounts	in	column	(j)	represent	options	to	purchase	shares	of	Entergy	Corporation's	common	stock.		The	options	vest	one-third	on	each	of	the	first	through	third	anniversaries	of	the	grant date	and	have	a	ten-year	term	from	the	date	of	grant.		The	options	were	granted	under	the	2007	Equity	Ownership	Plan.

(5) The	amounts	in	column	(l)	are	valued	based	on	the	aggregate	grant	date	fair	value	of	the	award	calculated	in	accordance	with	FASB	ASC	Topic	718	and,	in	the	case	of	the	performance	units, are	based	on	the	probable	outcome	of	the	applicable	performance	conditions.		See	Notes	2	and	3	to	the	Summary	Compensation	Table	for	a	discussion	of	the	relevant	assumptions	used	in calculating	the	grant	date	fair	value.

# 2011	Outstanding	Equity	Awards	at	Fiscal	Year-End

The	following	table	summarizes	unexercised	options,	stock	that	has	not	vested	and	equity	incentive	plan	awards	for	each	Named	Executive	Officer	outstanding	as	of	the	end	of	2011.

|  |  |  | Equity |  |  |  |  | Incentive | Awards: |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Incentive |  |  |  |  | Plan | Market\tor |
|  |  |  | Plan |  |  |  |  | Awards: | Payout |
|  | Number | Number | Awards: |  |  |  |  | Number\tof | Value\tof |
|  | \tof | \tof | Number |  |  | Number | Market | Unearned | Unearned |
|  | Securities | Securities | of |  |  | of\tShares | Value\tof | Shares, | Shares, |
|  | Underlying | Underlying | Securities |  |  | or\tUnits | Shares\tor | Units\tor | Units\tor |
|  | Unexercised | Unexercised | Underlying |  |  | of\tStock | Units\tof | Other | Other |
|  | Options | Options | Unexercised | Option | Option | That\tHave | Stock | \tRights | Rights |
|  | (#) | (#) | Unearned | Exercise | Expiration | Not | That\tHave | That\tHave | That\tHave |
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Not\tVested | Not\tVested | Not\tVested |
|  |  |  | (#) | ($) |  | (#) | ($) | (#) | ($) |
| Theodore\tH. | - | 6,800(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
| Bunting,\tJr. | 4,833 | 9,667(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 8,000 | 4,000(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 18,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 10,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 5,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 2,200 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 1,000 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  |  |  |  |  |  |  |  | 625(4) | $45,656 |
|  |  |  |  |  |  |  |  | 220(5) | $16,071 |
|  |  |  |  |  |  | 1,750(6) | $127,838 |  |  |
| Leo\tP.\tDenault | - | 25,000(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 16,666 | 33,334(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 30,000 | 15,000(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 50,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 60,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 50,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 35,000 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 34,995 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  | 338 | - |  | $52.40 | 2/11/2012 |  |  |  |  |
|  | 6,802 | - |  | $44.45 | 1/30/2013 |  |  |  |  |
|  | 10,493 | - |  | $41.69 | 2/11/2012 |  |  |  |  |
|  |  |  |  |  |  |  |  | 1,475(4) | $107,749 |
|  |  |  |  |  |  |  |  | 530(5) | $38,717 |
|  |  |  |  |  |  | 5,000(6) | $365,250 |  |  |
|  |  |  |  |  |  | 16,000(7) | $1,168,800 |  |  |

|  |  |  | Equity |  |  |  |  | Incentive | Awards: |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Incentive |  |  |  |  | Plan | Market\tor |
|  |  |  | Plan |  |  |  |  | Awards: | Payout |
|  | Number | Number | Awards: |  |  |  |  | Number\tof | Value\tof |
|  | \tof | \tof | Number |  |  | Number | Market | Unearned | Unearned |
|  | Securities | Securities | of |  |  | of\tShares | Value\tof | Shares, | Shares, |
|  | Underlying | Underlying | Securities |  |  | or\tUnits | Shares\tor | Units\tor | Units\tor |
|  | Unexercised | Unexercised | Underlying |  |  | of\tStock | Units\tof | Other | Other |
|  | Options | Options | Unexercised | Option | Option | That\tHave | Stock | \tRights | Rights |
|  | (#) | (#) | Unearned | Exercise | Expiration | Not | That\tHave | That\tHave | That\tHave |
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Not\tVested | Not\tVested | Not\tVested |
|  |  |  | (#) | ($) |  | (#) | ($) | (#) | ($) |
| Joseph\tF.\tDomino | - | 2,900(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 1,533 | 3,067(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 3,000 | 1,500(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 7,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 12,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 7,500 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 10,000 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 10,000 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  | 10,500 | - |  | $44.45 | 1/30/2013 |  |  |  |  |
|  |  |  |  |  |  |  |  | 300(4) | $21,915 |
|  |  |  |  |  |  |  |  | 100(5) | $7,305 |
|  |  |  |  |  |  | 900(6) | $65,745 |  |  |
| Haley\tR.\tFisackerly | - | 2,900(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 3,000 | 6,000(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 2,533 | 1,267(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 5,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 2,500 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 1,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  |  |  |  |  |  |  |  | 300(4) | $21,915 |
|  |  |  |  |  |  |  |  | 100(5) | $7,305 |
|  |  |  |  |  |  | 900(6) | $65,745 |  |  |
| J.\tWayne\tLeonard | - | 70,000(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 45,000 | 90,000(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 83,333 | 41,667(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 175,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 255,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 210,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 165,200 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 220,000 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  | 195,000 | - |  | $44.45 | 1/30/2013 |  |  |  |  |
|  |  |  |  |  |  |  |  | 6,500(4) | $474,825 |
|  |  |  |  |  |  |  |  | 2,230(5) | $162,902 |
|  |  |  |  |  |  | 11,500(6) | $840,075 |  |  |
|  |  |  |  |  |  | 50,000(8) | $3,652,500 |  |  |
| Hugh\tT.\tMcDonald | - | 2,900(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 1,533 | 3,067(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 3,000 | 1,500(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 7,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 12,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 7,500 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 12,522 | - |  | $73.25 | 2/11/2012 |  |  |  |  |
|  | 10,000 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 10,000 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  |  |  |  |  |  |  |  | 300(4) | $21,915 |
|  |  |  |  |  |  |  |  | 100(5) | $7,305 |
|  |  |  |  |  |  | 900(6) | $65,745 |  |  |

|  |  |  | Equity |  |  |  |  | Incentive | Awards: |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Incentive |  |  |  |  | Plan | Market\tor |
|  |  |  | Plan |  |  |  |  | Awards: | Payout |
|  | Number | Number | Awards: |  |  |  |  | Number\tof | Value\tof |
|  | \tof | \tof | Number |  |  | Number | Market | Unearned | Unearned |
|  | Securities | Securities | of |  |  | of\tShares | Value\tof | Shares, | Shares, |
|  | Underlying | Underlying | Securities |  |  | or\tUnits | Shares\tor | Units\tor | Units\tor |
|  | Unexercised | Unexercised | Underlying |  |  | of\tStock | Units\tof | Other | Other |
|  | Options | Options | Unexercised | Option | Option | That\tHave | Stock | \tRights | Rights |
|  | (#) | (#) | Unearned | Exercise | Expiration | Not | That\tHave | That\tHave | That\tHave |
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Not\tVested | Not\tVested | Not\tVested |
|  |  |  | (#) | ($) |  | (#) | ($) | (#) | ($) |
| William\tM.\tMohl | - | 6,100(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 3,000 | 6,000(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 5,000 | 2,500(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 9,300 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 3,500 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 5,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 3,000 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  |  |  |  |  |  |  |  | 625(4) | $45,656 |
|  |  |  |  |  |  |  |  | 200(5) | $14,610 |
|  |  |  |  |  |  | 1,100(6) | $80,355 |  |  |
| Charles\tL.\tRice,\tJr. | - | 2,900(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  |  |  |  |  |  |  |  | 300(4) | $21,915 |
|  |  |  |  |  |  |  |  | 83(5) | $6,063 |
|  |  |  |  |  |  | 650(6) | $47,483 |  |  |
| Gary\tJ.\tTaylor | - | 20,000(1) |  | $72.79 | 1/27/2021 |  |  |  |  |
|  | 13,333 | 26,667(2) |  | $77.10 | 1/28/2020 |  |  |  |  |
|  | 20,000 | 10,000(3) |  | $77.53 | 1/29/2019 |  |  |  |  |
|  | 35,000 | - |  | $108.20 | 1/24/2018 |  |  |  |  |
|  | 60,000 | - |  | $91.82 | 1/25/2017 |  |  |  |  |
|  | 50,000 | - |  | $68.89 | 1/26/2016 |  |  |  |  |
|  | 35,000 | - |  | $69.47 | 1/27/2015 |  |  |  |  |
|  | 40,000 | - |  | $58.60 | 3/02/2014 |  |  |  |  |
|  | 26,900 | - |  | $44.45 | 1/30/2013 |  |  |  |  |
|  |  |  |  |  |  |  |  | 1,475(4) | $107,749 |
|  |  |  |  |  |  |  |  | 530(5) | $38,717 |
|  |  |  |  |  |  | 3,000(6) | $219,150 |  |  |

(2) Consists	of	options	that	vested	or	will	vest	as	follows:	1/2	of	the	remaining	unexercisable	options	vest	on	each	of	1/28/2012	and	1/28/2013.

(3) The	remaining	unexercisable	options	vested	on	1/29/2012.

(4) Consists	 of	 performance	 units	 that	 will	 vest	 on	 December	 31,	 2013	 based	 on	 Entergy	 Corporation's	 total	 shareholder	 return	 performance	 over the	 2011	 –	 2013 performance	period	as	described	under	"Long-Term	Compensation	–	Performance	Unit	Program"	in	Compensation	Discussion	and	Analysis.

(5) Consists	of	performance	units	that	will	vest	on	December	31,	2012	based	on	Entergy	Corporation's	total	shareholder	return	performance	over	the	2010	–	2012	performance period.

(6) Consists	of	shares	of	restricted	stock	granted	under	the	2007	Equity	Ownership	Plan	that	vested	or	will	vest	as	follows:		1/3	of	the	shares	of	restricted	stock	granted	vest	on each	of	1/27/2012,	1/27/2013	and	1/27/2014.

(8) Consists	of	restricted	units	granted	under	the	2007	Equity	Ownership	Plan	which	will	vest	on	December	3,	2012.

# 2011	Option	Exercises	and	Stock	Vested

The	following	table	provides	information	concerning	each	exercise	of	stock	options	and	each	vesting	of	stock	during	2011	for	the	Named	Executive	Officers.

|  | Options	Awards | Options	Awards | Stock	Awards | Stock	Awards |
| :--- | :--- | :--- | :--- | :--- |
| (a) | (b) | (c) | (d) | (e) |
|  | Number\tof |  | Number\tof |  |
|  | Shares | Value | Shares | Value |
|  | Acquired | Realized | Acquired | Realized |
| Name | on\tExercise | on\tExercise | on\tVesting | on\tVesting |
|  | (#) | ($) | (#) | ($) |
| Theodore\tH.\tBunting,\tJr. | - | $\t- | - | $\t- |
| Leo\tP.\tDenault | - | \t$\t- | 8,000(1) | $588,000 |
| Joseph\tF.\tDomino | - | $\t- | - | $\t- |
| Haley\tR.\tFisackerly | - | $\t- | - | $\t- |
| J.\tWayne\tLeonard | 330,600 | $8,218,518 | 50,000(2) | $3,482,000 |
| Hugh\tT.\tMcDonald | 12,000 | $292,748 | - | $\t- |
| William\tM.\tMohl | - | $\t- | - | $\t- |
| Charles\tL.\tRice,\tJr. | - | $\t- | - | $\t- |
| Gary\tJ.\tTaylor | 34,600 | $867,087 | - | $\t- |

# 2011	Pension	Benefits

The	following	table	shows	the	present	value	as	of	December	31,	2011,	of	accumulated	benefits	payable	to	each	of	the	Named	Executive	Officers,	including	the	number	of	years	of	service	credited	to each	Named	Executive	Officer,	under	the	retirement	plans	sponsored	by	Entergy	Corporation,	determined	using	interest	rate	and	mortality	rate	assumptions	set	forth	in	Note	11	to	the	Financial Statements.		Information	regarding	these	retirement	plans	is	included	in	Compensation	Discussion	&	Analysis	under	the	heading,	"Benefits,	Perquisites,	Agreements	and	Post-Retirement	Plans	-	Pension Plan,	Pension	Equalization	Plan,	and	System	Executive	Retirement	Plan."		In	addition,	this	section	includes	information	regarding	early	retirement	options	under	the	plans.

|  |  | Number | Present |
| :--- | :--- | :--- | :--- |
|  |  | of\tYears | Value\tof |
|  | Plan | Credited | Accumulated |
| Name | Name | Service | Benefit |
| Theodore\tH.\tBunting,\tJr. | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 23.86 | $2,256,400 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 23.86 | $567,800 |
| Leo\tP.\tDenault\t(1) | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 27.83 | $4,611,200 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 12.83 | $293,000 |
| Joseph\tF.\tDomino\t(2) | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 41.56 | $1,947,900 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 38.13 | $1,462,700 |
| Haley\tR.\tFisackerly | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 16.08 | $631,400 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 16.08 | $288,000 |
| J.\tWayne\tLeonard\t(3) | \t Non-qualified\tsupplemental |  |  |
|  | \t\t\tretirement\tplan\tbenefit | 13.68 | $26,343,300 |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 13.68 | $477,000 |
| Hugh\tT.\tMcDonald\t(2) | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 29.93 | $1,328,800 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 28.44 | $691,300 |
| William\tM.\tMohl | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 9.44 | $755,400 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 9.44 | $217,200 |
| Charles\tL.\tRice,\tJr. | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 2.47 | $69,300 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 2.47 | $43,800 |
| Gary\tJ.\tTaylor\t(4) | \t Non-qualified\tSystem |  |  |
|  | \t\t\tExecutive\tRetirement | 21.80 | $4,556,500 |
|  | Plan |  |  |
|  | \t Qualified\tdefined\n\t\t\tbenefit\tplan | 11.80 | $364,600 |

(1) During	2006,	Mr.	Denault	entered	into	an	agreement	granting	an	additional	15	years	of	service	under	the	non- qualified	System	Executive	Retirement	Plan	if	he	continues	to	work	for	an	Entergy	System	company	employer until	age	55.		The	additional	15	years	of	service	increases	the	present	value	of	his	benefit	by	$1,641,200.

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

(3) Pursuant	to	his	retention	agreement,	Mr.	Leonard	is	entitled	to	a	non-qualified	supplemental	retirement	benefit	in lieu	of	participation	in	Entergy	Corporation's	non-qualified	supplemental	retirement	plans	such	as	the	System Executive	 Retirement	 Plan	 or	 the	 Pension	 Equalization	 Plan.	 	 Mr.	 Leonard	 may	 separate	 from	 employment without	a	reduction	in	his	non-qualified	supplemental	retirement	benefit.

(4) Mr.	Taylor	entered	into	an	agreement	granting	an	additional	10	years	of	service	under	the	System	Executive Retirement	Plan	resulting	in	a	$1,306,200	increase	in	the	present	value	of	his	benefit.		Mr.	Taylor	has	advised Entergy	Corporation	that	he	intends	to	resign	from	his	position	as	Group	President,	Utility	Operations,	effective May	31,	2012.

# Qualified	Retirement	Benefits

The	qualified	retirement	plan	is	a	funded	defined	benefit	pension	plan	that	provides	benefits	to	most	of	the	non-bargaining	unit	employees	of	Entergy	System	companies.		All	Named	Executive Officers	are	participants	in	this	plan.		The	pension	plan	provides	a	monthly	benefit	payable	for	the	participant's	lifetime	beginning	at	age	65	and	equal	to	1.5%	of	the	participant's	five-year	final	average monthly	eligible	earnings	times	such	participant's	years	of	service.		Participants	are	100%	vested	in	their	benefit	upon	completing	5	years	of	vesting	service.

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

Mr.	Domino,	Mr.	Leonard	and	Mr.	Taylor	are	eligible	for	subsidized	early	retirement	benefits.

# Non-qualified	Retirement	Benefits

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

# The	Pension	Equalization	Plan

All	of	the	Named	Executive	Officers	(with	the	exception	of	Mr.	Leonard)	are	participants	in	the	Pension	Equalization	Plan.		The	benefit	provisions	are	substantially	the	same	as	the	qualified retirement	plan	but	provide	two	additional	benefits:	(a)	"restorative	benefits"	intended	to	offset	limitations	on	certain	earnings	that	may	be	considered	in	connection	with	the	qualified	retirement	plan	and (b)	supplemental	credited	service	(if	granted	to	an	individual	participant).		The	benefits	under	this	plan	are	offset	by	benefits	payable	from	the	qualified	retirement	plan	and	may	be	offset	by	prior employer	benefits.		Participants	receive	their	Pension	Equalization	Plan	benefit	in	the	form	of	a	single	sum	cash	distribution.		The	Pension	Equalization	Plan	benefit	attributable	to	supplemental	credited service	is	not	vested	until	age	65.		Subject	to	the	approval	of	the	Entergy	System	company	employer,	an	employee	who	terminates	employment	prior	to	age	65	may	be	vested	in	his	or	her	benefit,	with payment	of	the	lump	sum	benefit	generally	at	separation	from	service	unless	delayed	six	months	under	Internal	Revenue	Code	Section	409A.		Benefits	payable	prior	to	age	65	are	subject	to	the	same reductions	as	qualified	plan	benefits.

