Exhibit 99(a)
ConsolidatedFinancial  Statements

Entergy - Koch, LP

Year ended December 31, 2005

(unaudited) 

 

 

 

Entergy - Koch, LP 

Consolidated Balance Sheet

December 31, 2005

(unaudited)(In Thousands)
**Assets**Current assets:   Cash and cash      equivalents$      18,550  Note receivable from      Partner      130,000  Other      7,818Total current assets      156,368  Noncurrent assets:   Restricted cash -      escrow      205,144  Other       13,256Total noncurrent assets      218,400Total assets      $ 374,768**Liabilities and      Partners' Capital** Current      liabilities:   Accounts      payable$ 11,863  Accrued      liabilities      15,887Total current      liabilities      27,750  Noncurrent      liabilities:   Deferred      gain on sale of trading assets205,144  Other       1,594Total noncurrent      liabilities      206,738  Commitments and      contingencies *(Note 4)*   Partners' capital:   General      partner 1,402  Limited      partners       138,878Total partners'      capital      140,280Total liabilities      and partners' capital      $ 374,768     *See accompanying notes.* **
 

Entergy - Koch, LP

Consolidated Statement of Income

Year ended December 31, 2005 

(unaudited)(In Thousands)
  Operating Revenues$ -   General and administrative expense6,679 Operating (loss) income(6,679)  Other income and expense:   Gain on pipeline insurance      settlements17,311   Other income(expense)8,762 Total other income (expense)26,073 Net income$ 19,394     *See accompanying       notes.* * 

 *
 

 

Entergy - Koch, LP

Consolidated Statement of Changes inPartners' Capital

Year ended December 31, 2005

(unaudited)(In Thousands)
 **General Partner**Limited Partners**Total      Balance at December 31, 2004
$ 1,694
$ 167,747
$ 169,441Plus: net income
194
19,200
19,394Less: distribution to partners
486
48,069
48,555Balance at December 31, 2005
1,402
138,878
$ 140,280
Entergy - Koch, LP

Consolidated Statement of Cash Flows

For the year ended December 31, 2005

(unaudited)(In Thousands)
**Cash flows    from operating activities:** Net income
$ 19,394 Adjustments to    reconcile net income to net cash flows  provided by (used in) operating activities: Decrease in accounts    receivable
45,856 (Decrease) increase in    accounts payable, trade
(26,871)(Decrease) increase in    accrued liabilities
(51,170)Change in other current    assets and liabilities, net
(2,959)Net changes in    working capital
(35,144)Change in net    other noncurrent assets and liabilities
(27,197)Net cash flows    provided by (used in) operating activities
(42,947)  **Cash flows    from investing activities:** Increase in note    receivable, partner 
(130,000)Net    cash flows provided by (used in) investing activities
(130,000)  **Cash flows    from financing activities:** Distribution to    partners
(48,555)Net cash flows    provided by (used in) financing activities
(48,555)  Net change in    cash and cash equivalents
221,502 Cash and cash    equivalents, beginning of year
240,052 Cash and cash    equivalents, end of year
$ 18,550       See accompanying    notes. 
 

Entergy - Koch, LP

Notes to Consolidated Financial Statements

December 31, 2005

(unaudited)
**1. Organization and Nature of Operations**
Entergy - Koch, LP and subsidiaries ("EKLP" or the"Partnership"), is a limited partnership indirectly owned by subsidiaries ofEntergy Corporation ("Entergy") and Koch Industries, Inc. ("Koch")(collectively, the "Partners"). Subsidiaries of Entergy and Koch own 99% of thePartnership through limited partner interests, and the remaining 1% of thePartnership is owned by the general partner, EKLP, LLC, a company owned 50% byEK Holding III, LLC (an Entergy subsidiary), and 50% by Koch Energy, Inc. (aKoch subsidiary). EKLP, LLC, is managed by a board of directors, with eachpartner having equal representation. 

