ETR-06-30-2014-10Q

June 30,
2014

December 31,
2013

June 30,
2013

December 31,
2012

(In Thousands)

__________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Quarterly Period Ended June 30, 2014
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ____________



Commission File Number	Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.	Commission File Number	Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
1-11299	ENTERGY CORPORATION (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000 72-1229752	1-31508	ENTERGY MISSISSIPPI, INC. (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 64-0205830


1-10764	ENTERGY ARKANSAS, INC. (an Arkansas corporation) 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000 71-0005900	0-05807	ENTERGY NEW ORLEANS, INC. (a Louisiana corporation) 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3700 72-0273040


0-20371	ENTERGY GULF STATES LOUISIANA, L.L.C. (a Louisiana limited liability company) 446 North Boulevard Baton Rouge, Louisiana 70802 Telephone (800) 368-3749 74-0662730	1-34360	ENTERGY TEXAS, INC. (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 981-2000 61-1435798


1-32718	ENTERGY LOUISIANA, LLC (a Texas limited liability company) 446 North Boulevard Baton Rouge, Louisiana 70802 Telephone (800) 368-3749 75-3206126	1-09067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 72-0752777

__________________________________________________________________________________________

Table of Contents

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 R 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 R No o

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



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

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



Common Stock Outstanding		Outstanding at July 31, 2014
Entergy Corporation	($0.01 par value)	179,608,009

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2013 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed by the individual registrants with the SEC, and should be read in conjunction therewith.

Table of Contents

ENTERGY CORPORATION AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2014



	Page Number

Forward-looking information	iii
Definitions	v
Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis	1
Consolidated Statements of Income	22
Consolidated Statements of Comprehensive Income	23
Consolidated Statements of Cash Flows	24
Consolidated Balance Sheets	26
Consolidated Statements of Changes in Equity	28
Selected Operating Results	29
Notes to Financial Statements	30
Part 1. Item 4. Controls and Procedures	91
Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis	92
Consolidated Income Statements	102
Consolidated Statements of Cash Flows	103
Consolidated Balance Sheets	104
Consolidated Statements of Changes in Common Equity	106
Selected Operating Results	107
Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis	108
Income Statements	117
Statements of Comprehensive Income	118
Statements of Cash Flows	119
Balance Sheets	120
Statements of Changes in Equity	122
Selected Operating Results	123
Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis	124
Consolidated Income Statements	133
Consolidated Statements of Comprehensive Income	134
Consolidated Statements of Cash Flows	135
Consolidated Balance Sheets	136
Consolidated Statements of Changes in Equity	138
Selected Operating Results	139
Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis	140
Income Statements	148
Statements of Cash Flows	149
Balance Sheets	150

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ENTERGY CORPORATION AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2014



	Page Number

Statements of Changes in Common Equity	152
Selected Operating Results	153
Entergy New Orleans, Inc.
Management’s Financial Discussion and Analysis	154
Income Statements	160
Statements of Cash Flows	161
Balance Sheets	162
Statements of Changes in Common Equity	164
Selected Operating Results	165
Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis	166
Consolidated Income Statements	173
Consolidated Statements of Cash Flows	175
Consolidated Balance Sheets	176
Consolidated Statements of Changes in Common Equity	178
Selected Operating Results	179
System Energy Resources, Inc.
Management’s Financial Discussion and Analysis	180
Income Statements	183
Statements of Cash Flows	185
Balance Sheets	186
Statements of Changes in Common Equity	188
Part II. Other Information
Item 1. Legal Proceedings	189
Item 1A. Risk Factors	189
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	189
Item 5. Other Information	189
Item 6. Exhibits	192
Signature	195

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FORWARD-LOOKING INFORMATION

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

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


•	resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, Entergy’s utility supply plan, and recovery of fuel and purchased power costs;

•

the termination of Entergy Arkansas’s participation in the System Agreement, which occurred in December 2013, the termination of Entergy Mississippi’s participation in the System Agreement in November 2015, the termination of Entergy Texas’s, Entergy Gulf States Louisiana’s, and Entergy Louisiana’s participation in the System Agreement after expiration of the proposed 60-month notice period or such other period as approved by the FERC;