# The	System	Executive	Retirement	Plan

All	Named	Executive	Officers	(except	Mr.	Leonard)	are	participants	in	the	System	Executive	Retirement	Plan.		The	System	Executive	Retirement	Plan	provides	for	a	single	sum	payment	at	age 65,	as	further	described	in	Compensation	Discussion	and	Analysis.		The	System	Executive	Retirement	Plan	benefit	is	not	vested	until	age	65.		Subject	to	the	approval	of	the	Entergy	System	company employer,	an	employee	who	terminates	his	or	her	employment	prior	to	age	65	may	be	vested	in	the	System	Executive	Retirement	Plan	benefit,	with	payment	of	the	lump	sum	benefit	generally	at separation	from	service	unless	delayed	six	months	under	Internal	Revenue	Code	Section	409A.		Benefits	payable	prior	to	age	65	are	subject	to	the	same	reductions	as	qualified	plan	benefits.		Further,	in the	event	of	a	change	in	control,	participants	whose	employment	is	terminated	without	"Cause"	or	for	"Good	Reason,"	as	defined	in	the	Plan	are	also	eligible	for	a	subsidized	lump	sum	benefit	payment, even	if	they	do	not	currently	meet	the	age	or	service	requirements	for	early	retirement	under	that	plan	or	have	company	permission	to	separate	from	employment.	Such	lump	sum	benefit	is	payable generally	at	separation	from	service	unless	delayed	6	months	under	Internal	Revenue	Code	Section	409A.

# Mr.	Leonard's	Non-qualified	Supplemental	Retirement	Benefit

Mr.	Leonard's	retention	agreement	provides	that	if	his	employment	with	the	Company	is	terminated	for	any	reason	other	than	for	cause	(as	defined	below	under	"Potential	Payments	Upon Termination	or	Change	in	Control"),	he	will	be	entitled	to	a	non-qualified	supplemental	retirement	benefit	in	lieu	of	participation	in	Entergy	Corporation's	non-qualified	supplemental	retirement	plans such	as	the	System	Executive	Retirement	Plan	or	the	Pension	Equalization	Plan.		Mr.	Leonard's	non-qualified	supplemental	retirement	benefit	is	calculated	as	a	single	life	annuity	equal	to	60%	of	his final	three-year	average	compensation	(as	described	in	the	description	of	the	System	Executive	Retirement	Plan	included	in	Compensation	Discussion	and	Analysis),	reduced	to	account	for	benefits payable	to	Mr.	Leonard	under	Entergy	Corporation's	and	a	former	employer's	qualified	pension	plans.		The	benefit	is	payable	in	a	single	lump	sum.		Because	Mr.	Leonard	has	already	attained	the	age	of 55,	he	is	currently	entitled	under	his	retention	agreement	to	his	non-qualified	supplemental	retirement	benefit	if	he	were	to	leave	Entergy	System	company	employment	other	than	as	the	result	of	a termination	for	cause.

# Additional	Information

For	a	description	of	the	material	terms	and	conditions	of	payments	and	benefits	available	under	the	retirement	plans,	including	each	plan's	normal	retirement	payment	and	benefit,	benefit formula	and	eligibility	standards,	specific	elements	of	compensation	included	in	applying	the	payment	and	benefit	formula,	and	Entergy	Corporation's	policies	with	regard	to	granting	extra	years	of credited	service,	see	"Compensation	Discussion	and	Analysis	--	Benefits,	Perquisites,	Agreements	and	Post-Termination	Plans	--	Pension	Plan,	Pension	Equalization	Plan	and	System	Executive Retirement	Plan."		For	a	discussion	of	the	relevant	assumptions	used	in	valuing	these	liabilities,	see	Note	11	to	the	Financial	Statements.

# 2011	Non-qualified	Deferred	Compensation

The	Executive	Deferred	Compensation	Plan,	the	Amended	and	Restated	1998	Equity	Ownership	Plan	of	Entergy	Corporation	and	Subsidiaries	(the	1998	Equity	Ownership	Plan),	the	2007	Equity Ownership	Plan	and	the	2011	Equity	Ownership	Plan	allow	for	the	deferral	of	compensation	for	the	Named	Executive	Officers.	As	of	December	31,	2011	none	of	the	Named	Executive	Officers	had deferred	 compensation	 balances	 under	 the	 equity	 ownership	 plans	 or	 the	 Executive	 Deferred	 Compensation	 Plan.	 	 For	 additional	 information,	 see	 "Benefits,	 Perquisites,	Agreements	 and	 Post- Termination	Plans	-	Executive	Deferred	Compensation"	in	Compensation	Discussion	and	Analysis.		All	Named	Executive	Officers	are	eligible	to	participate	in	the	deferral	programs.

As	of	December	31,	2011,	Mr.	Leonard	had	a	deferred	account	balance	under	a	frozen	Defined	Contribution	Restoration	Plan.		These	amounts	are	deemed	invested,	as	chosen	by	the	participant, in	certain	T.	Rowe	Price	investment	funds	that	are	also	available	to	participants	under	the	qualified	Savings	Plan.		The	Defined	Contribution	Restoration	Plan,	until	it	was	frozen	in	2005,	credited	eligible employees'	deferral	accounts	with	employer	contributions	to	the	extent	contributions	under	the	qualified	savings	plan	in	which	the	employee	participated	were	subject	to	limitations	imposed	by	the Internal	Revenue	Code.

All	deferrals	are	credited	to	the	applicable	Entergy	System	company	employer's	non-funded	liability	account.		Depending	on	the	plan	under	which	the	deferral	is	made,	the	Named	Executive	Officers may	elect	investment	in	either	phantom	Entergy	Corporation	common	stock	or	one	or	more	of	several	investment	options	available	under	the	Savings	Plan.	 	Within	limitations	of	the	program, participating	Named	Executive	Officers	may	move	funds	from	one	deemed	investment	option	to	another.		The	participating	Named	Executive	Officers	do	not	have	the	ability	to	withdraw	funds	from	the deemed	investment	accounts	except	within	the	terms	provided	in	their	deferral	elections.			Within	the	limitations	prescribed	by	law	as	well	as	the	plan,	participating	Named	Executive	Officers	with deferrals	under	the	Executive	Deferred	Compensation	Plan	and/or	the	equity	plans	have	the	option	to	make	a	successive	deferral	of	these	funds.			Assuming	a	Named	Executive	Officer	does	not	elect	a successive	deferral,	the	Entergy	System	company	employer	of	the	participant	is	obligated	to	pay	the	amount	credited	to	the	participant's	account	at	the	earlier	of	deferral	receipt	date	or	separation	from service.		These	payments	are	paid	out	of	the	general	assets	of	the	employer	and	are	payable	in	a	lump	sum.

# Defined	Contribution	Restoration	Plan

|  |  | Defined	Contribution	Restoration	Plan | Defined	Contribution	Restoration	Plan |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Name\n(a) | Executive\nContributions\tin\n\t2011\n(b) | Registrant\nContributions\tin\n2011\n(c) | Aggregate\nEarnings\tin\n2011\t(1)\n\t(d) | Aggregate\nWithdrawals/\nDistributions\n(e) | Aggregate\nBalance\tat\nDecember\t31,\n2011\n(f) |
| J.\tWayne\tLeonard | $\t- | $\t- | $17,233 | $\t- | $227,331 |

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

# Potential	Payments	upon	Termination	or	Change	in	Control

# Estimated	Payments

The	tables	below	reflect	the	amount	of	compensation	each	of	the	Named	Executive	Officers	would	have	received	if	his	employment	with	Entergy	had	been	terminated	under	various	scenarios	as of	December	31,	2011.		For	purposes	of	these	tables,	the	assumed	stock	price	was	$73.05,	the	closing	market	price	on	December	30,	2011,	the	last	business	day	of	the	most	recently	ended	fiscal	year.

# Senior	Vice	President,	Chief	Accounting	Officer

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

| Severance |  |  |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Payment(2) | --- | --- | --- | --- | --- | --- | --- | $1,149,469 |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010- |  |  |  |  |  |  |  |  |
| 2012\t\tPerformance | --- | --- | --- | --- | $107,164 | $107,164 | $160,710 | $160,710 |
| Unit\tProgram |  |  |  |  |  |  |  |  |
| \t\t\t2011-2013\nPerformance\tUnit\nProgram | --- | --- | --- | --- | $60,851 | $60,851 | --- | $127,838 |
| Unvested\tStock\nOptions(4) | --- | --- | --- | --- | $1,768 | $1,768 | --- | $1,768 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $41,398 | $41,398 | --- | $134,191 |
| Medical\tand\tDental |  |  |  |  |  |  |  |  |
| Benefits(6) | --- | --- | --- | --- | --- | --- | --- | $25,686 |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Bunting	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance	payment equal	to	the	product	of	two	times	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Executive	Incentive Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	60%	target	opportunity	and	a	base	salary	of $359,209	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Bunting	would	have	been	entitled,	pursuant	to	the	2007	Equity	Ownership	Plan,	to receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	Bunting's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Bunting	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Bunting's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program (2,100	units)	and	the	2008-2010	Performance	Unit	Program	(1,400	units)	and	multiplying	the	average	number	of	units	(1,750	units)	by	the	closing	price	of	Entergy	common	stock	on December	30,	2011	($73.05)	resulting	in	a	severance	payment	of	$127,838	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Bunting's	death	or	disability	not	related	to	a	change	in	control,	Mr.	Bunting	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but	rather such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of	the	award is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the	performance	period. For	purposes	of	the	table,	the	value	of	Mr.	Bunting's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	death,	disability	or	a	change	in	control,	all	of	Mr.	Bunting's	unvested	stock	options	granted	prior	to	December	30,	2010	would	immediately	vest.		In	the	event	of	his	death, disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Bunting's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately	vest.	In	addition,	he would	be	entitled	to	exercise	his	stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	is	assumed	that	Mr.	Bunting	exercised his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	applicable	exercise	price	of	each option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	Bunting's	2011	unvested	options	and	accordingly,	such	options	are		reported	in	the	table;	all other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Bunting's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the	table.

(5) In	the	event	of	his	death	or	disability,	Mr.	Bunting	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his	qualifying termination	related	to	a	change	in	control,	Mr.	Bunting	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Bunting	would	be	eligible	to	receive	Entergy-subsidized	COBRA	benefits	for 18	months.

(7) As	of	December	31,	2011,	compensation	and	benefits	available	to	Mr.	Bunting	under	this	scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.		As	of	December	31, 2011,	Mr.	Bunting	is	not	retirement	eligible.

(8) With	respect	to	grants	made	under	the	2007	Equity	Ownership	Plan	prior	to	December	30,	2010,	plan	participants	are	entitled	to	receive	an	acceleration	of	certain	benefits	based	solely	upon	a change	in	control	of	Entergy	and	without	regard	to	whether	their	employment	is	terminated	as	a	result	of	a	change	in	control.		The	accelerated	benefits	in	the	event	of	a	change	in	control	are	as follows:

·	All	unvested	stock	options	would	become	immediately	exercisable;	and

·	Severance	benefits	in	place	of	performance	units	become	payable	as	described	in	footnote	3	above.

The	2007	Equity	Ownership	Plan	was	amended	in	December	2010	so	that	awards	granted	on	or	after	December	30,	2010	require	a	qualifying	involuntary	termination	in	order	to	accelerate vesting	or	trigger	severance	payment	upon	a	change	in	control.

(9) In	December	2010,	the	System	Executive	Continuity	Plan	was	amended	to	eliminate	excise	tax	gross	up	payments.

# Leo	P.	Denault

# Executive	Vice	President	and	Chief	Financial	Officer

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

|  |  |  | Termination	for	Good |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Benefits\tand\tPayments\nUpon\tTermination(1) | Voluntary\nResignation | For\tCause | Reason\tor\tNot\tfor\nCause | Retirement(9) | Disability | Death | Change\tin\nControl(10) | Termination\tRelated\tto\na\tChange\tin\tControl |
| Severance\tPayment(2) | --- | --- | $3,330,382 | --- | --- | --- | --- | $3,330,382 |
| Performance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010-2012\t\tPerformance |  |  |  |  |  |  |  |  |
| Unit\tProgram | --- | --- | $306,810 | --- | $306,810 | $306,810 | --- | $306,810 |
| \t\t\t2011-2013\tPerformance\nUnit\tProgram | --- | --- | $306,810 | --- | $306,810 | $306,810 | --- | $306,810 |
| Unvested\tStock\tOptions(4) | --- | --- | $6,500 | --- | $6,500 | $6,500 | --- | $6,500 |
| Unvested\tRestricted\nStock(5) | --- | --- | $383,402 | --- | $383,402 | $383,402 | -- | $383,402 |
| Unvested\tRestricted\nUnits(6) | --- |  | $1,168,800 | --- | $1,168,800 | $1,168,800 | -- | $1,168,800 |
| COBRA\tBenefits(7) | --- | --- | $25,686 | --- | --- | --- | --- | --- |
| Medical\tand\tDental\nBenefits(8) | --- | --- | --- | --- | --- | --- | --- | $25,686 |
| 280G\tTax\tGross-up(11) | --- | --- | --- | --- | --- | --- | --- | --- |

(1) In	addition	to	the	payments	and	benefits	in	the	table,	Mr.	Denault	also	would	have	been	entitled	to	receive	his	vested	pension	benefits.	If	Mr.	Denault's	employment	were	terminated under	certain	conditions	relating	to	a	change	in	control,	he	would	also	be	eligible	for	early	retirement	benefits.		For	a	description	of	these	benefits,	see	"2011	Pension	Benefits."	In addition,	Mr.	Denault	is	subject	to	the	following	provisions:

·	Retention	Agreement.		Mr.	Denault's	retention	agreement	provides	that,	unless	his	employment	is	terminated	for	cause,	he	will	be	granted	an	additional	15	years	of service	under	the	System	Executive	Retirement	Plan	if	he	continues	to	work	for	an	Entergy	System	company	employer	until	age	55.		Because	Mr.	Denault	had	not	reached age	55	as	of	December	31,	2010,	he	is	only	entitled	to	this	supplemental	credited	service	and	System	Executive	Retirement	Plan	supplemental	benefits	in	the	event	of	his death	or	disability.

·	System	Executive	Retirement	Plan.		If	Mr.	Denault's	employment	were	terminated	for	cause,	he	would	forfeit	his	benefit	under	the	System	Executive	Retirement Plan.			In	the	event	of	a	termination	related	to	a	change	in	control,	pursuant	to	the	terms	of	the	System	Executive	Retirement	Plan,	Mr.	Denault	would	be	eligible	for subsidized	retirement	(but	not	the	additional	15	years	of	service)	upon	his	separation	of	service	even	if	he	does	not	then	meet	the	age	or	service	requirements	for	early retirement	under	the	System	Executive	Retirement	Plan	or	have	company	permission	to	separate	from	employment.

(2) In	the	event	of	a	termination	(not	due	to	death	or	disability)	by	Mr.	Denault	for	good	reason	or	by	Entergy	not	for	cause	(regardless	of	whether	there	is	a	change	in	control),	Mr. Denault	would	be	entitled	to	receive,	pursuant	to	his	retention	agreement,	a	lump	sum	severance	payment	equal	to	the	product	of	2.99	times	the	sum	of	(a)	his	annual	base	salary	as	in effect	at	any	time	within	one	year	prior	to	the	effective	date	of	the	Agreement	(i.e.,	2007)	or,	if	higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	the greater	of	(i)	his	actual	annual	incentive	award	under	the	Annual	Incentive	Plan	for	the	calendar	year	immediately	preceding	the	calendar	year	in	which	Mr.	Denault's	termination date	occurs	or	(ii)	Mr.	Denault's	Annual	Incentive	Plan	target	award	for	the	calendar	year	in	which	the	effective	date	of	the	Agreement	occurred	( i.e.,	2007).		For	purposes	of	this table,	the	award	was	calculated	using	a	base	salary	of	$655,200	and	target	award	of	70%.

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

(4) In	the	event	of	his	death,	disability,	termination	by	Mr.	Denault	for	good	reason	or	by	Entergy	not	for	cause	(regardless	of	whether	there	is	a	change	in	control),	all	of	Mr.	Denault's unvested	stock	options	would	immediately	vest.		In	addition,	he	would	be	entitled	to	exercise	any	unexercised	options	during	a	ten-year	term	extending	from	the	grant	date	of	the options.	For	purposes	of	this	table,	it	was	assumed	that	Mr.	Denault	exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing price	of	common	stock	on	December	30,	2011,	and	the	exercise	price	of	each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr. Denault's	2011	unvested	options	and	accordingly,	such	options	are	reported	in	the	table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Denault's	stock	options were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the	table.

(5) In	the	event	of	his	death,	disability,	termination	by	Mr.	Denault	for	good	reason	or	by	Entergy	not	for	cause	(regardless	of	whether	there	is	a	change	in	control),	all	of	Mr.	Denault's unvested	restricted	stock	would	immediately	vest.

(6) Pursuant	to	his	restricted	unit	agreement,	any	unvested	restricted	units	will	vest	immediately	in	the	event	of	a	change	in	control,	Mr.	Denault's	death	or	disability,	or	termination	of employment	by	Mr.	Denault	for	good	reason	or	by	Entergy	not	for	cause	(regardless	of	whether	there	is	a	change	in	control).