Pursuant to the Agreement of Limited Partnership, datedJanuary 31, 2001 (the "Partnership Agreement"), general distributions areequally shared by the Partners; however, the Partners disproportionately sharein certain profits and special allocations, which occur periodically and wouldoccur upon liquidation. The Partnership Agreement also requires thatdistributions of cash be made quarterly, if EKLP, LLC, determines there isexcess cash, based on EKLP management's recommendation. EKLP was formed tocombine certain natural gas and power trading contracts and assets of Entergywith the natural gas pipeline business and the natural gas, power, and weathertrading business of Koch. 

On November 1, 2004, EKLP sold the assets and liabilities ofits trading business to Merrill Lynch Commodities, Inc. ("MLCI") for a purchaseprice of $800 million plus the fair value of all trading assets and liabilitiessold. The agreement called for EKLP to establish an escrow account for$200 million that EKLP is entitled to, two years from closing, contingent oncertain events that may preclude former EKLP executives from being able tocontinue their services with MLCI. The $200 million contingent gain has beendeferred and is classified as restricted cash - escrow in noncurrent assets, andis recorded as a noncurrent liability on the accompanying consolidated balancesheet. Interest earned on the restricted cash accrues to the benefit of EKLP,pending resolution of the contingency. Such interest amounts to $5.1 million asof December 31, 2005 and is recorded consistent with the contingent gain. 

On December 29, 2004, EKLP sold the stock of its pipelinesubsidiary to TGT Pipeline, LLC, excluding the rights to proceeds from certainpreexisting casualty insurance claims on the pipeline. During 2005, EKLPreceived the proceeds from such preexisting claims and recorded a gain of $17.3million. 

EKLP's future operations will consist of winding down theaffairs of the Partnership. 

The proceeds from the combined sales were used to retire allof EKLP's senior notes and other credit facilities. Remaining proceeds, inexcess of future working capital needs and minimum contractual capitalizationrequirements, as determined by EKLP, are distributed to the Partners.
**2. Significant Accounting Policies***Principles of Consolidation - The consolidated financialstatements include the accounts of all of the Partnership's wholly ownedsubsidiaries after the elimination of significant intercompany transactions andbalances. Investments in entities that are not controlled by the Partnership areaccounted for using either the cost or equity method, as appropriate. Theseinvestments are regularly reviewed for impairment and propriety of currentaccounting treatment.
*Cash and Cash Equivalents - Cash and cash equivalentsconsist primarily of cash on deposit, certificates of deposit, and money marketaccounts with original maturities of three months or less. All highly liquidinvestments with original maturities of three months or less are classified ascash and cash equivalents. 
*Income Taxes - The Partnership's consolidated financialstatements reflect no provision for United States federal and state income taxessince such taxes, if any, are the liabilities of the Partners..
*Use of Estimates - The preparation of the consolidatedfinancial statements in conformity with accounting principles generally acceptedin the United States requires management to make various assumptions andestimates that affect amounts in the consolidated financial statements andaccompanying notes. Actual results could differ from those estimates. 
**3. Fair Value of Financial Instruments**
On December 15, 2005 the Partnership loaned $130 million to asubsidiary of Koch in exchange for a ten-year note. The note bears interest at avariable rate equal to the monthly London Inter-Bank Offered Rate plus ten basispoints (one tenth of one percent). Koch has agreed for a period of one year torepurchase all or a portion of the note at its face value prior to its statedmaturity should EKLP not have sufficient liquidity. Accordingly, the note hasbeen classified as a current asset in the accompanying balance sheet. 