•

regulatory and operating challenges and uncertainties and economic risks associated with the Utility operating companies’ move to the MISO RTO, which occurred in December 2013, including the effect of current or projected RTO market rules and system conditions in the MISO markets, the allocation of MISO system transmission upgrade costs, and the effect of planning decisions that MISO makes with respect to future transmission investments by the Utility operating companies;


•	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, and the application of more stringent transmission reliability requirements or market power criteria by the FERC;

•

changes in the regulation or regulatory oversight of Entergy’s nuclear generating facilities and nuclear materials and fuel, including with respect to the planned or potential shutdown of nuclear generating facilities owned or operated by the Entergy Wholesale Commodities business, and the effects of new or existing safety or environmental 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 or other authorizations required 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, meet credit support requirements for hedges, 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;

iii

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FORWARD-LOOKING INFORMATION (Concluded)


•	changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, greenhouse gases, mercury, and other regulated air emissions, 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 and the level of spent fuel disposal fees charged by the U.S. government related to such sites;


•	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;


•	changes in the quality and availability of water supplies and the related regulation of water use and diversion;


•	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 area 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;


•	changes in technology, including with respect to new, developing, or alternative sources of generation;


•	the potential effects of threatened or actual terrorism, cyber attacks or data security breaches, including increased security costs, 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;


•	future wage and employee benefit costs, including changes in discount rates and returns on benefit plan assets;


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


•	the implementation of the shutdown of Vermont Yankee by the end of 2014 and the related decommissioning of Vermont Yankee;


•	the effectiveness of Entergy’s risk management policies and procedures and the ability and willingness of its counterparties to satisfy their financial and performance commitments;


•	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:



Abbreviation or Acronym	Term
AFUDC	Allowance for Funds Used During Construction
ALJ	Administrative Law Judge
ANO 1 and 2	Units 1 and 2 of Arkansas Nuclear One (nuclear), owned by Entergy Arkansas
APSC	Arkansas Public Service Commission
ASLB	Atomic Safety and Licensing Board, the board within the NRC that conducts hearings and performs other regulatory functions that the NRC authorizes
ASU	Accounting Standards Update issued by the FASB
Board	Board of Directors of Entergy Corporation
capacity factor	Actual plant output divided by maximum potential plant output for the period
City Council or Council	Council of the City of New Orleans, Louisiana
D.C. Circuit	U.S. Court of Appeals for the District of Columbia Circuit
DOE	United States Department of Energy
Entergy	Entergy Corporation and its direct and indirect subsidiaries
Entergy Corporation	Entergy Corporation, a Delaware corporation
Entergy Gulf States, Inc.	Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas
Entergy Gulf States Louisiana	Entergy Gulf States Louisiana, L.L.C., a company formally created as part of the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes. The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Texas	Entergy Texas, Inc., a company formally created as part of the jurisdictional separation of Entergy Gulf States, Inc. The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Wholesale Commodities (EWC)	Entergy’s non-utility business segment primarily comprised of the ownership and operation of six nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by those plants to wholesale customers
EPA	United States Environmental Protection Agency
ERCOT	Electric Reliability Council of Texas
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FitzPatrick	James A. FitzPatrick Nuclear Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Form 10-K	Annual Report on Form 10-K for the calendar year ended December 31, 2013 filed with the SEC by Entergy Corporation and its Registrant Subsidiaries
FTR	Financial transmission right
Grand Gulf	Unit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy
GWh	Gigawatt-hour(s), which equals one million kilowatt-hours
Independence	Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power, LLC
Indian Point 2	Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Indian Point 3	Unit 3 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment

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DEFINITIONS (Concluded)