(7) Pursuant	to	his	retention	agreement,	in	the	event	of	a	termination	by	Mr.	Denault	for	good	reason	or	by	Entergy	not	for	cause,	Mr.	Denault	would	be	eligible	to	receive	Entergy- subsidized	COBRA	benefits	for	18	months.

(8) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Denault	would	be	eligible	to	receive	Entergy-subsidized	medical and	dental	benefits	for	18	months.

(9) As	of	December	31,	2011,	Mr.	Denault	is	not	eligible	for	retirement.

(10) The	2007	Equity	Ownership	Plan	was	amended	in	December	2010	so	that	awards	granted	after	December	30,	2010	require	an	involuntary	termination	in	order	to	accelerate	vesting	or trigger	severance	payments	upon	a	change	in	control.

(11) In	December	2010,	Mr.	Denault	voluntarily	agreed	to	amend	his	retention	agreement	to	eliminate	excise	tax	gross	up	payments.

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

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

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

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

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

·  unauthorized	disclosure	of	Entergy's	confidential	information.

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

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

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

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

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

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

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

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

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

·  a	reduction	in	his	annual	base	salary;

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

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

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

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

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

# Joseph	F.	Domino

# President	&	CEO	-	Entergy	Texas

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

| Benefits	and<br>Payments	Upon<br>Termination(1) | Voluntary<br>Resignation | For	Cause | Termination	for<br>Good	Reason	or<br>Not	for	Cause | Retirement(7) | Disability | Death | Change	in<br>Control(8) | Termination<br>Related	to	a<br>Change	in	Control |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \tSeverance |  |  |  |  |  |  |  |  |
| Payment(2) | --- | --- | --- | --- | --- | --- | --- | $486,156 |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010- |  |  |  |  |  |  |  |  |
| 2012\t\tPerformance | --- | --- | --- | $48,724 | $48,724 | $48,724 | $73,050 | $73,050 |
| Unit\tProgram |  |  |  |  |  |  |  |  |
| \t\t\t2011-2013\nPerformance\tUnit\nProgram | --- | --- | --- | $29,220 | $29,220 | $29,220 | --- | $62,093 |
| Unvested\tStock\nOptions(4) | --- | --- | --- | $754 | $754 | $754 | --- | $754 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $21,302 | $21,302 |  | $69,012 |
| Medical\tand\tDental\nBenefits(6) | --- | --- | --- | --- | --- | --- | --- | --- |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Domino	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance payment	equal	to	the	product	of	one	time	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Annual	Incentive Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	50%	target	opportunity	and	a	base	salary of	$324,104	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Domino	would	have	been	entitled,	pursuant	to	the	2007	Equity	Ownership	Plan,	to receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	Domino's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Domino	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Domino's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program (1,000	units)	and	the	2008-2010	Performance	Unit	Program	(700	units)	and	multiplying	the	average	number	of	units	(850	units)	by	the	closing	price	of	Entergy	common	stock	on	December 30,	2011	($73.05)	resulting	in	a	severance	payment	of	$	$62,093	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Domino's	death,	disability	or	retirement	not	related	to	a	change	in	control,	Mr.	Domino	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods, but	rather	such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount of	the	award	is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the performance	period.	For	purposes	of	the	table,	the	value	of	Mr.	Domino's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	retirement,	death,	disability	or	a	change	in	control,	all	of	Mr.	Domino's	unvested	stock	options	granted	prior	to	December	31,	2010	would	immediately	vest.		In	the	event	of his	retirement,	death,	disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Domino's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately vest.		In	addition,	he	would	be	entitled	to	exercise	his	stock	options	for	a	ten-year	term	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	was	assumed	that	Mr. Domino	exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	exercise price	of	each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	Domino's	2011	unvested	options	and	accordingly,	such	options	are	reported in	the	table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Domino's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the	table.

(5) 	In	the	event	of	his	death	or	disability,	Mr.	Domino	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his qualifying	termination	related	to	a	change	in	control,	Mr.	Domino	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Upon	retirement	Mr.	Domino	would	be	eligible	for	retiree	medical	and	dental	benefits	at	the	same	level	as	all	other	retirees.		Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of a	termination	related	to	a	change	in	control,	Mr.	Domino	would	not	be	eligible	to	receive	Entergy	subsidized	COBRA	benefits.

(7) As	of	December	31,	2011,	Mr.	Domino	is	retirement	eligible	and	would	retire	rather	than	voluntarily	resign.		Given	that	scenario,	the	compensation	and	benefits	available	to	Mr.	Domino under	retirement	are	substantially	the	same	as	available	with	a	voluntary	resignation.

The	2007	Equity	Ownership	Plan	was	amended	in	December	2010	so	that	awards	granted	on	or	after	December	30,	2010	require	a	qualifying	involuntary	termination	in	order	to	accelerate vesting	or	trigger	severance	payments.

# Haley	R.	Fisackerly

# President	&	CEO	-	Entergy	Mississippi

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

| Severance	Payment(2) | --- | --- | --- | --- | --- | --- | --- | $396,550 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010-2012\t\tPerformance |  |  |  |  |  |  |  |  |
| Unit\tProgram | --- | --- | --- | --- | $48,724 | $48,724 | $73,050 | $73,050 |
| \t\t\t2011-2013\tPerformance\nUnit\tProgram | --- | --- | --- | --- | $29,220 | $29,220 | --- | $62,093 |
| Unvested\tStock\tOptions(4) | --- | --- | --- | --- | $754 | $754 | --- | $754 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $21,302 | $21,302 | --- | $69,012 |
| Medical\tand\tDental\nBenefits(6) | --- | --- | --- | --- | --- | --- | --- | $17,124 |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Fisackerly	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan,	a	lump	sum	severance payment	equal	to	the	product	of	one	time	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Executive Incentive	Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	40%	target	opportunity	and	a base	salary	of	$283,250	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Fisackerly	would	have	been	entitled,	pursuant	to	the	2007	Equity	Ownership	Plan,	to receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	Fisackerly's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Fisackerly	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Fisackerly's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program (1,000	units)	and	the	2008-2010	Performance	Unit	Program	(700	units)	and	multiplying	the	average	number	of	units	(850	units)	by	the	closing	price	of	Entergy	common	stock	on	December 30,	2011	($73.05)	resulting	in	a	severance	payment	of	$	$62,093	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Fisackerly's	death	or	disability	not	related	to	a	change	in	control,	Mr.	Fisackerly	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but rather	such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of the	award	is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the performance	period.	For	purposes	of	the	table,	the	value	of	Mr.	Fisackerly's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	death,	disability	or	a	change	in	control,	all	of	Mr.	Fisackerly's	unvested	stock	options	granted	prior	to	December	30,	2010	would	immediately	vest.		In	the	event	of	his	death, disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Fisackerly's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately	vest.	In	addition,	he would	be	entitled	to	exercise	his	stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	is	assumed	that	Mr.	Fisackerly exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	applicable	exercise price	of	each	option	share.	 	As	of	December	31,	2011,	 the	closing	stock	price	exceeded	 the	exercise	price	for	Mr.	Fisackerly's	2011	unvested	options	and	accordingly,	such	options are		reported	in	the	table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Fisackerly's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the table.

(5) In	the	event	of	his	death	or	disability,	Mr.	Fisackerly	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his	qualifying termination	related	to	a	change	in	control,	Mr.	Fisackerly	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Fisackerly	would	be	eligible	to	receive	Entergy-	subsidized	COBRA benefits	for	12	months.

(7) As	of	December	31,	2011,	compensation	and	benefits	available	to	Mr.	Fisackerly	under	this	scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.		As	of	December	31, 2011,	Mr.	Fisackerly	is	not	retirement	eligible.

# J.	Wayne	Leonard

# Chairman	and	Chief	Executive	Officer

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	Entergy's	Chairman	and	Chief	Executive	Officer	would	have	been	entitled	to receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31,	2011:

|  |  |  | Termination	for |  |  |  |  | Termination	Related |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Benefits\tand\tPayments\tUpon\nTermination(1) | Voluntary\tResignation | For\tCause | Good\tReason\tor\tNot\nfor\tCause | Retirement(9) | Disability | Death | Change\tin\nControl(10) | to\ta\tChange\tin\nControl |
| Annual\tIncentive\t\tPayment(2) | --- | --- | --- | --- | --- | --- | --- | $3,177,120 |
| Severance\tPayment(3) | --- | --- | --- | --- | --- | --- | --- | $8,707,956 |
| Performance\tUnits:(4) |  |  |  |  |  |  |  |  |
| \t\t2010-2012\tPerformance\tUnit |  |  |  |  |  |  |  |  |
| Program | --- | --- | --- | $1,086,034 | $1,086,034 | $1,086,034 | --- | $1,471,958 |
| \t\t\t2011-2013\tPerformance\tUnit\nProgram | --- | --- | --- | $633,124 | $633,124 | $633,124 | --- | $1,471,958 |
| Unvested\tStock\tOptions(5) | --- | --- | --- | $18,200 | $18,200 | $18,200 | --- | $18,200 |
| Unvested\tRestricted\tStock(6) | --- | --- | --- | --- | $272,198 | $272,198 | --- | $881,825 |
| Unvested\tRestricted\tUnits\t(7) | --- | --- | $3,652,500 | --- | $3,652,500 | $3,652,500 | --- | $3,652,500 |
| Medical\tand\tDental\tBenefits(8) | --- | --- | --- | --- | --- | --- | --- | --- |
| 280G\tTax\tGross-up(11) | --- | --- | --- | --- | --- | --- | --- | --- |

(1) In	addition	to	the	payments	and	benefits	in	the	table,	Mr.	Leonard	would	have	been	eligible	to	retire	and	entitled	to	receive	his	vested	pension	benefits.	However,	a	termination	"for	cause" would	have	resulted	in	forfeiture	of	Mr.	Leonard's	supplemental	retirement	benefit.	Mr.	Leonard	is	not	entitled	to	additional	pension	benefits	upon	the	occurrence	of	a	change	in	control.		For additional	information	regarding	these	vested	benefits	and	awards,	see	"2011	Pension	Benefits."

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Leonard	would	have	been	entitled	under	his	retention	agreement	to	receive	a	lump	sum	severance	payment	equal	to Mr.	Leonard's	average	maximum	annual	bonus	opportunity	under	the	Annual	Incentive	Plan	for	Entergy's	two	calendar	years	immediately	preceding	the	calendar	year	in	which	his termination	occurs.		For	purposes	of	this	table,	the	award	was	calculated	at	200%	of	target	opportunity	and	the	base	salary	was	assumed	to	be	$1,323,800.

(3) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Leonard	would	have	been	entitled	to	receive	pursuant	to	his	retention	agreement	a	lump	sum	severance	payment equal	to	the	product	of	2.99	times	the	sum	of	his	(a)	annual	base	salary	plus	(b)	his	target	Annual	Incentive	Plan	award	for	any	fiscal	year	(other	than	the	fiscal	year	in	which	his	date	of termination	occurs)	ending	after	the	effective	date	of	his	retention	agreement.

(4) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	including	a	termination	by	Mr.	Leonard	for	good	reason,	by	Entergy	other	than	cause,	disability	or	death,	Mr.	Leonard would	have	forfeited	his	performance	units	for	all	open	performance	periods	and	would	have	been	entitled	to	receive	a	single	sum	severance	payment	pursuant	to	his	retention	agreement that	would	not	be	based	on	any	outstanding	performance	periods.		The	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been entitled	to	receive	under	the	Performance	Unit	Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all performance	goals	were	achieved	at	target.			For	purposes	of	the	table,	the	value	of	Mr.	Leonard's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units from	the	2007-2009	Performance	Unit	Program	(23,800	units)	and	the	2008-2010	Performance	Unit	Program	(16,500	units)	and	multiplying	the	average	number	of	units	(20,150	units)	by the	closing	price	of	Entergy	common	stock	on	December	30,	2011	($73.05)	resulting	in	a	severance	payment	of	$1,471,958	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Leonard's	death,	disability	or	retirement	not	related	to	a	change	in	control,	Mr.	Leonard	would	not	have	forfeited	his	performance	units	for	all	open	performance	period, but	rather	such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount of	the	award	is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the performance	period.

(5) In	the	event	of	retirement,	death,	disability	or	a	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Leonard's	unvested	stock	options	would	immediately	vest.	In	addition,	Mr. Leonard	would	be	entitled	to	exercise	any	outstanding	options	during	a	ten-year	term	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	was	assumed	that	Mr. Leonard	exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	exercise price	of	each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	Leonard's	2011	unvested	options	and	accordingly,	such	options	are reported	in	the	table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Leonard's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the table.

(6) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Leonard's	unvested	restricted	stock	would	immediately	vest.		In	the	event	of	Mr.	Leonard's	death	or disability,	restrictions	would	lift	on	a	pro-rated	portion	of	his	unvested	restricted	shares	that	were	scheduled	to	become	vested	on	the	immediately	following	twelve	-month	grant	date anniversary,	based	on	the	number	of	days	worked	during	such	twelve-month	period.

(7) Pursuant	to	his	restricted	unit	agreement,	any	unvested	restricted	units	will	vest	immediately	in	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	termination	by	Mr. Leonard	for	good	reason,	by	Entergy	other	than	for	cause,	or	by	reason	of	his	death	or	disability.

(8) Upon	retirement	Mr.	Leonard	would	be	eligible	for	retiree	medical	and	dental	benefits	at	the	same	level	as	all	other	retirees.		Pursuant	to	his	retention	agreement,	in	the	event	of	a termination	related	to	a	change	in	control,	Mr.	Leonard	would	not	be	eligible	to	receive	additional	subsidized	COBRA	benefits.

(9) As	of	December	31,	2011,	Mr.	Leonard	is	retirement	eligible	and	would	retire	rather	than	voluntarily	resign.		Given	this	scenario,	the	compensation	and	benefits	available	to	Mr.	Leonard under	retirement	are	substantially	the	same	as	available	upon	voluntary	resignation.

(11) In	December	2010,	Mr.	Leonard	voluntarily	agreed	to	amend	his	retention	agreement	to	eliminate	excise	tax	gross	up	payments.

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

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

·  willfully	engaging	in	conduct	that	is	demonstrably	and	materially	injurious	to	us	and	which	results	in	a	conviction	of,	or	entrance	of	a	plea	of	guilty	or	nolo	contendere	(essentially	a	form	of	plea in	which	the	accused	refuses	to	contest	the	charges)	to	a	felony.

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

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

# Hugh	T.	McDonald

# President	&	CEO,	Entergy	Arkansas

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

| Severance	Payment(2) | --- | --- | --- | --- | --- | --- | --- | $495,277 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010-2012\t\tPerformance |  |  |  |  |  |  |  |  |
| Unit\tProgram | --- | --- | --- | --- | $48,724 | $48,724 | $73,050 | $73,050 |
| \t\t\t2011-2013\tPerformance\nUnit\tProgram | --- | --- | --- | --- | $29,220 | $29,220 | --- | $62,093 |
| Unvested\tStock\tOptions(4) | --- | --- | --- | --- | $754 | $754 | --- | $754 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $21,302 | $21,302 | --- | $69,012 |
| Medical\tand\tDental\nBenefits(6) | --- | --- | --- | --- | --- | --- | --- | $17,124 |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	McDonald	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan,	a	lump	sum	severance payment	equal	to	the	product	of	one	time	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Executive Incentive	Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	50%	target	opportunity	and	a base	salary	of	$330,185	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	McDonald	would	have	been	entitled	to	receive	pursuant	to	the	2007	Equity	Ownership Plan,	to	receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	 	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the performance	units	were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	McDonald's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	McDonald	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	McDonald's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program (1,000	units)	and	the	2008-2010	Performance	Unit	Program	(700	units)	and	multiplying	the	average	number	of	units	(850	units)	by	the	closing	price	of	Entergy	common	stock	on	December 30,	2011	($73.05)	resulting	in	a	severance	payment	of	$	$62,093	for	the	forfeited	performance	units.

In	the	event	of	Mr.	McDonald's	death	or	disability	not	related	to	a	change	in	control,	Mr.	McDonald	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but rather	such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of the	award	is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the performance	period.	For	purposes	of	the	table,	the	value	of	Mr.	McDonald's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	death,	disability	or	a	change	in	control,	all	of	Mr.	McDonald's	unvested	stock	options	granted	prior	to	December	30,	2010	would	immediately	vest.		In	the	event	of	his death,	disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	McDonald's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately	vest.	In addition,	he	would	be	entitled	to	exercise	his	stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	is	assumed	that	Mr. McDonald	exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the applicable	exercise	price	of	each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	McDonald's	2011	unvested	options	and	accordingly, such	options	are	reported	in	the	table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	McDonald's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are excluded	from	the	table.

(5) In	the	event	of	his	death	or	disability,	Mr.	McDonald	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his qualifying	termination	related	to	a	change	in	control,	Mr.	McDonald	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	McDonald	would	be	eligible	to	receive	Entergy-subsidized	COBRA benefits	for	12	months.

(7) As	of	December	31,	2011,	compensation	and	benefits	available	to	Mr.	McDonald	under	this	scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.		As	of	December	31, 2011,	Mr.	McDonald	is	not	retirement	eligible.