At December 31, 2005, the carrying amounts of certainfinancial instruments held by the Partnership, principally note receivable andcash equivalents are representative of fair value because of the short-termmaturity of these instruments. 
**4. Commitments and Contingencies***Purchase Agreement Indemnifications - In the purchaseagreements for the sale of its trading assets and liabilities and pipelinesubsidiary, EKLP has agreed to indemnify the respective purchasers for certainpotential losses relating to any breaches of the sellers' representations,warranties and obligations under each of the purchase agreements. EKLP does notexpect any material claims under these indemnification obligations, but to theextent that any are asserted and paid, subsequent adjustments to the realizedgains on these sales will be required. 
*Litigation - The Partnership is party to various legalactions arising in the normal course of business. Management believes that thedisposition of outstanding legal actions will not have a material adverse impacton the Partnership's consolidated financial position.
*Regulatory Matters - EKLP is subject to regulation byvarious federal, state, and local government agencies and from time to timereceives formal and informal requests for information from such agencies.

At the federal level, the Federal Energy RegulatoryCommission ("FERC") regulates certain former activities of EKLP regarding energycommodity transportation and wholesale trading. EKLP was also subject to certainaspects of the jurisdiction of the Commodity Futures Trading Commission ("CFTC").
*Cornerstone Matter -On August 18, 2003, Cornerstone Propane Partners, LPfiled suit against Entergy-Koch Trading, LP ("EKT"), a subsidiary of EKLP, andother entities on behalf of a putative class of persons who purchased and/orsold natural gas futures and options contracts on the New York MercantileExchange ("NYMEX") during the period January 1, 2000 to December 31, 2002. OnNovember 25, 2003, this case was consolidated with several related class actionsbefore the District Court for the Southern District of New York and assigned toJudge Victor Marrero (*In Re: Natural GasCommodity Litigation*, 03 CV 6186 (VM)).  On January 20, 2004, theplaintiffs filed a consolidated class action complaint which alleges violationsof the Commodity Exchange Act including manipulation (Section 9(a)), wash trades(Section 4c), and aiding and abetting violations of the Act (Section 22(a)). Thedefendants' motion to dismiss this consolidated complaint was denied onSeptember 24, 2004.   Plaintiffs'motion for class certification was grantedon September 30, 2005. EKT and the Class representatives have agreed on asettlement of the case and this settlement agreement has received preliminaryapproval from the Court. Until this settlement becomes final, the outcome ofthis litigation cannot be determined. Consequently, even though it is expectedthat this litigation will be resolved without any material impact, it is notpossible at this time to assess the extent of the impact of this action on EKT.
*Northern Illinois Gas Company Matter - On November 12,2002, the SEC issued a subpoena requesting that Koch Industries, Inc., producecertain documents and information concerning business activities with Nicor,Inc. ("Nicor"). On November 22, 2002, the Partnership submitted to the SEC alimiting letter that, among other things, clarified that the entity that had thebusiness relationship with Nicor was a subsidiary of EKLP. EKLP is cooperatingwith the SEC and the U.S. Attorney's office in this matter and has produceddocuments and information in response to the subpoena. The SEC's inquiryregarding Nicor is ongoing, and the outcome or timing of this matter cannot bepredicted. Other federal governmental authorities that are also investigatingNicor may be focusing on its business relationship with EKLP. 

On May 19, 2004, Nicor filed under seal a Verified Complaintagainst EKLP in Circuit Court of Cook County, Illinois, Chancery Division. TheComplaint sought production of certain records that Nicor claimed were necessaryto verify the accuracy of payments it made to EKLP pursuant to certain contractsbetween them. Nicor further asked for an accounting between the parties. TheComplaint did not include a claim for damages. On July 16, 2004, the CircuitCourt entered a Protective Order and a Dismissal Order, dismissing the Complaintin part with prejudice and in part without prejudice, while retainingjurisdiction to enforce or modify the Protective Order entered along with theDismissal Order. On August 3, 2004, the parties, following extensive negations,entered into an Order modifying the terms of the Court's prior Protective Order.As before, however, the case was dismissed, in part without prejudice and withthe Court retaining the right to enforce or modify its Protective Order. Todate, no enforcement proceedings have been initiated against EKLP.