Abbreviation or Acronym	Term
IRS	Internal Revenue Service
ISO	Independent System Operator
kW	Kilowatt, which equals one thousand watts
kWh	Kilowatt-hour(s)
LPSC	Louisiana Public Service Commission
MISO	Midcontinent Independent System Operator, Inc., a regional transmission organization
MMBtu	One million British Thermal Units
MPSC	Mississippi Public Service Commission
MW	Megawatt(s), which equals one thousand kilowatts
MWh	Megawatt-hour(s)
Net debt to net capital ratio	Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents
Net MW in operation	Installed capacity owned and operated
NRC	Nuclear Regulatory Commission
NYPA	New York Power Authority
Palisades	Palisades Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Pilgrim	Pilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
PPA	Purchased power agreement or power purchase agreement
PUCT	Public Utility Commission of Texas
Registrant Subsidiaries	Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc.
River Bend	River Bend Station (nuclear), owned by Entergy Gulf States Louisiana
RTO	Regional transmission organization
SEC	Securities and Exchange Commission
SMEPA	South Mississippi Electric Power Association, which owns a 10% interest in Grand Gulf
System Agreement	Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources. Entergy Arkansas terminated its participation in the System Agreement effective December 18, 2013.
System Energy	System Energy Resources, Inc.
TWh	Terawatt-hour(s), which equals one billion kilowatt-hours
Unit Power Sales Agreement	Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy’s share of Grand Gulf
Utility	Entergy’s business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
Utility operating companies	Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Vermont Yankee	Vermont Yankee Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Waterford 3	Unit No. 3 (nuclear) of the Waterford Steam Electric Station, 100% owned or leased by Entergy Louisiana
weather-adjusted usage	Electric usage excluding the effects of deviations from normal weather

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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 operation of a small natural gas distribution business.

•

The Entergy Wholesale Commodities business segment includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers. In August 2013, Entergy announced plans to close and decommission Vermont Yankee. The plant is expected to cease power production in the fourth quarter 2014 after its current fuel cycle. Entergy Wholesale Commodities also provides services to other nuclear power plant owners and owns interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

Results of Operations

Second Quarter 2014 Compared to Second Quarter 2013

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the second quarter 2014 to the second quarter 2013 showing how much the line item increased or (decreased) in comparison to the prior period:



	Utility			Entergy Wholesale Commodities			Parent & Other (a)			Entergy
	(In Thousands)
2nd Quarter 2013 Consolidated Net Income (Loss)		$200,555			$11,531			($44,031	)		$168,055

Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)	46,765			88,371			(4,789		)	130,347
Other operation and maintenance expenses	(30,646		)	9,037			(5,977		)	(27,586		)
Taxes other than income taxes	4,798			2,901			149			7,848
Depreciation and amortization	13,557			20,631			38			34,226
Other income	(16,036		)	(1,466		)	(1,773		)	(19,275		)
Interest expense	5,484			(655		)	2,005			6,834
Other expenses	1,999			5,895			—			7,894
Income taxes	23,958			34,164			(2,492		)	55,630

2nd Quarter 2014 Consolidated Net Income (Loss)		$212,134			$26,463			($44,316	)		$194,281


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

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

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$1,371
Retail electric price	36
Asset retirement obligation	16
Volume/weather	(4		)
Other	(1		)
2014 net revenue		$1,418

The retail electric price variance is primarily due to:


•	an annual base rate increase at Entergy Arkansas, as approved by the APSC, effective January 2014;


•	a formula rate plan increase at Entergy Mississippi, as approved by the MPSC, effective September 2013;


•	an annual base rate increase at Entergy Texas, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case;


•	an increase in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective July 2013. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income; and


•	an increase in Entergy Mississippi’s storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income.

See Note 2 to the financial statements herein and in the Form 10-K for a discussion of rate proceedings.

The asset retirement obligation affects net revenue because Entergy records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the second quarter 2014 compared to the second quarter 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales in second quarter 2014 as compared to the second quarter 2013, substantially offset by an increase in sales to industrial customers, primarily due to expansions in the chemicals and refining industries and growth in the small industrial segments.

Table of Contents

Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$383
Nuclear volume	60
Nuclear realized price changes	24
Mark-to-market value changes	17
Nuclear fuel expenses	(6		)
Other	(7		)
2014 net revenue		$471

As shown in the table above, net revenue for Entergy Wholesale Commodities increased by $88 million in the second quarter 2014 compared to the second quarter 2013 primarily due to:

•

higher volume in its nuclear fleet resulting from fewer unplanned and refueling outage days in second quarter 2014 as compared to second quarter 2013, partially offset by a larger exercise of resupply options in second quarter 2013 compared to second quarter 2014 provided for in purchase power agreements where Entergy Wholesale Commodities may elect to supply power from another source when the plant is not running. Amounts related to the exercise of resupply options are included in the GWh billed in the table below;


•	higher capacity prices;


•	mark-to-market activity, which was positive for the quarter. See Note 8 to the financial statements herein for discussion of derivative instruments; and


•	an increase in nuclear fuel expenses primarily due to increased generation as a result of fewer outage days, partially offset by lower DOE spent fuel disposal fees.