The	2007	Equity	Ownership	Plan	was	amended	in	December	2010	so	that	awards	granted	on	or	after	December	30,	2010	require	a	qualifying	termination	in	order	to	accelerate	vesting	or trigger	severance	payments.

# William	M.	Mohl

# President	and	CEO,	Entergy	Louisiana

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

| Severance	Payment(2) | --- | --- | --- | --- | --- | --- | --- | $1,006,650 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010-2012\t\tPerformance |  |  |  |  |  |  |  |  |
| Unit\tProgram | --- | --- | --- | --- | $97,376 | $97,376 | $146,100 | $146,100 |
| \t\t\t2011-2013\tPerformance\nUnit\tProgram | --- | --- | --- | --- | $60,851 | $60,851 | --- | $127,838 |
| Unvested\tStock\tOptions(4) | --- | --- | --- | --- | $1,586 | $1,586 | --- | $1,586 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $26,060 | $26,060 | --- | $84,349 |
| Medical\tand\tDental\nBenefits(6) | --- | --- | --- | --- | --- | --- | --- | $19,124 |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Mohl	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance	payment equal	to	the	product	of	two	times	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Executive Incentive	Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	50%	target	opportunity	and	a base	salary	of	$335,550	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Mohl	would	have	been	entitled,	pursuant	to	the	2007	Equity	Ownership	Plan,	to receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of		Mr.	Mohl's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Mohl	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Mohl's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program	(2,100 units)	and	the	2008-2010	Performance	Unit	Program	(1,400	units)	and	multiplying	the	average	number	of	units	(1,750	units)	by	the	closing	price	of	Entergy	common	stock	on	December 30,	2011	($73.05)	resulting	in	a	severance	payment	of	$127,838	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Mohl's	death	or	disability	not	related	to	a	change	in	control,	Mr.	Mohl	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but	rather	such performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of	the	award	is based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the	performance	period. For	purposes	of	the	table,	the	value	of	Mr.	Mohl's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	death,	disability	or	a	change	in	control,	all	of	Mr.	Mohl's	unvested	stock	options	granted	prior	to	December	30,	2010	would	immediately	vest.		In	the	event	of	his	death, disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Mohl's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately	vest.	In	addition,	he would	be	entitled	to	exercise	his	stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	is	assumed	that	Mr.	Mohl	exercised his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	applicable	exercise	price	of each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for		Mr.	Mohl's	2011	unvested	options	and	accordingly,	such	options	are	reported	in	the table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Mohl's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the	table.

(5) In	the	event	of	his	death	or	disability,	Mr.	Mohl	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his qualifying	termination	related	to	a	change	in	control,	Mr.	Mohl	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Mohl	would	be	eligible	to	receive	Entergy-subsidized	COBRA	benefits	for 18	months.

(7) As	of	December	31,	2011,	compensation	and	benefits	available	to	Mr.	Mohl	under	this	scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.		As	of	December	31, 2011,	Mr.	Mohl	is	not	retirement	eligible.

# Charles	L.	Rice,	Jr.

# President	&	CEO	-	Entergy	New	Orleans

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

| Severance	Payment(2) | --- | --- | --- | --- | --- | --- | --- | $321,360 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010-2012\t\tPerformance |  |  |  |  |  |  |  |  |
| Unit\tProgram | --- | --- | --- | --- | $48,724 | $48,724 | $60,851 | $60,851 |
| \t\t\t2011-2013\tPerformance\nUnit\tProgram | --- | --- | --- | --- | $29,220 | $29,220 | --- | $62,093 |
| Unvested\tStock\tOptions(4) | --- | --- | --- | --- | $754 | $754 | --- | $754 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $15,409 | $15,409 | --- | $49,842 |
| Medical\tand\tDental\nBenefits(6) | --- | --- | --- | --- | --- | --- | --- | $888 |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Rice	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan,	a	lump	sum	severance	payment equal	 to	 the	 product	 of	 one	 time	 the	 sum	 of	 (a)	 his	 annual	 base	 salary	 as	 in	 effect	 at	 any	 time	 within	 one	 year	 prior	 to	 the	 commencement	 of	 a	 change	 in	 control	 period	 or,	 if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Executive Incentive	Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	30%	target	opportunity	and	a base	salary	of	$247,200	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Rice	would	have	been	entitled	to	receive	pursuant	to	the	2007	Equity	Ownership	Plan, to	receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.		The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance units	were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	Rice's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Rice	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Rice's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program	(1,000 units)	and	the	2008-2010	Performance	Unit	Program	(700	units)	and	multiplying	the	average	number	of	units	(850	units)	by	the	closing	price	of	Entergy	common	stock	on	December	30, 2011	($73.05)	resulting	in	a	severance	payment	of	$	$62,093	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Rice's	death	or	disability	not	related	to	a	change	in	control,	Mr.	Rice	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but	rather	such performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of	the	award	is based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the	performance	period. For	purposes	of	the	table,	the	value	of	Mr.	Rice's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	death,	disability	or	a	change	in	control,	all	of	Mr.	Rice's	unvested	stock	options	granted	prior	to	December	30,	2010	would	immediately	vest.		In	the	event	of	his	death, disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Rice's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately	vest.	In	addition,	he would	be	entitled	to	exercise	his	stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	is	assumed	that	Mr.	Rice	exercised his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	applicable	exercise	price	of each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	Rice's	2011	unvested	options	and	such	options	are	reported	in	the	table.	Mr.	Rice	has no	other	unvested	stock	options	prior	to	2011.

(5) In	the	event	of	his	death	or	disability,	Mr.	Rice	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his qualifying	termination	related	to	a	change	in	control,	Mr.	Rice	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Rice	would	be	eligible	to	receive	Entergy-subsidized	COBRA	benefits	for 12	months.

(7) As	of	December	31,	2011,	compensation	and	benefits	available	to	Mr.	Rice	under	this	scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.		As	of	December	31,	2011, Mr.	Rice	is	not	retirement	eligible.

# Gary	J.	Taylor

# Group	President,	Utility	Operations

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

| Severance |  |  |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Payment(2) | --- | --- | --- | --- | --- | --- | --- | $3,013,202 |
| \tPerformance\tUnits:(3) |  |  |  |  |  |  |  |  |
| \t\t\t2010- |  |  |  |  |  |  |  |  |
| 2012\t\tPerformance | --- | --- | --- | $258,086 | $258,086 | $258,086 | $387,165 | $387,165 |
| Unit\tProgram |  |  |  |  |  |  |  |  |
| \t\t\t2011-2013\nPerformance\tUnit\nProgram | --- | --- | --- | $143,689 | $143,689 | $143,689 | --- | $306,810 |
| Unvested\tStock\nOptions(4) | --- | --- | --- | $5,200 | $5,200 | $5,200 | --- | $5,200 |
| Unvested\tRestricted\nStock(5) | --- | --- | --- | --- | $71,008 | $71,008 | --- | $230,041 |
| Medical\tand\tDental |  |  |  |  |  |  |  |  |
| Benefits(6) | --- | --- | --- | --- | --- | --- | --- | --- |
| 280G\tTax\tGross-up(9) | --- | --- | --- | --- | --- | --- | --- | --- |

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

(2) In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Taylor	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance payment	equal	to	the	product	of	2.99	times	the	sum	of	(a)	his	annual	base	salary	as	in	effect	at	any	time	within	one	year	prior	to	the	commencement	of	a	change	in	control	period	or,	if higher,		immediately	prior	to	a	circumstance	constituting	good	reason	plus	(b)	his	annual	incentive,	calculated	using	the	average	annual	target	opportunity	derived	under	the	Annual	Incentive Plan	for	the	two	calendar	years	immediately	preceding	the	calendar	year	in	which	the	participant's	termination	occurs.		For	purposes	of	this	table,	a	70%	target	opportunity	and	a	base	salary	of $592,800	was	assumed.

(3) In	the	event	of	a	change	in	control	(regardless	of	whether	he	experienced	a	qualifying	termination),	Mr.	Taylor	would	have	been	entitled,	pursuant	to	the	2007	Equity	Ownership	Plan,	to receive	for	the	2010-2012	performance	period	a	lump	sum	payment	relating	to	his	performance	units.	The	payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units were	achieved	at	target	level.	For	purposes	of	the	table,	the	value	of	Mr.	Taylor's	award	was	calculated	as	follows:

In	the	event	of	a	qualifying	termination	related	to	a	change	in	control,	Mr.	Taylor	would	have	forfeited	his	performance	units	for	the	2011-2013	performance	period	and	would	have	been entitled	to	receive,	pursuant	to	the	2007	Equity	Ownership	Plan,	a	single-sum	severance	payment	that	would	not	be	based	on	any	outstanding	performance	periods.		For	the	2011-2013 performance	period,	the	payment	would	have	been	calculated	using	the	average	annual	number	of	performance	units	he	would	have	been	entitled	to	receive	under	the	Performance	Unit Program	with	respect	to	the	two	most	recent	performance	periods	preceding	the	calendar	year	in	which	his	termination	occurs,	assuming	all	performance	goals	were	achieved	at	target.		For purposes	of	the	table,	the	value	of	Mr.	Taylor's	severance	payment	was	calculated	by	taking	an	average	of	the	target	performance	units	from	the	2007-2009	Performance	Unit	Program	(4,500 units)	and	the	2008-2010	Performance	Unit	Program	(3,900	units)	and	multiplying	the	average	number	of	units	(4,200	units)	by	the	closing	price	of	Entergy	common	stock	on	December	30, 2011	($73.05)	resulting	in	a	severance	payment	of	$306,810	for	the	forfeited	performance	units.

In	the	event	of	Mr.	Taylor's	death,	disability	or	retirement	not	related	to	a	change	in	control,	Mr.	Taylor	would	not	have	forfeited	his	performance	units	for	all	open	performance	periods,	but rather	such	performance	unit	awards	would	have	been	pro-rated	based	on	his	number	of	months	of	participation	in	each	open	Performance	Unit	Program	performance	cycle.	The	amount	of	the award	is	based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the	performance period.	For	purposes	of	the	table,	the	value	of	Mr.	Taylor's	awards	were	calculated	as	follows:

(4) In	the	event	of	his	retirement,	death,	disability	or	a	change	in	control,	all	of	Mr.	Taylor's	unvested	stock	options	granted	prior	to	December	31,	2010	would	immediately	vest.		In	the	event	of his	retirement,	death,	disability	or	qualifying	termination	related	to	a	change	in	control,	all	of	Mr.	Taylor's	unvested	stock	options	granted	on	or	after	December	30,	2010	would	immediately vest.		In	addition,	he	would	be	entitled	to	exercise	his	stock	options	for	a	ten-year	term	extending	from	the	grant	date	of	the	options.	For	purposes	of	this	table,	it	was	assumed	that	Mr.	Taylor exercised	his	options	immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on	December	30,	2011,	and	the	exercise	price	of each	option	share.		As	of	December	31,	2011,	the	closing	stock	price	exceeded	the	exercise	price	for	Mr.	Taylor's	2011	unvested	options	and	accordingly,	such	options	are	reported	in	the table;	all	other	stock	options	with	respect	to	the	accelerated	vesting	of	Mr.	Taylor's	stock	options	were	"underwater"	as	of	December	31,	2011	and	are	excluded	from	the	table.

(5) In	the	event	of	his	death	or	disability,	Mr.	Taylor	would	immediately	vest	in	a	pro-rated	portion	of	the	unvested	restricted	stock	that	was	otherwise	scheduled	to	become	vested	on	the immediately	following	twelve	(12)-month	grant	date	anniversary	date	(as	well	as	dividends	declared	on	the	pro-rated	portion	of	such	restricted	stock).		The	pro-rated	vested	portion	would	be determined	based	on	the	number	of	days	between	the	most	recent	preceding	twelve	(12)-month	Grant	Date	anniversary	date	and	the	date	of	his	death	or	Disability.		In	the	event	of	his qualifying	termination	related	to	a	change	in	control,	Mr.	Taylor	would	immediately	vest	in	all	unvested	restricted	stock.

(6) Upon	retirement,	Mr.	Taylor	would	be	eligible	for	retiree	medical	and	dental	benefits	at	the	same	level	as	all	other	retirees.		Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a termination	related	to	a	change	in	control,	Mr.	Taylor	would	not	be	eligible	to	receive	Entergy-subsidized	COBRA	benefits.

(7) As	of	December	31,	2011,	Mr.	Taylor	is	retirement	eligible	and	would	retire	rather	than	voluntarily	resign.		Given	that	scenario,	the	compensation	and	benefits	available	to	Mr.	Taylor	under retirement	are	substantially	the	same	as	available	with	a	voluntary	resignation.	Mr.			Taylor	has	advised	Entergy	that	he	intends	to	resign	from	his	position	as	Group	President,	Utility Operations,	effective	May	31,	2012.

In	the	following	sections,	additional	information	is	provided	regarding	certain	of	the	scenarios	described	in	the	tables	above:

# Termination	Related	to	a	Change	in	Control

Under	the	System	Executive	Continuity	Plan,	the	Named	Executive	Officers	will	be	entitled	to	the	benefits	described	in	the	tables	above	in	the	event	of	a	termination	related	to	a	change	in control	if	their	employment	is	terminated	other	than	for	cause	or	if	they	terminate	their	employment	for	good	reason,	in	each	case	within	a	period	commencing	90	days	prior	to	and	ending	24	months following	a	change	in	control.

A	change	in	control	includes	the	following	events:

·  The	purchase	of	30%	or	more	of	either	 the	common	stock	or	 the	combined	voting	power	of	 the	voting	securities, the	merger	or	consolidation	of	Entergy	Corporation	(unless	Entergy Corporation's	board	members	constitute	at	least	a	majority	of	the	board	members	of	the	surviving	entity); ·  the	merger	or	consolidation	of	Entergy	Corporation	(unless	Entergy	Corporation's	board	members	constitute	at	least	a	majority	of	the	board	members	of	the	surviving	entity); ·  the	liquidation,	dissolution	or	sale	of	all	or	substantially	all	of	Entergy	Corporation's	assets;	or

·  a	change	in	the	composition	of	Entergy	Corporation's	board	such	that,	during	any	two-year	period,	the	individuals	serving	at	the	beginning	of	the	period	no	longer	constitute	a	majority	of Entergy	Corporation's	board	at	the	end	of	the	period.

The	proposed	separation	of	the	non-utility	nuclear	business	in	a	tax-free	spin-off	to	Entergy	Corporation's	shareholders	does	not	constitute	a	"Change	in	Control"	for	purposes	of	the	System Executive	Continuity	Plan.

Entergy	Corporation	may	terminate	a	Named	Executive	Officer's	employment	for	cause	under	the	System	Executive	Continuity	Plan	if	he	or	she:

·  fails	to	substantially	perform	his	duties	for	a	period	of	30	days	after	receiving	notice	from	the	board;

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

·  is	convicted	or	pleads	guilty	to	a	felony	or	other	crime	that	materially	and	adversely	affects	his	or	her	ability	to	perform	his	or	her	duties	or	Entergy	Corporation's	reputation;

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

·  discloses	any	of	Entergy	Corporation's	confidential	information	without	authorization.

A	Named	Executive	Officer	may	terminate	employment	with	Entergy	Corporation	for	good	reason	under	the	System	Executive	Continuity	Plan	if,	without	the	Named	Executive	Officer's consent:

·  the	nature	or	status	of	his	or	her	duties	and	responsibilities	is	substantially	altered	or	reduced	compared	to	the	period	prior	to	the	change	in	control;

·  his	or	her	salary	is	reduced	by	5%	or	more;

·  he	or	she	is	required	to	be	based	outside	of	the	continental	United	States	at	somewhere	other	than	the	primary	work	location	prior	to	the	change	in	control;

·  any	of	his	or	her	compensation	plans	are	discontinued	without	an	equitable	replacement;

·  his	or	her	benefits	or	number	of	vacation	days	are	substantially	reduced;	or

·  his	or	her	employment	is	purported	to	be	terminated	other	than	in	accordance	with	the	System	Executive	Continuity	Plan.

In	addition	to	participation	in	the	System	Executive	Continuity	Plan,	upon	the	completion	of	a	transaction	resulting	in	a	change	in	control	of	Entergy	Corporation,	benefits	already	accrued	under the	System	Executive	Retirement	Plan	and	Pension	Equalization	Plan,	if	any,	will	become	fully	vested	if	the	executive	is	involuntarily	terminated	without	cause	or	terminates	employment	for	good reason.	Any	awards	granted	under	the	Equity	Ownership	Plan	will	become	fully	vested	upon	a	Change	in	Control	without	regard	to	whether	the	executive	is	involuntarily	terminated	without	cause	or terminates	employment	for	good	reason.

Under	certain	circumstances,	the	payments	and	benefits	received	by	a	Named	Executive	Officer	pursuant	to	the	System	Executive	Continuity	Plan	may	be	forfeited	and,	in	certain	cases,	subject to	repayment.	Benefits	are	no	longer	payable	under	the	System	Executive	Continuity	Plan,	and	unvested	performance	units	under	the	Performance	Unit	Program	are	subject	to	forfeiture,	if	the	executive:

·  accepts	employment	with	Entergy	Corporation	or	any	of	its	subsidiaries;

·  elects	to	receive	the	benefits	of	another	severance	or	separation	program;

·  removes,	copies	or	fails	to	return	any	property	belonging	to	Entergy	Corporation	or	any	of	its	subsidiaries;

·  discloses	non-public	data	or	information	concerning	Entergy	Corporation	or	any	of	its	subsidiaries;	or

·  violates	their	non-competition	provision,	which	generally	runs	for	two	years	but	extends	to	three	years	if	permissible	under	applicable	law.