On August 25, 2004, the CFTC issued an informal request thatEKLP produce certain information and preserve records that are related to anyasset optimization agreement entered into between EKLP and/or IMD Storage andTransportation Asset Management Company ("IMD") and any third party. In 1998,Koch Energy Trading, Inc. ("KET"), a predecessor of EKLP, acquired a 50%ownership share in IMD. In 2000, KET increased its existing stake in IMD to 100%by acquiring the remaining ownership interest. The assets of KET, including IMD,subsequently became part of EKLP in February 2001. On September 13, 2004, aformal order of investigation was issued. The CFTC clarified the scope of itsinformal request and requested that EKLP produce information as part of aninvestigation related to EKLP's and/or IMD's trading activities with Nicor andPublic Service Enterprise Group through December 31, 2002. EKLP is cooperatingwith the CFTC and is providing the requested information and preserving thereferenced records. No enforcement proceedings have been initiated against EKLPor any of its affiliates.
*Illinois Commerce Commission v. Entergy-Koch Trading, L.P. -On November 22, 2004, the Illinois Commerce Commission ("ICC") filed anApplication to Compel Attendance of Witnesses and the Production of TapeRecordings and Documents ("Application") against EKLP in the Circuit Court ofCook County, Illinois. The Application seeks the production of certain taperecordings and documents sought by Nicor as specified in a subpoena issued bythe ICC in June 2004 pursuant to Nicor's request in an ICC proceeding to whichEKT is not a party. The Application does not seek monetary damages. On February1, 2005, the Court denied EKLP's motion to dismiss the Application onjurisdictional grounds. EKLP is pursuing an appeal of that ruling. No discovery has occurred in thecase. No enforcement proceedings have been initiated against EKLP or any of itsaffiliates.
*City of Tacoma Litigation - On June 7, 2004, the City of Tacoma,Department of Public Utilities, Light Division ("Tacoma Power") filed suitagainst Koch Energy Trading, Inc. (a predecessor of EKT) and 55 other entities,entitled City of Tacoma, Department of Public Utilities, Light Division v.American Electric Power Service Corporation, et al., No. C04-5325 RBL, in theUnited States District Court for the Western District of Washington. The suitclaims violations of the Sherman Antitrust Act during the period ofapproximately May 2000 through the end of 2001 in relation to the trading ofWest Coast power. 

On August 20, 2004 this case was transferred to the Southern District ofCalifornia, assigned to Judge Robert H. Whaley and consolidated or coordinatedwith the other cases involved in In re California Wholesale ElectricityAntitrust Litigation, MDL No. 1405. The defendants filed a joint motion todismiss the complaint on December 9, 2004, which EKT joined. On February 11,2005, the Court granted the Defendants' joint motion to dismiss and EKT'sjoinder in that motion, and dismissed the case. 

Plaintiffs appealed to the Ninth Circuit and defendants filed a joint briefin opposition and filed a motion requesting summary affirmance. On November 3,2005, defendants' motion for summary affirmance was denied. Oral argument on theappeal has not yet been set. Considering that the appeal is still pending, theoutcome of this litigation cannot be determined at this time. Consequently, itis not possible to assess the impact, if any, of this action on EKT. EKT intendsto continue to vigorously defend this action. 
*Other - In addition, EKLP has received several formal andinformal requests for information from various regulatory and governmentalagencies in connection with the Partnership's former gas and power businesses.At this point, the Partnership does not believe that these inquiries will resultin a material impact on the Partnership.
**Non-Cancelable Operating Obligations***Operating Leases - EKLP has a noncancelable operatinglease commitment extending to the year 2011. Total operating lease expense forthe years ended December 31, 2005 was $124 thousand net of short term subleaserental income of $70 thousand. EKLP's remaining minimum future commitmentrelated to this lease as of December 31, 2005, is as follows (in thousands): 
      2006**180**2007**180**2008**180**2009**180**2010**180**Thereafter**15**Total**$ 915*********************