Following are key performance measures for Entergy Wholesale Commodities for the second quarter 2014 and 2013:



	2014	2013
Owned capacity (MW) (a)	6,068	6,612
GWh billed	11,533	11,172
Average realized revenue per MWh	$49.75	$47.36

Entergy Wholesale Commodities Nuclear Fleet
Capacity factor	95%	82%
GWh billed	10,588	9,789
Average realized revenue per MWh	$49.79	$46.40
Refueling Outage Days:
Pilgrim	—	45
Vermont Yankee	—	5

(a) The reduction in owned capacity is due to the retirement of the 544 MW Ritchie Unit 2 in November 2013.

Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Results of Operations - Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants" in the Form 10-K for a discussion

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

of the effects of sustained low natural gas prices and power market structure challenges on market prices for electricity in the New York and New England power regions over the past few years.

Other Income Statement Items

Utility

Other operation and maintenance expenses decreased from $587 million for the second quarter 2013 to $556 million for the second quarter 2014 primarily due to:

•

a decrease of $22 million in payroll, compensation, and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage and Outage” below for further discussion of the incident;


•	a decrease of $13 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;


•	a decrease of $10 million in fossil-fueled generation expenses primarily resulting from a lower scope of work done during plant outages in 2014 as compared to the same period in 2013; and


•	a decrease of $5 million due to costs incurred in 2013 related to the implementation of and transition to the MISO RTO.

The decrease was partially offset by:


•	an increase of $8 million due to administration fees in 2014 related to participation in the MISO RTO. The net income effect is partially offset due to deferrals of these fees in certain jurisdictions. See Note 2 to the financial statements in the Form 10-K for further information on deferrals;


•	an increase of $7 million in energy efficiency costs at Entergy Arkansas and Entergy Texas. These costs are recovered through energy efficiency riders and have a minimal effect on net income; and


•	an increase of $6 million in storm damage accruals primarily at Entergy Arkansas effective January 2014, as approved by the APSC, and Entergy Mississippi effective October 2013, as approved by the MPSC.

Depreciation and amortization expenses increased primarily due to additions to plant in service and an increase in Entergy Arkansas depreciation rates.

Other income decreased primarily due to a decrease in earnings on decommissioning trust fund investments.

Entergy Wholesale Commodities

Depreciation and amortization expenses increased primarily due to a change effective in 2014 in the estimated average useful lives of plant in service as a result of a new depreciation study as well as additions to plant in service. The depreciation rate on average depreciable property for Entergy Wholesale Commodities property is approximately 5.6% in 2014.

Other operation and maintenance expenses increased from $252 million for the second quarter 2013 to $261 million for the second quarter 2014 primarily due to:


•	$10 million in expenses incurred in the second quarter 2014 related to the shutdown of Vermont Yankee including severance and retention costs. See “Impairment of Long-Lived Assets” in Note 11 to the financial

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

statements herein for discussion regarding the planned shutdown of the Vermont Yankee plant by the end of 2014; and


•	$5 million in transmission service credits received in the second quarter 2013.

The increase was partially offset by:

•

a decrease of $5 million in compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and


•	a decrease of $4 million due to the absence of expenses from Entergy Solutions District Energy, which was sold in November 2013.

Income Taxes

The effective income tax rate was 39.9% for the second quarter 2014. The difference in the effective income tax rate for the second quarter 2014 versus the statutory rate of 35% was primarily due to state income taxes, the provision for uncertain tax positions, and certain book and tax differences related to utility plant items.