Furthermore,	if	the	executive	discloses	non-public	data	or	information	concerning	Entergy	Corporation	or	any	of	its	subsidiaries	or	violates	their	non-competition	provision,	he	or	she	will	be required	to	repay	any	benefits	previously	received	under	the	System	Executive	Continuity	Plan.

# Termination	for	Cause

If	a	Named	Executive	Officer's	employment	is	terminated	for	"cause"	(as	defined	in	the	System	Executive	Continuity	Plans	and	described	above	under	"Termination	Related	to	a	Change	in Control"),	he	or	she	is	generally	entitled	to	the	same	compensation	and	separation	benefits	described	below	under	"Voluntary	Resignation"	except	that	all	options	may	no	longer	be	exercisable.

# Voluntary	Resignation

If	a	Named	Executive	Officer	voluntarily	resigns	from	an	Entergy	System	company	employer,	he	or	she	is	entitled	to	all	accrued	benefits	and	compensation	as	of	the	separation	date,	including qualified	pension	benefits	(if	any)	and	other	post-employment	benefits	on	terms	consistent	with	those	generally	available	to	other	salaried	employees.		In	the	case	of	voluntary	resignation,	the	officer would	forfeit	all	unvested	stock	options	and	restricted	units	as	well	as	any	perquisites	to	which	he	or	she	is	entitled	as	an	officer.		In	addition,	the	officer	would	forfeit,	except	as	described	below,	his	or her	right	to	receive	incentive	payments	under	the	Performance	Unit	Program	or	the	Executive	Incentive	Plan.		If	the	officer	resigns	after	the	completion	of	an	Executive	Incentive	Plan	or	Performance Unit	Program	performance	period,	he	or	she	could	receive	a	payout	under	the	Performance	Unit	Program	based	on	the	outcome	of	the	performance	cycle	and	could,	at	the	Entergy	Corporation's discretion,	receive	an	annual	incentive	payment	under	the	Executive	Incentive	Plan.		Any	vested	stock	options	held	by	the	officer	as	of	the	separation	date	will	expire	the	earlier	of	ten	years	from	date	of grant	or	90	days	from	the	last	day	of	active	employment.

# Retirement

Under	Entergy	Corporation's	retirement	plans,	a	Named	Executive	Officer's	eligibility	for	retirement	benefits	is	based	on	a	combination	of	age	and	years	of	service.		Normal	retirement	is	defined as	age	65.		Early	retirement	is	defined	under	the	qualified	retirement	plan	as	minimum	age	55	with	10	years	of	service	and	in	the	case	of	the	System	Executive	Retirement	Plan	and	the	supplemental credited	service	under	the	Pension	Equalization	Plan,	the	consent	of	Entergy	System	company	employer.

Upon	a	Named	Executive	Officer's	retirement,	he	or	she	is	generally	entitled	to	all	accrued	benefits	and	compensation	as	of	the	separation	date,	including	qualified	pension	benefits	and	other post-employment	benefits	consistent	with	those	generally	available	to	salaried	employees.		The	annual	incentive	payment	under	the	Executive	Incentive	Plan	is	pro-rated	based	on	the	actual	number	of days	employed	during	the	performance	year	in	which	the	retirement	date	occurs.	 	Similarly,	payments	under	the	Performance	Unit	Program	for	those	retiring	with	a	minimum	of	12	months	of participation	are	pro-rated	based	on	the	actual	number	of	days	employed,	in	each	outstanding	performance	cycle,	in	which	the	retirement	date	occurs.		In	each	case,	payments	are	delivered	at	the conclusion	of	each	annual	or	performance	cycle,	consistent	with	the	timing	of	payments	to	active	participants	in	the	Executive	Incentive	Plan	and	the	Performance	Unit	Program,	respectively.

Unvested	stock	options	issued	under	the	Equity	Ownership	Plan	vest	on	the	retirement	date	and	expire	ten	years	from	the	grant	date	of	the	options.		Any	restricted	units	held	(other	than	those issued	under	the	Performance	Unit	Program)	by	the	executive	upon	his	or	her	retirement	are	forfeited,	and	perquisites	(other	than	short-term	financial	counseling	services)	are	not	available	following	the separation	date.

# Disability

If	a	Named	Executive	Officer's	employment	is	terminated	due	to	disability,	he	or	she	generally	is	entitled	to	the	same	compensation	and	separation	benefits	described	above	under	"Retirement,"	except that	restricted	units	may	be	subject	to	specific	disability	benefits	(as	noted,	where	applicable,	in	the	tables	above).

# Death

If	a	Named	Executive	Officer	dies	while	actively	employed	by	an	Entergy	System	company	employer,	he	or	she	generally	is	entitled	to	the	same	compensation	and	separation	benefits	described above	under	"Retirement,"	except	that:

·  all	unvested	stock	options	granted	prior	to	January	1,	2007	are	forfeited;

·  vested	stock	options	will	expire	the	earlier	of	ten	years	from	the	grant	date	or	three	years	following	the	executive's	death;

·  restricted	units	may	be	subject	to	specific	death	benefits	(as	noted,	where	applicable,	in	the	tables	above).

# Compensation	of	Directors

For	information	regarding	compensation	of	the	directors	of	Entergy	Corporation,	see	the	Proxy	Statement	under	the	heading	"Director	Compensation",	which	information	is	incorporated	herein	by reference.		The	Boards	of	Directors	of	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas	are	comprised	solely	of employee	directors	who	receive	no	compensation	for	service	as	directors.

# Item	12.		Security	Ownership	of	Certain	Beneficial	Owners	and	Management

Entergy	Corporation	owns	100%	of	the	outstanding	common	stock	of	registrants	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and Entergy	Texas.		The	information	with	respect	to	persons	known	by	Entergy	Corporation	to	be	beneficial	owners	of	more	than	5%	of	Entergy	Corporation's	outstanding	common	stock	is	included	under the	heading	"Stockholders	Who	Own	at	Least	Five	Percent"	in	the	Proxy	Statement,	which	information	is	incorporated	herein	by	reference.		The	registrants	know	of	no	contractual	arrangements	that may,	at	a	subsequent	date,	result	in	a	change	in	control	of	any	of	the	registrants.

The	following	table	sets	forth	the	beneficial	ownership	of	Common	Stock	of	Entergy	Corporation	and	stock-based	units	as	of	December	31,	2011	for	all	directors	and	Named	Executive	Officers.		Unless otherwise	noted,	each	person	had	sole	voting	and	investment	power	over	the	number	of	shares	of	Common	Stock	and	stock-based	units	of	Entergy	Corporation	set	forth	across	from	his	or	her	name.

| Name | Shares	(1) | Within	60	Days | Stock	Units	(2) |
| :--- | :--- | :--- | :--- |
| Entergy\tCorporation |  |  |  |
| Maureen\tS.\tBateman* | 4,300 | - | 8,800 |
| Leo\tP.\tDenault** | 14,126 | 334,294 | - |
| Gary\tW.\tEdwards* | 1,400 | - | 7,181 |
| Alexis\tHerman* | 5,118 | - | 6,400 |
| Donald\tC.\tHintz* | 8,944 | 260,000 | 6,950 |
| J.\tWayne\tLeonard*** | 444,898 | 1,458,533 | 3,111 |
| Stuart\tL.\tLevenick* | 3,800 | - | 4,631 |
| Blanche\tL.\tLincoln* | 454 | - | 200 |
| Stewart\tC.\tMyers* | 1,376 | - | 1,383 |
| William\tA.\tPercy,\tII* | 3,100 | - | 13,104 |
| Mark\tT.\tSavoff** | 4,363 | 199,467 | 263 |
| Richard\tJ.\tSmith** | 45,672 | 365,933 | - |
| W.\tJ.\tTauzin* | 3,700 | - | 4,493 |
| Gary\tJ.\tTaylor** | 4,674 | 310,233 | - |
| Steven\tV.\tWilkinson* | 4,855 | - | 6,027 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(21\tpersons) | 585,170 | 3,497,111 | 62,543 |

| Name | Shares	(1) | Within	60	Days | Stock	Units	(2) |
| :--- | :--- | :--- | :--- |
| Entergy\tArkansas |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| Hugh\tT.\tMcDonald*** | 10,091 | 67,555 | - |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 558,214 | 3,304,666 | 3,374 |
| Entergy\tGulf\tStates\tLouisiana |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| William\tM.\tMohl*** | 1,154 | 36,333 | - |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\t\t\tofficers\tas\ta\tgroup\t(12\tpersons) | 549,277 | 3,273,444 | 3,374 |
| Entergy\tLouisiana |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| William\tM.\tMohl*** | 1,154 | 36,333 | - |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 549,277 | 3,273,444 | 3,374 |
| Entergy\tMississippi |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| Haley\tR.\tFisackerly*** | 2,743 | 19,267 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 550,866 | 3,256,378 | 3,374 |
| Entergy\tNew\tOrleans |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| Charles\tL.\tRice,\tJr.*** | 1,253 | 967 | - |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 549,376 | 3,238,078 | 3,374 |

| Name | Shares	(1) | Within	60	Days | Stock	Units	(2) |
| :--- | :--- | :--- | :--- |
| Entergy\tTexas |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 2,818 | 60,133 | - |
| Leo\tP.\tDenault*** | 14,126 | 334,294 | - |
| Joseph\tF.\tDomino*** | 954 | 65,533 | - |
| J.\tWayne\tLeonard** | 444,898 | 1,458,533 | 3,111 |
| Mark\tT.\tSavoff* | 4,363 | 199,467 | 263 |
| Gary\tJ.\tTaylor*** | 4,674 | 310,233 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\t\t\tofficers\tas\ta\tgroup\t(12\tpersons) | 549,077 | 3,302,644 | 3,374 |

* Director	of	the	respective	Company

** Named	Executive	Officer	of	the	respective	Company

*** Director	and	Named	Executive	Officer	of	the	respective	Company

(1) The	number	of	shares	of	Entergy	Corporation	common	stock	owned	by	each	individual	and	by	all	directors	and executive	officers	as	a	group	does	not	exceed	one	percent	of	the	outstanding	Entergy	Corporation	common	stock.

(2) Represents	the	balances	of	phantom	units	each	executive	holds	under	the	defined	contribution	restoration	plan	and the	deferral	provisions	of	the	Equity	Ownership	Plan.		These	units	will	be	paid	out	in	either	Entergy	Corporation Common	Stock	or	cash	equivalent	to	the	value	of	one	share	of	Entergy	Corporation	Common	Stock	per	unit	on	the date	of	payout,	including	accrued	dividends.		The	deferral	period	is	determined	by	the	individual	and	is	at	least two	years	from	the	award	of	the	bonus.		For	directors	of	Entergy	Corporation	the	phantom	units	are	issued	under the	Service	Recognition	Program	for	Outside	Directors.		All	non-employee	directors	are	credited	with	units	for each	year	of	service	on	the	Board.		In	addition,	Messrs.	Edwards,	Hintz	and	Percy	have	deferred	receipt	of	some of	their	quarterly	stock	grants.		The	deferred	shares	will	be	settled	in	units	at	the	end	of	the	deferral	period.

# Equity	Compensation	Plan	Information

The	following	table	summarizes	the	equity	compensation	plan	information	as	of	December	31,	2011.	Information	is	included	for	equity	compensation	plans	approved	by	the	stockholders	and	equity compensation	plans	not	approved	by	the	stockholders.

| Plan | Number	of	Securities	to<br>be	Issued	Upon	Exercise<br>of	Outstanding	Options<br>(a) | Weighted<br>Average<br>Exercise<br>Price<br>(b) | Remaining	Available	for<br>Future	Issuance	(excluding<br>securities	reflected	in<br>column	(a))<br>(c) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans |  |  |  |
| \t\tapproved\tby\tsecurity\tholders\t(1) | 9,683,058 | $78.07 | 7,269,562 |
| Equity\tcompensation\tplans\tnot |  |  |  |
| \t\tapproved\tby\tsecurity\tholders(2) | 776,360 | $42.82 | - |
| Total | 10,459,418 | $75.46 | 7,269,562 |

(1) Includes	the	Equity	Ownership	Plan,	which	was	approved	by	the	shareholders	on	May	15,	1998,	the	2007	Equity Ownership	Plan	and	the	2011	Equity	Ownership	Plan.		The	2007	Equity	Ownership	Plan	was	approved	by	Entergy Corporation	shareholders	on	May	12,	2006,	and	7,000,000	shares	of	Entergy	Corporation	common	stock	can	be issued,	with	no	more	than	2,000,000	shares	available	for	non-option	grants.		The	2011	Equity	Ownership	Plan	was approved	by	Entergy	Corporation	shareholders	on	May	6,	2011,	and	5,500,000	shares	of	Entergy	Corporation common	stock	can	be	issued	from	the	2011	Equity	Ownership	Plan,	with	no	more	than	2,000,000	shares	available for	incentive	stock	option	grants.		The	Equity	Ownership	Plan,	the	2007	Equity	Ownership	Plan	and	the	2011 Equity	Ownership	Plan	(the	"Plans")	are	administered	by	the	Personnel	Committee	of	the	Board	of	Directors (other	than	with	respect	to	awards	granted	to	non-employee	directors,	which	awards	are	administered	by	the	entire Board	of	Directors).		Eligibility	under	the	Plans	is	limited	to	the	non-employee	directors	and	to	the	officers	and employees	of	an	Entergy	System	employer	and	any	corporation	80%	or	more	of	whose	stock	(based	on	voting power)	or	value	is	owned,	directly	or	indirectly,	by	Entergy	Corporation.		The	Plans	provide	for	the	issuance	of stock	options,	restricted	shares,	equity	awards	(units	whose	value	is	related	to	the	value	of	shares	of	the	Common Stock	but	do	not	represent	actual	shares	of	Common	Stock),	performance	awards	(performance	shares	or	units valued	by	reference	to	shares	of	Common	Stock	or	performance	units	valued	by	reference	to	financial	measures or	property	other	than	Common	Stock)	and	other	stock-based	awards.

(2) Entergy	has	a	Board-approved	stock-based	compensation	plan.	However,	effective	May	9,	2003,	the	Board	has directed	that	no	further	awards	be	issued	under	that	plan.

# Item	13.		Certain	Relationships	and	Related	Transactions	and	Director	Independence

For	information	regarding	certain	relationships,	related	transactions	and	director	independence	of	Entergy	Corporation,	see	the	Proxy	Statement	under	the	headings	"Corporate	Governance	-	Director Independence"	and	"Transactions	with	Related	Persons,"	which	information	is	incorporated	herein	by	reference.

Since	December	31,	2010,	none	of	the	Subsidiaries	or	any	of	their	affiliates	has	participated	in	any	transaction	involving	an	amount	in	excess	of	$120,000	in	which	any	director	or	executive officer	of	any	of	the	Subsidiaries,	any	nominee	for	director,	or	any	immediate	family	member	of	the	foregoing	had	a	material	interest	as	contemplated	by	Item	404(a)	of	Regulation	S-K	("Related	Party Transactions").

Entergy	Corporation's	Board	of	Directors	has	adopted	written	policies	and	procedures	for	 the	review,	approval	or	ratification	of	Related	Party	Transactions.	 	Under	 these	policies	and procedures,	the	Corporate	Governance	Committee,	or	a	subcommittee	of	the	Board	of	Directors	of	Entergy	Corporation	composed	of	independent	directors,	reviews	the	transaction	and	either	approves	or rejects	the	transaction	after	taking	into	account	the	following	factors:

·  Whether	the	proposed	transaction	is	on	terms	at	least	as	favorable	to	Entergy	Corporation	or	the	subsidiary	as	those	achievable	with	an	unaffiliated	third	party;

·  Size	of	transaction	and	amount	of	consideration;

·  Nature	of	the	interest;

·  Whether	the	transaction	involves	a	conflict	of	interest;

·  Whether	the	transaction	involves	services	available	from	unaffiliated	third	parties;	and

·  Any	other	factors	that	the	Corporate	Governance	Committee	or	subcommittee	deems	relevant.

The	policy	does	not	apply	to	(a)	compensation	and	Related	Party	Transactions	involving	a	director	or	an	executive	officer	solely	resulting	from	that	person's	service	as	a	director	or	employment with	the	Company	so	long	as	the	compensation	is	approved	by	Entergy's	Board	of	Directors,	(b)	transactions	involving	the	rendering	of	services	as	a	public	utility	at	rates	or	charges	fixed	in	conformity with	law	or	governmental	authority	or	(c)	any	other	categories	of	transactions	currently	or	in	the	future	excluded	from	the	reporting	requirements	of	Item	404(a)	of	Regulation	SK.

None	of	the	Subsidiaries	are	listed	issuers.		As	previously	noted,	the	Boards	of	Directors	of	the	Subsidiaries	are	composed	solely	of	employee	directors.		None	of	the	Boards	of	Directors	of	any of	the	Subsidiaries	has	any	committees.

# Item	14.		Principal	Accountant	Fees	and	Services	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans, Entergy	Texas,	and	System	Energy)

Aggregate	fees	billed	to	Entergy	Corporation	(consolidated),	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System Energy	for	the	years	ended	December	31,	2011	and	2010	by	Deloitte	&	Touche	LLP,	were	as	follows:

|  | 2011 | 2010 |
| :--- | :--- | :--- |
| Entergy\tCorporation\t(consolidated) |  |  |
| Audit\tFees | $9,096,870 | $8,376,900 |
| Audit-Related\tFees\t(a) | 740,000 | 1,235,000 |
| Total\taudit\tand\taudit-related\tfees | 9,836,870 | 9,611,900 |
| Tax\tFees\t(b) | 46,083 | 43,812 |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $9,882,953 | $9,655,712 |
| Entergy\tArkansas |  |  |
| Audit\tFees | $969,218 | $956,592 |
| Audit-Related\tFees\t(a) | - | 200,000 |
| Total\taudit\tand\taudit-related\tfees | 969,218 | 1,156,592 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $969,218 | $1,156,592 |
| Entergy\tGulf\tStates\tLouisiana |  |  |
| Audit\tFees | $897,218 | $876,592 |
| Audit-Related\tFees\t(a) | 80,000 | 315,000 |
| Total\taudit\tand\taudit-related\tfees | 977,218 | 1,191,592 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $977,218 | $1,191,592 |
| Entergy\tLouisiana |  |  |
| Audit\tFees | $1,031,718 | $946,592 |
| Audit-Related\tFees\t(a) | 280,000 | 315,000 |
| Total\taudit\tand\taudit-related\tfees | 1,311,718 | 1,261,592 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $1,311,718 | $1,261,592 |

|  | 2011 | 2010 |
| :--- | :--- | :--- |
| Entergy\tMississippi |  |  |
| Audit\tFees | $971,218 | $838,092 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 971,218 | 838,092 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $971,218 | $838,092 |
| Entergy\tNew\tOrleans |  |  |
| Audit\tFees | $901,218 | $838,092 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 901,218 | 838,092 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $901,218 | $838,092 |
| Entergy\tTexas |  |  |
| Audit\tFees | $1,945,188 | $998,092 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 1,945,188 | 998,092 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $1,945,188 | $998,092 |
| System\tEnergy |  |  |
| Audit\tFees | $901,218 | $803,092 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 901,218 | 803,092 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $901,218 | $803,092 |

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

(b) Includes	fees	for	tax	advisory	services.

(c) 100%	of	fees	paid	in	2011	and	2010	were	pre-approved	by	the	Entergy	Corporation	Audit	Committee.

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

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

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

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

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

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

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

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

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

# PART	IV

# Item	15.		Exhibits	and	Financial	Statement	Schedules

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

# (a)2. Financial	Statement	Schedules

Report	of	Independent	Registered	Public	Accounting	Firm	(see	page	494)

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

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

# SIGNATURES

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

# By		/s/	Theodore	H.	Bunting,

# Senior	Vice	President	and	Chief	Accounting	Officer

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

J.	Wayne	Leonard	(Chairman	of	the	Board,	Chief	Executive	Officer	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault	(Executive	Vice	President	and	Chief	Financial	Officer;	Principal Financial	Officer);	Maureen	S.	Bateman,	Gary	W.	Edwards,	Alexis	M.	Herman,	Donald	C.	Hintz,	Stuart	L.	Levenick,	Blanche	L.	Lincoln,	Stewart	C.	Myers,	William	A.	Percy,	II,	W.	J.	Tauzin, and	Steven	V.	Wilkinson	(Directors).

(Theodore	H.	Bunting,	Jr.,	Attorney-in-fact)

# ENTERGY	ARKANSAS,	INC.

Hugh	T.	McDonald	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

William	M.	Mohl	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

Haley	R.	Fisackerly	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

# By		/s/	Theodore	H.	Bunting,	Jr.

Charles	L.	Rice,	Jr.	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

# ENTERGY	TEXAS,	INC.

Joseph	F.	Domino	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

John	T.	Herron	(Chairman,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Wanda	C.	Curry	(Vice	President,	Chief	Financial	Officer	-	Nuclear	Operations; Principal	Financial	Officer);	Leo	P.	Denault	and	Steven	C.	McNeal	(Directors).

# CONSENTS	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

We	consent	 to	 the	 incorporation	by	reference	 in	Post-Effective	Amendments	Nos.	1	and	2	on	Form	S-3	and	 their	related	prospectus	 to	Registration	Statement	No.	333-169315,	Post	-Effective Amendments	Nos.	3	and	5A	on	Form	S-8	and	their	related	prospectuses	to	Registration	Statement	No.	33-54298		on	Form	S-4,	and	in	Registration	Statements	Nos.	333-55692,	333-68950,	333-75097, 333-90914,	333-98179,	333-140183,	333-142055,		333-168664,	and	333-174148	on	Form	S-8	of	our	reports	dated	February	27,	2012,	relating	to	the	consolidated	financial	statements	and	financial statement	schedule	of	Entergy	Corporation	and	Subsidiaries,	and	the	effectiveness	of	Entergy	Corporation	and	Subsidiaries'	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on Form	10-K	of	Entergy	Corporation	and	Subsidiaries	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	Nos.	1	and	2	on	Form	S-3,	and	their	related	prospectus	to	Registration	Statement	No.	333-169315-03	on	Form	S-3	of	our reports	dated	February	27,	2012,	relating	to	the	consolidated	financial	statements	and	financial	statement	schedule	of	Entergy	Arkansas,	Inc.	and	Subsidiaries,	and	the	effectiveness	of	Entergy	Arkansas, Inc.	and	Subsidiaries'	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Arkansas,	Inc.	and	Subsidiaries	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	Nos.	1	and	2	on	Form	S-3	and	their	related	prospectus	to	Registration	Statement	No.	333-169315-02	on	Form	S-3	of	our reports	dated	February	27,	2012	relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	Gulf	States	Louisiana,	L.L.C.,	and	the	effectiveness	of	Entergy	Gulf	States	Louisiana, L.L.C.'s	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Gulf	States	Louisiana,	L.L.C.	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	Nos.	1	and	2	on	Form	S-3	and	their	related	prospectus	to	Registration	Statement	No.	333-169315-01	on	Form	S-3	of	our reports	dated	February	27,	2012,	relating	to	the	consolidated	financial	statements	and	financial	statement	schedule	of	Entergy	Louisiana,	LLC	and	Subsidiaries,	and	the	effectiveness	of	Entergy Louisiana,	LLC	and	Subsidiaries'	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Louisiana,	LLC	and	Subsidiaries	for	the	year	ended	December	31, 2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	No.	2	on	Form	S-3	and	its	related	prospectus	to	Registration	Statement	No.	333-169315-07	on	Form	S-3	of	our	reports	dated February	27,	2012,	relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	Mississippi,	Inc.,	and	the	effectiveness	of	Entergy	Mississippi,	Inc.'s	internal	control	over	financial reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Mississippi,	Inc.	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	No.	2	on	Form	S-3	and	its	related	prospectus	to	Registration	Statement	No.	333-169315-06	on	Form	S-3	of	our	reports	dated February	27,	2012,	relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	New	Orleans,	Inc.,	and	the	effectiveness	of	Entergy	New	Orleans,	Inc.'s	internal	control	over	financial reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	New	Orleans,	Inc.	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	No.	2	on	Form	S-3	and	its		related	prospectus	to	Registration	Statement	No.	333-169315-05	on	Form	S-3	of	our	reports	dated February	 27,	 2012,	 relating	 to	 the	 consolidated	 financial	 statements	 and	 financial	 statement	 schedule	 of	 Entergy	Texas,	 Inc.	 and	 Subsidiaries,	 and	 the	 effectiveness	 of	 Entergy	Texas,	 Inc.	 and Subsidiaries'	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Texas,	Inc.	and	Subsidiaries	for	the	year	ended	December	31,	2011.

We	consent	to	the	incorporation	by	reference	in	Post-Effective	Amendment	No.	2	on	Form	S-3	and	its	related	prospectus	to	Registration	Statement	No.	333-169315-04	on	Form	S-3	of	our	reports	dated February	27,	2012,	relating	to	the	financial	statements	of	System	Energy	Resources,	Inc.,	and	the	effectiveness	of	System	Energy	Resources,	Inc.'s	internal	control	over	financial	reporting,	appearing	in this	Annual	Report	on	Form	10-K	of	System	Energy	Resources,	Inc.	for	the	year	ended	December	31,	2011.

We	have	audited	the	consolidated	financial	statements	of	Entergy	Corporation	and	Subsidiaries,	Entergy	Arkansas,	Inc.	and	Subsidiaries,	Entergy	Louisiana,	LLC	and	Subsidiaries,	and	Entergy	Texas, Inc.	and	Subsidiaries,	and	we	have	also	audited	the	financial	statements	of	Entergy	Gulf	States	Louisiana,	L.L.C.,	Entergy	Mississippi,	Inc.,	and	Entergy	New	Orleans,	Inc.	(collectively	the	"Companies") as	of	December	31,	2011	and	2010,	and	for	each	of	the	three	years	in	the	period	ended	December	31,	2011,	and	the	respective	Companies'	internal	control	over	financial	reporting	as	of	December	31, 2011,	and	have	issued	our	reports	thereon	dated	February	27,	2012;	such	reports	are	included	elsewhere	in	this	Form	10-K.		Our	audits	also	included	the	financial	statement	schedules	of	the	respective Companies	listed	in	Item	15.		These	financial	statement	schedules	are	the	responsibility	of	the	respective	Companies'	management.		Our	responsibility	is	to	express	an	opinion	based	on	our	audits.		In	our opinion,	such	financial	statement	schedules,	when	considered	in	relation	to	the	basic	financial	statements	taken	as	a	whole,	present	fairly,	in	all	material	respects,	the	information	set	forth	therein.

# INDEX	TO	FINANCIAL	STATEMENT	SCHEDULES

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

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

# SCHEDULE	II	-	VALUATION	AND	QUALIFYING	ACCOUNTS

# (In	Thousands)

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Additions | Other\nChanges |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$31,777 | \t$512 | \t$1,130 | \t$31,159 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$395,250 | \t$46,792 | \t$56,530 | \t$385,512 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$27,631 | \t$1,569 | \t$(2,577) | \t$31,777 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$141,315 | \t$333,371 | \t$79,436 | \t$395,250 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$25,610 | \t$2,021 | \t$- | \t$27,631 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$147,452 | \t$52,050 | \t$58,187 | \t$141,315 |

# Notes:

(1)	Deductions	from	provisions	represent	losses	or	expenses	for	which	the	respective	provisions	were

						created.	In	the	case	of	the	provision	for	doubtful	accounts,	such	deductions	are	reduced	by	recoveries 						of	amounts	previously	written	off.

(2)	Accumulated	provisions	not	deducted	from	assets	includes	provisions	for	storm	damage,	property	insurance,	injuries	and	damages,

							and	environmental	items.

(3)	Accumulated	provisions	not	deducted	from	assets	includes	provisions	for	storm	damage,	property	insurance,	injuries	and	damages,	environmental,

							and	pension	related	items.

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Additions | Other\nChanges |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$24,402 | \t$1,753 | \t$- | \t$26,155 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$7,970 | \t$19,424 | \t$21,754 | \t$5,640 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$21,853 | \t$2,549 | \t$- | \t$24,402 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$13,217 | \t$21,088 | \t$26,335 | \t$7,970 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$19,882 | \t$1,971 | \t$- | \t$21,853 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$15,925 | \t$17,076 | \t$19,784 | \t$13,217 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,306 | \t$(235) | \t$228 | \t$843 |
| \tAccumulated\tProvisions\n\t\tNot\tDeducted\tfrom\tAssets\t(2) | \t$97,680 | \t$10,098 | \t$8,745 | \t$99,033 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,235 | \t$(413) | \t$(484) | \t$1,306 |
| \tAccumulated\tProvisions\n\t\tNot\tDeducted\tfrom\tAssets\t(2) | \t$14,669 | \t$92,647 | \t$9,636 | \t$97,680 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,230 | \t$5 | \t$- | \t$1,235 |
| \tAccumulated\tProvisions\n\t\tNot\tDeducted\tfrom\tAssets\t(3) | \t$13,896 | \t$7,660 | \t$6,887 | \t$14,669 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Additions | Other\nChanges |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,961 | \t$(453) | \t$361 | \t$1,147 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$223,556 | \t$6,014 | \t$16,510 | \t$213,060 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,312 | \t$(112) | \t$(761) | \t$1,961 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$20,301 | \t$206,832 | \t$3,577 | \t$223,556 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,698 | \t$(386) | \t$- | \t$1,312 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$19,916 | \t$7,851 | \t$7,466 | \t$20,301 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$985 | \t$(229) | \t$- | \t$756 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$39,466 | \t$645 | \t$1,822 | \t$38,289 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,018 | \t$(33) | \t$- | \t$985 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$41,403 | \t$3,176 | \t$5,113 | \t$39,466 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$687 | \t$331 | \t$- | \t$1,018 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$36,957 | \t$11,411 | \t$6,965 | \t$41,403 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$734 | \t$(241) | \t$28 | \t$465 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$11,206 | \t$9,203 | \t$4,566 | \t$15,843 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,166 | \t$(491) | \t$(59) | \t$734 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$15,991 | \t$7,766 | \t$12,551 | \t$11,206 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,112 | \t$54 | \t$- | \t$1,166 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$10,609 | \t$2,187 | \t$(3,195) | \t$15,991 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
|  |  | or\tRegulatory |  |  |
| Description | of\tPeriod | Assets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2011 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$2,185 | \t$(212) | \t$512 | \t$1,461 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$5,320 | \t$2,321 | \t$2,617 | \t$5,024 |
| Year\tended\tDecember\t31,\t2010 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$844 | \t$69 | \t$(1,272) | \t$2,185 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(2) | \t$8,710 | \t$1,629 | \t$5,019 | \t$5,320 |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |
| \tAccumulated\tProvisions |  |  |  |  |
| \t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\tDoubtful\tAccounts | \t$1,001 | \t$(157) | \t$- | \t$844 |
| \tAccumulated\tProvisions\tNot\n\t\tDeducted\tfrom\tAssets\t(3) | \t$12,936 | \t$4,944 | \t$9,170 | \t$8,710 |

(1)	Deductions	from	provisions	represent	losses	or	expenses	for	which	the	respective	provisions	were 						created.	In	the	case	of	the	provision	for	doubtful	accounts,	such	deductions	are	reduced	by	recoveries 						of	amounts	previously	written	off.

(2)	Accumulated	provisions	not	deducted	from	assets	includes	provisions	for	storm	damage,	property	insurance,	injuries	and	damages 							and	environmental	items.

# EXHIBIT	INDEX

The	following	exhibits	indicated	by	an	asterisk	preceding	the	exhibit	number	are	filed	herewith.		The	balance	of	the	exhibits	have	heretofore	been	filed	with	the	SEC	as	the	exhibits	and	in	the	file	numbers indicated	and	are	incorporated	herein	by	reference.		The	exhibits	marked	with	a	(+)	are	management	contracts	or	compensatory	plans	or	arrangements	required	to	be	filed	herewith	and	required	to	be identified	as	such	by	Item	15	of	Form	10-K.

Some	of	the	agreements	included	or	incorporated	by	reference	as	exhibits	to	this	Form	10-K	contain	representations	and	warranties	by	each	of	the	parties	to	the	applicable	agreement.		These representations	and	warranties	were	made	solely	for	the	benefit	of	the	other	parties	to	the	applicable	agreement	and	(i)	were	not	intended	to	be	treated	as	categorical	statements	of	fact,	but	rather	as	a	way of	allocating	the	risk	to	one	of	the	parties	if	those	statements	prove	to	be	inaccurate;	(ii)	may	have	been	qualified	in	such	agreement	by	disclosures	that	were	made	to	the	other	party	in	connection	with	the negotiation	of	the	applicable	agreement;	(iii)	may	apply	contract	standards	of	"materiality"	that	are	different	from	the	standard	of	"materiality"	under	the	applicable	securities	laws;	and	(iv)	were	made only	as	of	the	date	of	the	applicable	agreement	or	such	other	date	or	dates	as	may	be	specified	in	the	agreement.

Entergy	acknowledges	that,	notwithstanding	the	inclusion	of	the	foregoing	cautionary	statements,	it	is	responsible	for	considering	whether	additional	specific	disclosures	of	material	information regarding	material	contractual	provisions	are	required	to	make	the	statements	in	this	Form	10-K	not	misleading.

# (2)	Plan	of	Acquisition,	Reorganization,	Arrangement,	Liquidation	or	Succession

(a)	1	-- Merger	Agreement,	dated	as	of	December	4,	2011,	among	Entergy	Corporation,	Mid	South	TransCo	LLC,	ITC	Holdings	Corp.	and	Ibis	Transaction	Subsidiary	LLC	(2.1	to Form	8-K	filed	December	6,	2011	in	1-11299).

(a)	2	-- Separation	Agreement,	dated	as	of	December	4,	2011,	among	Entergy	Corporation,	ITC	Holdings	Corp.,	Mid	South	TransCo	LLC,	Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	Entergy	Services,	Inc.	(2.2	to	Form	8-K	filed	December	6,	2011	in	1-11299).