The effective income tax rate was 30.3% for the second quarter 2013. The difference in the effective income tax rate for the second quarter 2013 versus the statutory rate of 35% was primarily due to lower state income taxes resulting from a state deferred tax adjustment. Also contributing to the lower rate were book and tax differences related to the allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the six months ended June 30, 2014 to the six months ended June 30, 2013 showing how much the line item increased or (decreased) in comparison to the prior period:



	Utility			Entergy Wholesale Commodities			Parent & Other (a)			Entergy
	(In Thousands)
2013 Consolidated Net Income (Loss)		$328,391			$93,646			($86,999	)		$335,038

Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)	160,856			343,394			(7,609		)	496,641
Other operation and maintenance expenses	(53,165		)	12,575			(3,273		)	(43,863		)
Taxes other than income taxes	8,019			2,988			214			11,221
Depreciation and amortization	20,583			41,536			(46		)	62,073
Other income	(12,060		)	(4,301		)	(1,676		)	(18,037		)
Interest expense	12,080			1,338			985			14,403
Other expenses	4,150			9,263			—			13,413
Income taxes	67,946			96,106			(7,991		)	156,061

2014 Consolidated Net Income (Loss)		$417,574			$268,933			($86,173	)		$600,334


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

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Entergy Corporation and Subsidiaries

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

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the six months ended June 30, 2014 to the six months ended June 30, 2013:



	Amount
	(In Millions)
2013 net revenue		$2,594
Retail electric price	69
Volume/weather	66
Asset retirement obligation	21
Other	5
2014 net revenue		$2,755

The retail electric price variance is primarily due to:


•	a formula rate plan increase at Entergy Mississippi, as approved by the MPSC, effective September 2013;


•	an increase in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective July 2013. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income;


•	an annual base rate increase at Entergy Arkansas, as approved by the APSC, effective January 2014;


•	an annual base rate increase at Entergy Texas, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case;


•	an increase in Entergy Mississippi’s storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income; and


•	an increase in purchased power capacity costs at Entergy Louisiana and Entergy Gulf States Louisiana that are recovered through base rates set in the annual formula rate plan mechanisms.

See Note 2 to the financial statements herein and in the Form 10-K for a discussion of rate proceedings.

The volume/weather variance is primarily due to an increase of 2,823 GWh, or 6%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales in the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 and an increase in sales to industrial customers. The increase in industrial sales was primarily due to expansions, recovery of a major refining customer from an unplanned outage in 2013, and continued moderate growth in the manufacturing sector.

The asset retirement obligation affects net revenue because Entergy records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

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Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing the six months ended June 30, 2014 to the six months ended June 30, 2013:



	Amount
	(In Millions)
2013 net revenue		$876
Nuclear realized price changes	261
Nuclear volume	62
Mark-to-market value changes	46
Nuclear fuel expenses	(8		)
Other	(18		)
2014 net revenue		$1,219

As shown in the table above, net revenue for Entergy Wholesale Commodities increased by $343 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:

•

higher realized wholesale energy prices primarily due to increases in Northeast market power prices and higher capacity prices. Entergy Wholesale Commodities’ hedging strategies routinely include financial instruments that manage operational and liquidity risk. These positions, in addition to a larger-than-normal unhedged position in 2014 due to Vermont Yankee being in its final year of operation, allowed Entergy Wholesale Commodities to benefit from increases in Northeast market power prices;

•

higher volume in its nuclear fleet resulting from fewer unplanned and refueling outage days in the six months ended June 30, 2014 compared to the six months ended June 30, 2013, partially offset by a larger exercise of resupply options in the six months ended June 30, 2013 compared to the six months ended June 30, 2014 provided for in purchase power agreements where Entergy Wholesale Commodities may elect to supply power from another source when the plant is not running. Amounts related to the exercise of resupply options are included in the GWh billed in the table below;


•	mark-to-market activity, which was positive for the six months ended June 30, 2014. See Note 8 to the financial statements herein for discussion of derivative instruments; and


•	an increase in nuclear fuel expenses primarily due to increased generation as a result of fewer outage days, partially offset by lower DOE spent fuel disposal fees.

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Following are key performance measures for Entergy Wholesale Commodities for the six months ended June 30, 2014 and 2013:



	2014	2013
Owned capacity (MW) (a)	6,068	6,612
GWh billed	21,547	21,559
Average realized revenue per MWh	$68.77	$52.80

Entergy Wholesale Commodities Nuclear Fleet
Capacity factor	89%	82%
GWh billed	19,667	19,035
Average realized revenue per MWh	$67.83	$51.95
Refueling Outage Days:
Indian Point 2	24	—
Indian Point 3	—	28
Palisades	56	—
Pilgrim	—	45
Vermont Yankee	—	27

(a) The reduction in owned capacity is due to the retirement of the 544 MW Ritchie Unit 2 in November 2013.