(b)	2	-- Separation	Agreement,	dated	as	of	December	4,	2011,	among	Entergy	Corporation,	ITC	Holdings	Corp.,	Mid	South	TransCo	LLC,	Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	Entergy	Services,	Inc.	(2.2	to	Form	8-K	filed	December	6,	2011	in	1-11299).

Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas

(c)	1	-- Separation	Agreement,	dated	as	of	December	4,	2011,	among	Entergy	Corporation,	ITC	Holdings	Corp.,	Mid	South	TransCo	LLC,	Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	Entergy	Services,	Inc.	(2.2	to	Form	8-K	filed	December	6,	2011	in	1-11299).

# (3)	Articles	of	Incorporation	and	By-laws

(c)	1	-- Articles	of	Amendment	and	Restatement	for	the	Second	Amended	and	Restated	Articles	of	Incorporation	of	Entergy	Arkansas,	effective	August	19,	2009	(3	to	Form	8-K	filed August	24,	2009	in	1-10764).

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

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

(a)	2	-- Credit	Agreement	($3,500,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Corporation,	the	Banks	(Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP Paribas,	Calyon	New	York	Branch,	Credit	Suisse	(Cayman	Islands	Branch),	J.	P.	Morgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Lehman	Brothers	Bank	(FSB), Mizuho	Corporate	Bank,	Ltd.,	Morgan	Stanley	Bank,	Regions	Bank,	Societe	Generale,	The	Bank	of	New	York,	The	Bank	of	Nova	Scotia,	The	Bank	of	Toyko-Mitsubishi	UFJ, Ltd.	 (New	York	 Branch),	 The	 Royal	 Bank	 of	 Scotland	 plc,	 Union	 Bank	 of	 California,	 N.A.,	 Wachovia	 Bank,	 National	Association	 and	 William	 Street	 Commitment Corporation),	Citibank,	N.A.,	as	Administrative	Agent	and	LC	Issuing	Bank,	and	ABN	AMRO	Bank,	N.V.,	as	LC	Issuing	Bank	(10(a)	to	Form	10-Q	for	the	quarter	ended	June 30,	2007	in	1-11299).

(a)	3	-- Indenture	(For	Unsecured	Debt	Securities),	dated	as	of	September	1,	2010,	between	Entergy	Corporation	and	Wells	Fargo	Bank,	National	Association	(4.01	to	Form	8-K	filed September	16,	2010	in	1-11299).

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

(d)	3	-- Agreement	of	Resignation,	Appointment	and	Acceptance,	dated	as	of	October	3,	2007,	among	Entergy	Gulf	States,	Inc.,	JPMorgan	Chase	Bank,	National	Association,	as resigning	trustee,	and	The	Bank	of	New	York,	as	successor	trustee	(4(a)	to	Form	10-Q	for	the	quarter	ended	September	30,	2007	in	1-27031).

(d)	4	-- Credit	Agreement	($200,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Gulf	States,	Inc.,	the	Banks	(Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP Paribas,	Calyon	New	York	Branch,	Credit	Suisse	(Cayman	Islands	Branch),	JPMorgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Mizuho	Corporate	Bank,	Ltd., Morgan	Stanley	Bank,	The	Bank	of	New	York,	The	Royal	Bank	of	Scotland	plc,	and	Wachovia	Bank,	National	Association),	Citibank,	N.A.,	as	Administrative	Agent,	and	the LC	Issuing	Banks	(10(c)	to	Form	10-Q	for	the	quarter	ended	June	30,	2007	in	1-27031).

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

(e)	3	-- Facility	Lease	No.	2,	dated	as	of	September	1,	1989,	between	First	National	Bank	of	Commerce,	as	Owner	Trustee,	and	Entergy	Louisiana	(4(c)-2	in	Registration	No.	33- 30660),	as	supplemented	by	Lease	Supplemental	No.	1	dated	as	of	July	1,	1997	(attached	to	Refunding	Agreement	No.	2,	dated	as	of	June	27,	1997,	with	such	Refunding Agreement	filed	as	Exhibit	3	to	Current	Report	on	Form	8-K,	dated	July	14,	1997	in	1-8474).

(e)	5	-- Credit	Agreement	($200,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Louisiana,	the	Banks	(Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP Paribas,	Calyon	New	York	Branch,	Credit	Suisse	(Cayman	Islands	Branch),	JPMorgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Mizuho	Corporate	Bank,	Ltd., Morgan	Stanley	Bank,	The	Bank	of	New	York,	The	Royal	Bank	of	Scotland	plc,	and	Wachovia	Bank,	National	Association),	Citibank,	N.A.,	as	Administrative	Agent,	and	the LC	Issuing	Banks	(10(b)	to	Form	10-Q	for	the	quarter	ended	June	30,	2007	in	1-11299).

(h)	1	-- Credit	Agreement	($200,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Gulf	States,	Inc.	the	Banks	(Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP Paribas,	Calyon	New	York	Branch,	Credit	Suisse	(Cayman	Islands	Branch),	J.	P.	Morgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Mizuho	Corporate	Bank,	Ltd., Morgan	Stanley	Bank,	The	Bank	of	New	York,	The	Royal	Bank	of	Scotland	plc,	and	Wachovia	Bank,	National	Association),	Citibank,	N.A.,	as	Administrative	Agent	and	LC Issuing	Bank	(10(c)	to	Form	10-Q	for	the	quarter	ended	June	30,	2007	in	1-11299).

(h)	7	-- Officer's	Certificate	No.	5-B-4	dated	September	7,	2011,	supplemental	to	Indenture,	Deed	of	Trust	and	Security	Agreement	dated	as	of	October	1,	2008,	between	Entergy Texas,	Inc.	and	The	Bank	of	New	York	Mellon,	as	trustee	(4.40	to	Form	8-K	dated	September	13,	2011	in	1-34360).

# (10)		Material	Contracts

(a)	13	-- Thirty-fifth	Assignment	of	Availability	Agreement,	Consent	and	Agreement,	dated	as	of	December	22,	2003,	among	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana, Entergy	Mississippi,	and	Entergy	New	Orleans,	and	Union	Bank	of	California,	N.A	(10(a)25	to	Form	10-K	for	the	year	ended	December	31,	2003	in	1-11299).

(a)	15	-- Thirty-sixth	Assignment	of	Availability	Agreement,	Consent	and	Agreement,	dated	as	of	September	1,	2007,	among	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana, Entergy	Mississippi,	and	Entergy	New	Orleans,	and	The	Bank	of	New	York	and	Douglas	J.	MacInnes,	as	trustees	(10(a)24	to	Form	10-K	for	the	year	ended	December	31,	2007 in	1-11299).

(a)	18	-- Thirty-fifth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	December	22,	2003,	among	Entergy	Corporation,	System	Energy,	and	Union	Bank	of California,	N.A	(10(a)38	to	Form	10-K	for	the	year	ended	December	31,	2003	in	1-11299).

(a)	19	-- Thirty-sixth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	September	1,	2007,	among	Entergy	Corporation,	System	Energy	and	The	Bank	of	New	York and	Douglas	J.	MacInnes,	as	Trustees	(10(a)36	to	Form	10-K	for	the	year	ended	December	31,	2007	in	1-11299).

(a)	20	-- First	Amendment	to	Supplementary	Capital	Funds	Agreements	and	Assignments,	dated	as	of	June	1,	1989,	by	and	between	Entergy	Corporation,	System	Energy,	Deposit Guaranty	National	Bank,	United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey	(C	to	Rule	24	Certificate	dated	June	8,	1989	in	70-7026).

(a)	21	-- First	Amendment	to	Supplementary	Capital	Funds	Agreements	and	Assignments,	dated	as	of	June	1,	1989,	by	and	between	Entergy	Corporation,	System	Energy,	United	States Trust	Company	of	New	York	and	Gerard	F.	Ganey	(C	to	Rule	24	Certificate	dated	June	8,	1989	in	70-7123).

(a)	22	-- First	Amendment	to	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	June	1,	1989,	by	and	between	Entergy	Corporation,	System	Energy	and	Chemical Bank	(C	to	Rule	24	Certificate	dated	June	8,	1989	in	70-7561).

(a)	31	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(a)	32	-- First	Amendment	to	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter	ended	September	30,	1984	in	1-3517).

(a)	34	-- Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated	April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December 31,	1987).

(a)	35	-- First	Amendment,	dated	January	1,	1990,	to	the	Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for the	year	ended	December	31,	1989).

(a)	36	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the year	ended	December	31,	1992).

(a)	37	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year ended	December	31,	1993).

(a)	38	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(a)	39	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-11299).

(a)	40	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-11299).

+(a)	46	-- 2007	Equity	Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries	(Effective	for	Grants	and	Elections	On	or	After	January	1,	2007) (Appendix	B	to	Entergy	Corporation's	Definitive	Proxy	Statement	filed	on	March	24,	2006	in	1-11299).

+(a)	50	-- Amended	and	Restated	1998	Equity	Ownership	Plan	of	Entergy	Corporation	and	Subsidiaries	(Effective	for	Grants	and	Elections	After	February	13,	2003)	(10(a)	to	Form	10-Q for	the	quarter	ended	March	31,	2003	in	1-11299).

+(a)	54	-- 2011	Equity	Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries	(Annex	A	to	Entergy	Corporation's	Definitive	Proxy	Statement	filed	on March	24,	2011	in	1-11299).

*+(a)	57	-- Second	Amendment	of	the	Supplemental	Retirement	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

+(a)	58	-- Defined	Contribution	Restoration	Plan	of	Entergy	Corporation	and	Subsidiaries,	as	amended	and	restated	effective	January	1,	2009	(10(a)59	to	Form	10-K	for	the	year	ended December	31,	2010	in	1-11299).

+(a)	59	-- First	Amendment	of	the	Defined	Contribution	Restoration	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	December	30,	2010	(10(a)60	to	Form	10-K	for	the	year	ended December	31,	2010	in	1-11299).

*+(a)	60	-- Second	Amendment	of	the	Defined	Contribution	Restoration	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

+(a)	62	-- Executive	Deferred	Compensation	Plan	of	Entergy	Corporation	and	Subsidiaries,	as	amended	and	restated	effective	January	1,	2009	(10(a)62	to	Form	10-K	for	the	year	ended December	31,	2010	in	1-11299).

+(a)	63	-- First	Amendment	of	the	Executive	Deferred	Compensation	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	December	30,	2010	(10(a)63	to	Form	10-K	for	the	year ended	December	31,	2010	in	1-11299).

*+(a)	64	-- Second	Amendment	of	the	Executive	Deferred	Compensation	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

+(a)	69-- First	Amendment	of	the	System	Executive	Continuity	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	1,	2010	(10(a)78	to	Form	10-K	for	the	year	ended December	31,	2009	in	1-11299).

*+(a)	71	-- Third	Amendment	of	the	System	Executive	Continuity	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

*+(a)	76	-- Second	Amendment	of	the	Pension	Equalization	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

+(a)	77	-- Service	Recognition	Program	for	Non-Employee	Outside	Directors	of	Entergy	Corporation	and	Subsidiaries,	effective	January	1,	2009	(10(a)	to	Form	10-Q	for	the	quarter ended	June	30,	2008	in	1-11299).

*+(a)	81	-- Second	Amendment	of	the	System	Executive	Retirement	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

+(a)	98	-- Entergy	 Corporation	 Outside	 Director	 Stock	 Program	 Established	 under	 the	 2007	 Equity	 Ownership	 and	 Long	 Term	 Cash	 Incentive	 Plan	 of	 Entergy	 Corporation	 and Subsidiaries	(Amended	and	Restated	effective	January	1,	2009)	(10(b)	to	Form	10-Q	for	the	quarter	ended	June	30,	2008	in	1-11299).

+(a)	99	-- First	Amendment	to	Entergy	Corporation	Outside	Director	Stock	Program	Established	under	the	2007	Equity	Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy Corporation	Subsidiaries	(10(a)105	to	Form	10-K	for	the	year	ended	December	31,	2008	in	1-11299).

+(a)	100	-- Entergy	 Corporation	 Outside	 Director	 Stock	 Program	 Established	 under the	 2011	 Equity	 Ownership	 and	 Long	 Term	 Cash Incentive	 Plan	 of	 Entergy	 Corporation	 and Subsidiaries	(10(b)	to	Form	10-Q	for	the	quarter	ended	June	30,	2011	in	1-11299).

+(a)	105	-- Executive	Annual	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries	as	amended	and	restated	effective	January	1,	2010	(Annex	A	to	Entergy	Corporation's	Definitive Proxy	Statement	filed	on		March	17,	2010	in	1-11299).

*+(a)	106	-- First	Amendment	of	the	Executive	Annual	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective	January	27,	2011.

*+(a)	108	-- Form	of	Long	Term	Incentive	Program	Performance	Unit	Grant	Letter.

(b)	19	-- Amended	and	Restated	Installment	Sale	Agreement,	dated	as	of	February	15,	1996,	between	System	Energy	and	Claiborne	County,	Mississippi	(B-6(a)	to	Rule	24	Certificate dated	March	4,	1996	in	70-8511).

(b)	29	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

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

(b)	36	-- Partial	Termination	Agreement,	dated	as	of	December	1,	1986,	between	System	Energy	and	Entergy	Mississippi	(A-2	to	Rule	24	Certificate	dated	January	8,	1987	in	70-5399).

(b)	37	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated	April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December 31,	1987).

(b)	38	-- First	Amendment,	dated	January	1,	1990	to	the	Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for the	year	ended	December	31,	1989).

(b)	39	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the year	ended	December	31,	1992).

(b)	40	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year ended	December	31,	1993).

(b)	41	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(b)	42	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-9067).

(b)	43	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-9067).

*(b)	46	-- Amendment,	dated	January	1,	2011,	to	Service	Agreement	with	Entergy	Services.

(b)	49	-- Letter	of	Credit	and	Reimbursement	Agreement,	dated	as	of	December	22,	2003,	among	System	Energy	Resources,	Inc.,	Union	Bank	of	California,	N.A.,	as	administrating bank	and	funding	bank,	Keybank	National	Association,	as	syndication	agent,	Banc	One	Capital	Markets,	Inc.,	as	documentation	agent,	and	the	Banks	named	therein,	as Participating	Banks	(10(b)63	to	Form	10-K	for	the	year	ended	December	31,	2003	in	1-9067).

(c)	1	-- Agreement,	dated	April	23,	1982,	among	Entergy	Arkansas	and	certain	other	System	companies,	relating	to	System	Planning	and	Development	and	Intra-System	Transactions (10(a)	1	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

*(c)	7	-- Amendment,	dated	January	1,	2011,	to	Service	Agreement	with	Entergy	Services.

(c)	28	-- Contract,	dated	May	28,	1943,	Amendment	to	Contract,	dated	July	21,	1949,	and	Supplement	to	Amendment	to	Contract,	dated	December	30,	1949,	between	Entergy	Arkansas and	McKamie	Gas	Cleaning	Company;	Agreements,	dated	as	of	September	30,	1965,	between	Entergy	Arkansas	and	former	stockholders	of	McKamie	Gas	Cleaning	Company; and	Letter	Agreement,	dated	June	22,	1966,	by	Humble	Oil	&	Refining	Company	accepted	by	Entergy	Arkansas	on	June	24,	1966	(5(k)7	in	2-41080).

(c)	30	-- White	Bluff	Operating	Agreement,	dated	June	27,	1977,	among	Entergy	Arkansas	and	Arkansas	Electric	Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City	of Jonesboro,	Arkansas	(B-2(a)	to	Rule	24	Certificate	dated	June	30,	1977	in	70-6009).

(c)	31	-- White	Bluff	Ownership	Agreement,	dated	June	27,	1977,	among	Entergy	Arkansas	and	Arkansas	Electric	Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City of	Jonesboro,	Arkansas	(B-1(a)	to	Rule	24	Certificate	dated	June	30,	1977	in	70-6009).

(c)	33	-- Transmission	Agreement,	dated	August	2,	1977,	between	Entergy	Arkansas	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	(5(r)3	in	2-60233).

(c)	34	-- Power	Coordination,	Interchange	and	Transmission	Service	Agreement,	dated	as	of	June	27,	1977,	between	Arkansas	Electric	Cooperative	Corporation	and	Entergy	Arkansas (5(r)4	in	2-60233).

(c)	35	-- Independence	Steam	Electric	Station	Operating	Agreement,	dated	July	31,	1979,	among	Entergy	Arkansas	and	Arkansas	Electric	Cooperative	Corporation	and	City	Water	and Light	Plant	of	the	City	of	Jonesboro,	Arkansas	and	City	of	Conway,	Arkansas	(5(r)6	in	2-66235).

(c)	37	-- Independence	Steam	Electric	Station	Ownership	Agreement,	dated	July	31,	1979,	among	Entergy	Arkansas	and	Arkansas	Electric	Cooperative	Corporation	and	City	Water	and Light	Plant	of	the	City	of	Jonesboro,	Arkansas	and	City	of	Conway,	Arkansas	(5(r)7	in	2-66235).

(c)	41	-- Consent,	Agreement	and	Assumption,	dated	December	4,	1984,	among	Entergy	Arkansas,	Entergy	Mississippi,	other	co-owners	of	the	Independence	Station	and	United	States Trust	Company	of	New	York,	as	Trustee	(10(c)56	to	Form	10-K	for	the	year	ended	December	31,	1984	in	1-10764).

(c)	42	-- Power	Coordination,	Interchange	and	Transmission	Service	Agreement,	dated	as	of	July	31,	1979,	between	Entergy	Arkansas	and	City	Water	and	Light	Plant	of	the	City	of Jonesboro,	Arkansas	(5(r)8	in	2-66235).