Other Income Statement Items

Utility

Other operation and maintenance expenses decreased from $1,107 million for the six months ended June 30, 2013 to $1,054 million for the six months ended June 30, 2014 primarily due to:

•

a decrease of $37 million in payroll, compensation, and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $23 million in fossil-fueled generation expenses primarily resulting from a lower scope of work done during plant outages in 2014 as compared to the same period in 2013;


•	a decrease of $19 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;


•	a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage and Outage” below for further discussion of the incident; and


•	a decrease of $9 million due to costs incurred in 2013 related to the implementation of and transition to the MISO RTO.

The decrease was partially offset by:


•	an increase of $18 million due to administration fees in 2014 related to participation in the MISO RTO. The net income effect is partially offset due to deferrals of these fees in certain jurisdictions. See Note 2 to the financial statements in the Form 10-K for further information on deferrals;


•	an increase of $14 million in energy efficiency costs at Entergy Arkansas and Entergy Texas. These costs are recovered through energy efficiency riders and have a minimal effect on net income; and

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•	an increase of $13 million in storm damage accruals primarily at Entergy Arkansas effective January 2014, as approved by the APSC, and at Entergy Mississippi effective October 2013, as approved by the MPSC.

Depreciation and amortization expenses increased primarily due to additions to plant in service and an increase in Entergy Arkansas depreciation rates.

Other income decreased primarily due to a decrease in earnings on decommissioning trust fund investments.

Interest expense increased primarily due to net debt issuances of first mortgage bonds by Entergy Louisiana in the second and third quarters of 2013 and the lease renewal in December 2013 of the Grand Gulf sale leaseback. See Note 5 to the financial statements in the Form 10-K for more details of long-term debt.

Entergy Wholesale Commodities

Other operation and maintenance expenses increased from $483 million for the six months ended June 30, 2013 to $496 million for the six months ended June 30, 2014 primarily due to:


•	$19 million in expenses incurred in the six months ended June 30, 2014 related to the shutdown of Vermont Yankee including severance and retention costs. See “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein for discussion regarding the planned shutdown of the Vermont Yankee plant by the end of 2014; and


•	$8 million in transmission service credits received in the six months ended June 30, 2013.

The increase was partially offset by:

•

a decrease of $9 million in compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and


•	a decrease of $7 million due to the absence of expenses from Entergy Solutions District Energy, which was sold in November 2013.

Income Taxes

The effective income tax rate was 36.5% for the six months ended June 30, 2014. The difference in the effective income tax rate for the six months ended June 30, 2014 versus the statutory rate of 35% was primarily due to the provision for uncertain tax positions and certain book and tax differences related to utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction and from a deferred state income tax reduction related to a New York tax law change. See Note 10 to the financial statements herein for a discussion of the New York tax law change.

The effective income tax rate was 36.2% for the six months ended June 30, 2013. The difference in the effective income tax rate for the six months ended June 30, 2013 versus the statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction and lower state income taxes resulting from a state deferred tax adjustment.

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Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plants

See the Form 10-K for a discussion of the NRC operating licenses for Indian Point 2 and Indian Point 3 and the NRC license renewal applications in process for these plants. Following is an update to the discussion regarding the NRC proceedings. In April 2014 the ASLB granted Entergy’s motion to dismiss as moot a contention by Riverkeeper alleging that the Final Supplemental Environmental Impact Statement failed to adequately address endangered species issues. At the same time, the ASLB denied a motion filed by Riverkeeper in August 2013 to amend its endangered species contention. These ASLB decisions were not appealed and are now final, leaving three Track 2 contentions. The NRC staff expects to issue a further supplemental Safety Evaluation Report no later than November 7, 2014. Testimony on the remaining Track 2 contentions has not been completed, and Track 2 hearings have not been scheduled.

In proceedings before the New York State Department of Environmental Conservation (NYSDEC), the ALJs conducted an additional legislative hearing and issues conference in July 2014 triggered by NYSDEC staff’s proposal of permanent outages to protect fish organisms as an alternative form of best technology available. The ALJs stated at the issues conference that as a result of comments received, hearings on NYSDEC staff’s alternative best technology available proposal preliminarily scheduled for January 2015 would be postponed to a future date.