(c)	43	-- Power	Coordination,	Interchange	and	Transmission	Agreement,	dated	as	of	June	29,	1979,	between	City	of	Conway,	Arkansas	and	Entergy	Arkansas	(5(r)9	in	2-66235).

(c)	46	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(c)	47	-- First	Amendment	to	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy New	Orleans	(19	to	Form	10-Q	for	the	quarter	ended	September	30,	1984	in	1-3517).

(c)	50	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated	April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December 31,	1987).

(c)	51	-- First	Amendment,	dated	January	1,	1990,	to	the	Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for the	year	ended	December	31,	1989).

(c)	52	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the year	ended	December	31,	1992).

(c)	53	-- Third	Amendment	dated	January	1,	1994,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year ended	December	31,	1993).

(c)	54	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(c)	55	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-10764).

(c)	56	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-10764).

(c)	61	-- Agreement	for	Purchase	and	Sale	of	Independence	Unit	2	between	Entergy	Arkansas	and	Entergy	Power,	dated	as	of	August	28,	1990	(B-3(c)	to	Rule	24	Certificate	dated September	6,	1990	in	70-7684).

(c)	63	-- Ritchie	Steam	Electric	Station	Unit	No.	2	Operating	Agreement	between	Entergy	Arkansas	and	Entergy	Power,	dated	as	of	August	28,	1990	(B-5(a)	to	Rule	24	Certificate	dated September	6,	1990	in	70-7684).

(c)	64	-- Ritchie	Steam	Electric	Station	Unit	No.	2	Ownership	Agreement	between	Entergy	Arkansas	and	Entergy	Power,	dated	as	of	August	28,	1990	(B-6(a)	to	Rule	24	Certificate dated	September	6,	1990	in	70-7684).

(c)	65	-- Power	Coordination,	Interchange	and	Transmission	Service	Agreement	between	Entergy	Power	and	Entergy	Arkansas,	dated	as	of	August	28,	1990	(10(c)71	to	Form	10-K	for the	year	ended	December	31,	1990	in	1-10764).

(d)	1	-- Agreement	effective	February	1,	1964,	between	Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River	Authority	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central Louisiana	Electric	Company,	Inc.,	and	Louisiana	Power	&	Light	Company,	as	supplemented	(B	to	Form	8-K	dated	May	6,	1964,	A	to	Form	8-K	dated	October	5,	1967,	A	to Form	8-K	dated	May	5,	1969,	and	A	to	Form	8-K	dated	December	1,	1969	in	1-27031).

(d)	2	-- Joint	Ownership	Participation	and	Operating	Agreement	regarding	River	Bend	Unit	1	Nuclear	Plant,	dated	August	20,	1979,	between	Entergy	Gulf	States,	Inc.,	Cajun,	and SRG&T;	Power	Interconnection	Agreement	with	Cajun,	dated	June	26,	1978,	and	approved	by	the	REA	on	August	16,	1979,	between	Entergy	Gulf	States,	Inc.	and	Cajun;	and Letter	Agreement	regarding	CEPCO	buybacks,	dated	August	28,	1979,	between	Entergy	Gulf	States,	Inc.	and	Cajun	(2,	3,	and	4,	respectively,	to	Form	8-K	dated	September	7, 1979	in	1-27031).

(d)	6	-- Agreements	between	Southern	Company	and	Entergy	Gulf	States,	Inc.,	dated	February	25,	1982,	which	cover	the	construction	of	a	140-mile	transmission	line	to	connect	the two	systems,	purchase	of	power	and	use	of	transmission	facilities	(10-31	to	Form	10-K	for	the	year	ended	December	31,	1981	in	1-27031).

(d)	8	-- First	Amended	Power	Sales	Agreement,	dated	December	1,	1985	between	Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River	Authority,	State	of	Texas,	and	Entergy Gulf	States,	Inc.,	Central	Louisiana	Electric	Co.,	Inc.,	and	Louisiana	Power	and	Light	Company	(10-72	to	Form	10-K	for	the	year	ended	December	31,	1985	in	1-27031).

+(d)	10	-- Trust	Agreement	for	Deferred	Payments	to	be	made	by	Entergy	Gulf	States,	Inc.	pursuant	to	the	Executive	Income	Security	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and Bankers	Trust	Company,	effective	November	1,	1986	(10-78	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(d)	11	-- Trust	Agreement	for	Deferred	Installments	under	Entergy	Gulf	States,	Inc.	Management	Incentive	Compensation	Plan	and	Administrative	Guidelines	by	and	between	Entergy Gulf	States,	Inc.	and	Bankers	Trust	Company,	effective	June	1,	1986	(10-79	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(d)	12	-- Nonqualified	Deferred	Compensation	Plan	for	Officers,	Nonemployee	Directors	and	Designated	Key	Employees,	effective	December	1,	1985,	as	amended,	continued	and completely	restated	effective	as	of	March	1,	1991	(10-3	to	Amendment	No.	8	in	Registration	No.	2-76551).

+(d)	13	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Nonqualified	Directors	and	Designated	Key	Employees	by	and	between	Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas- Beaumont,	N.A.	(now	Texas	Commerce	Bank),	effective	July	1,	1991	(10-4	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	15	-- Trust	and	Investment	Management	Agreement	between	Entergy	Gulf	States,	Inc.	and	Morgan	Guaranty	and	Trust	Company	of	New	York	(the	"Decommissioning	Trust Agreement")	with	respect	to	decommissioning	funds	authorized	to	be	collected	by	Entergy	Gulf	States,	Inc.,	dated	March	15,	1989	(10-66	to	Form	10-K	for	the	year	ended December	31,	1988	in	1-27031).

(d)	20	-- Partnership	Agreement	by	and	among	Conoco	Inc.,	and	Entergy	Gulf	States,	Inc.,	CITGO	Petroleum	Corporation	and	Vista	Chemical	Company,	dated	April	28,	1988	(10-67	to Form	10-K	for	the	year	ended	December	31,	1988	in	1-27031).

+(d)	22	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Executive	Continuity	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas Commerce	Bank),	effective	May	20,	1991	(10-5	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	24	-- Third	Amendment,	dated	January	1,	1994,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the year	ended	December	31,	1993).

(d)	25	-- Fourth	Amendment,	dated	April	1,	1997,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(d)	26	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	0-20371).

(d)	27	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	0-20371).

*(d)	30	-- Amendment,	dated	January	1,	2011,	to	Service	Agreement	with	Entergy	Services.

(d)	32	-- Decommissioning	Trust	Agreement,	 dated	 as	 of	 December	 22,	 1997,	 by	 and	 between	 Cajun	 Electric	 Power	 Cooperative,	 Inc.	 and	 Mellon	 Bank,	 N.A.	 with	 respect	 to decommissioning	funds	authorized	to	be	collected	by	Cajun	Electric	Power	Cooperative,	Inc.	and	related	Settlement	Term	Sheet	(10(d)42	to	Form	10-K	for	the	year	ended December	31,	2007	in	333-148557).

(d)	33	-- First	Amendment	to	Decommissioning	Trust	Agreement,	dated	as	of	December	23,	2003,	by	and	among	Cajun	Electric	Power	Cooperative,	Inc.,	Mellon	Bank,	N.A.,	Entergy Gulf	States,	Inc.,	and	the	Rural	Utilities	Services	of	the	United	States	Department	of	Agriculture	(10(d)43	to	Form	10-K	for	the	year	ended	December	31,	2007	in	333-148557).

(d)	34	-- Second	Amendment	to	Decommissioning	Trust	Agreement,	dated	December	31,	2007,	by	and	among	Cajun	Electric	Power	Cooperative,	Inc.,	Mellon	Bank,	N.A.,	Entergy	Gulf States	Louisiana,	L.L.C.,	and	the	Rural	Utilities	Services	of	the	United	States	Department	of	Agriculture	(10(d)44	to	Form	10-K	for	the	year	ended	December	31,	2007	in	333- 148557).

(d)	35	-- Second	Amended	and	Restated	Limited	Liability	Company	Agreement	of	Entergy	Holdings	Company	LLC	dated	as	of	July	22,	2010	(10(a)	to	Form	10-Q	for	the	quarter	ended June	30,	2010).

(d)	36	-- Loan	Agreement,	dated	as	of	October	1,	2010,	between	the	Louisiana	Public	Facilities	Authority	and	Entergy	Gulf	States	Louisiana,	L.L.C.	relating	to	Revenue	Bonds	(Entergy Gulf	States	Louisiana,	L.L.C.	Project)	Series	2010A	(4(b)	to	Form	8-K	filed	October	12,	2010	in	0-20371).

(d)	37	-- Loan	Agreement,	dated	as	of	October	1,	2010,	between	the	Louisiana	Public	Facilities	Authority	and	Entergy	Gulf	States	Louisiana,	L.L.C.	relating	to	Revenue	Bonds	(Entergy Gulf	States	Louisiana,	L.L.C.	Project)	Series	2010B	(4(e)	to	Form	8-K	filed	October	12,	2010	in	0-20371).

(e)	1	-- Agreement,	dated	April	23,	1982,	among	Entergy	Louisiana	and	certain	other	System	companies,	relating	to	System	Planning	and	Development	and	Intra-System	Transactions (10(a)1	to	Form	10-K	for	the	year	ended	December	31,	1982,	in	1-3517).

*(e)	7	-- Amendment,	dated	January	1,	2011,	to	Service	Agreement	with	Entergy	Services.

(e)	19	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(e)	20	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter	ended	September	30,	1984	in	1-3517).

(e)	22	-- Contract	for	Disposal	of	Spent	Nuclear	Fuel	and/or	High-Level	Radioactive	Waste,	dated	February	2,	1984,	among	DOE,	System	Fuels	and	Entergy	Louisiana	(10(d)33	to	Form 10-K	for	the	year	ended	December	31,	1984	in	1-8474).

(e)	25	-- Second	Amended	and	Restated	Limited	Liability	Company	Agreement	of	Entergy	Holdings	Company	LLC	dated	as	of	July	22,	2010	(10(a)	to	Form	10-Q	for	the	quarter	ended June	30,	2010).

(e)	26	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-32718).

(e)	27	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-32718).

(e)	28	-- Loan	Agreement,	dated	as	of	October	1,	2010,	between	the	Louisiana	Public	Facilities	Authority	and	Entergy	Louisiana,	LLC	relating	to	Revenue	Bonds	(Entergy	Louisiana, LLC	Project)	Series	2010	(4(b)	to	Form	8-K	filed	October	12,	2010	in	1-32718).

(f)	1	-- Agreement	dated	April	23,	1982,	among	Entergy	Mississippi	and	certain	other	System	companies,	relating	to	System	Planning	and	Development	and	Intra-System	Transactions (10(a)1	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(f)	16	-- Loan	Agreement,	dated	as	of	September	1,	2004,	between	Entergy	Mississippi	and	Mississippi	Business	Finance	Corporation	(B-3(a)	to	Rule	24	Certificate	dated	October	4, 2004	in	70-10157).

(f)	21	-- Owners	Agreement,	dated	November	28,	1984,	among	Entergy	Arkansas,	Entergy	Mississippi	and	other	co-owners	of	the	Independence	Station	(10(c)55	to	Form	10-K	for	the year	ended	December	31,	1984	in	0-375).

(f)	22	-- Consent,	Agreement	and	Assumption,	dated	December	4,	1984,	among	Entergy	Arkansas,	Entergy	Mississippi,	other	co-owners	of	the	Independence	Station	and	United	States Trust	Company	of	New	York,	as	Trustee	(10(c)56	to	Form	10-K	for	the	year	ended	December	31,	1984	in	0-375).

(f)	25	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(f)	26	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter	ended	September	30,	1984	in	1-3517).

(f)	30	-- Partial	Termination	Agreement,	dated	as	of	December	1,	1986,	between	System	Energy	and	Entergy	Mississippi	(A-2	to	Rule	24	Certificate	dated	January	8,	1987	in	70-5399).

(f)	31	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated	April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December 31,	1987).

(f)	32	-- First	Amendment	dated	January	1,	1990	to	the	Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year ended	December	31,	1989).

(f)	33	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the year	ended	December	31,	1992).

(f)	34	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year ended	December	31,	1993).

(f)	35	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(f)	36	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-31508).

(f)	37	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-31508).

(f)	38	-- Purchase	and	Sale	Agreement	by	and	between	Central	Mississippi	Generating	Company,	LLC	and	Entergy	Mississippi,	Inc.,	dated	as	of	March	16,	2005	(10(b)	to	Form	10-Q for	the	quarter	ended	March	31,	2005	in	1-31508).

(g)	17	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans (10(a)39	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

(g)	18	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter	ended	September	30,	1984	in	1-3517).

(g)	21	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated	April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December 31,	1987).

(g)	22	-- First	Amendment,	dated	January	1,	1990,	to	the	Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for the	year	ended	December	31,	1989).

(g)	23	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the year	ended	December	31,	1992).

(g)	24	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year ended	December	31,	1993).

(g)	25	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(g)	26	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	0-5807).

(g)	27	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	0-5807).

(h)	1	-- Agreement	effective	February	1,	1964,	between	Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River	Authority	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central Louisiana	Electric	Company,	Inc.,	and	Louisiana	Power	&	Light	Company,	as	supplemented	(B	to	Form	8-K	dated	May	6,	1964,	A	to	Form	8-K	dated	October	5,	1967,	A	to Form	8-K	dated	May	5,	1969,	and	A	to	Form	8-K	dated	December	1,	1969	in	1-27031).

(h)	7	-- First	Amended	Power	Sales	Agreement,	dated	December	1,	1985	between	Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River	Authority,	State	of	Texas,	and	Entergy Gulf	States,	Inc.,	Central	Louisiana	Electric	Co.,	Inc.,	and	Louisiana	Power	and	Light	Company	(10-72	to	Form	10-K	for	the	year	ended	December	31,	1985	in	1-27031).

+(h)	9	-- Trust	Agreement	for	Deferred	Payments	to	be	made	by	Entergy	Gulf	States,	Inc.	pursuant	to	the	Executive	Income	Security	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and Bankers	Trust	Company,	effective	November	1,	1986	(10-78	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(h)	10	-- Trust	Agreement	for	Deferred	Installments	under	Entergy	Gulf	States,	Inc.	Management	Incentive	Compensation	Plan	and	Administrative	Guidelines	by	and	between	Entergy Gulf	States,	Inc.	and	Bankers	Trust	Company,	effective	June	1,	1986	(10-79	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(h)	11	-- Nonqualified	Deferred	Compensation	Plan	for	Officers,	Nonemployee	Directors	and	Designated	Key	Employees,	effective	December	1,	1985,	as	amended,	continued	and completely	restated	effective	as	of	March	1,	1991	(10-3	to	Amendment	No.	8	in	Registration	No.	2-76551).

+(h)	12	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Nonqualified	Directors	and	Designated	Key	Employees	by	and	between	Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas- Beaumont,	N.A.	(now	Texas	Commerce	Bank),	effective	July	1,	1991	(10-4	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

+(h)	15	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Executive	Continuity	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas Commerce	Bank),	effective	May	20,	1991	(10-5	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(h)	17	-- Third	Amendment,	dated	January	1,	1994,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the year	ended	December	31,	1993).

(h)	18	-- Fourth	Amendment,	dated	April	1,	1997,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year ended	December	31,	1996).

(h)	19	-- Fifth	Amendment	dated	November	20,	2009	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)56	to	Form	10-K	for	the year	ended	December	31,	2009	in	1-34360).

(h)	20	-- Sixth	Amendment	dated	October	11,	2010	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement	(10(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2010	in	1-34360).

*(h)	22	-- Amendment,	dated	January	1,	2011,	to	Service	Agreement	with	Entergy	Services.

# (12)	Statement	Re	Computation	of	Ratios

*(a) Entergy	Arkansas's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and	Preferred	Dividends,	as	defined.

*(b) Entergy	Gulf	States	Louisiana's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and	Preferred	Distributions,	as	defined.

*(c) Entergy	Louisiana's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and	Preferred	Distributions,	as	defined.

*(d) Entergy	Mississippi's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and	Preferred	Dividends,	as	defined.

*(e) Entergy	New	Orleans's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and	Preferred	Dividends,	as	defined.

*(f) Entergy	Texas's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges,	as	defined.

*(g) System	Energy's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges,	as	defined.

# *(21)		Subsidiaries	of	the	Registrants

# (23)		Consents	of	Experts	and	Counsel

*(f) Section	1350	Certification	for	Entergy	Gulf	States	Louisiana.

*(g) Section	1350	Certification	for	Entergy	Louisiana.

*(h) Section	1350	Certification	for	Entergy	Louisiana.

*(i) Section	1350	Certification	for	Entergy	Mississippi.

*(j) Section	1350	Certification	for	Entergy	Mississippi.

*(k) Section	1350	Certification	for	Entergy	New	Orleans.

*PRE	- XBRL	Taxonomy	Extension	Presentation	Linkbase	Document.

*		Filed	herewith.

+		Management	contracts	or	compensatory	plans	or	arrangements.



Question: by how much did the receivables from the money pool differ from 2009 to 2010?
Calculation:    receivables_2010 = 63003
 receivables_2009 = 50131
 change = receivables_2010 - receivables_2009
 answer = change
Answer: 12872