With respect to Entergy’s first Coastal Zone Management Act (CZMA) initiative (previous review), in May 2014 the New York State Department of State (NYSDOS) responded to questions the NRC staff submitted in December 2013. In July 2014, Entergy submitted comments on NYSDOS’s responses and NYSDOS filed a reply to those comments. The NRC staff advised the ASLB that it plans to issue further questions on previous review to NYSDOS and Entergy by late September 2014. With respect to Entergy’s second CZMA initiative (grandfathering), briefing of Entergy’s appeal to the intermediate New York State court was completed and the court stated it will schedule oral argument in October 2014.

See “Critical Accounting Estimates - Nuclear Decommissioning Costs” below and “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein for discussions regarding the planned shutdown of the Vermont Yankee plant by the end of 2014.

ANO Damage and Outage

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - ANO Damage and Outage" in the Form 10-K for a discussion of the ANO stator incident. The total cost of assessment, restoration of off-site power, site restoration, debris removal, and replacement of damaged property and equipment was approximately $95 million as of June 30, 2014. In addition, Entergy Arkansas incurred replacement power costs for ANO 2 power during its outage and incurred incremental replacement power costs for ANO 1 power because the outage extended beyond the originally-planned duration of the refueling outage. In February 2014 the APSC approved Entergy Arkansas’s request to exclude from the calculation of its revised energy cost rate $65.9 million of deferred fuel and purchased energy costs incurred in 2013 as a result of the ANO stator incident. The APSC authorized Entergy Arkansas to retain the $65.9 million in its deferred fuel balance with recovery to be reviewed in a later period after more information regarding various claims associated with the ANO stator incident is available.

Entergy Arkansas is assessing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. Entergy is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants, including ANO. NEIL has notified Entergy that it believes that a $50 million course of construction sublimit applies to any loss associated with the lifting apparatus failure and stator drop at ANO. Entergy has responded that it disagrees with NEIL’s position and is evaluating its options for enforcing its rights under the policy. On July 12, 2013, Entergy Arkansas filed a complaint in the Circuit Court in Pope County, Arkansas against the owner of the heavy-lifting apparatus that collapsed, an engineering firm, a contractor, and certain individuals asserting claims of breach of contract, negligence, and gross negligence in connection with their responsibility for the stator drop. During 2014, Entergy Arkansas collected $33 million from NEIL and is pursuing additional recoveries due under the policy.

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Shortly after the stator incident, the NRC deployed an augmented inspection team to review the plant's response. In July 2013 a second team of NRC inspectors visited ANO to evaluate certain items that were identified as requiring follow-up inspection to determine whether performance deficiencies existed. In March 2014 the NRC issued an inspection report on the follow-up inspection that discussed two preliminary findings, one that was preliminarily determined to be “red with high safety significance” for Unit 1 and one that was preliminarily determined to be “yellow with substantial safety significance” for Unit 2, with the NRC indicating further that these preliminary findings may warrant additional regulatory oversight. This report also noted that one additional item related to flood barrier effectiveness was still under review.

In May 2014 the NRC met with Entergy during a regulatory conference to discuss the preliminary red and yellow findings and Entergy's response to the findings. During the regulatory conference, Entergy presented information on the facts and assumptions the NRC used to assess the potential findings. The NRC used the information provided by Entergy at the regulatory conference to finalize its decision regarding the inspection team’s findings. In a letter dated June 23, 2014, the NRC classified both findings as “yellow with substantial safety significance.” In an assessment follow-up letter for ANO dated July 29, 2014, the NRC stated that given the two yellow findings, it determined that the performance at ANO is in the “degraded cornerstone column,” or column 3, of the NRC’s reactor oversight process action matrix beginning the first quarter 2014. The NRC plans to conduct supplemental inspection activity to review the actions taken to address the yellow findings. Corrective actions in response to the NRC’s findings have been taken and remain ongoing at ANO. Entergy will continue to interact with the NRC to address the NRC’s findings.

Liquidity and Capital Resources

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

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	56.9	%	57.9	%
Effect of excluding the securitization bonds	(1.5	%)	(1.6	%)
Debt to capital, excluding securitization bonds (a)	55.4	%	56.3	%
Effect of subtracting cash	(1.3	%)	(1.5	%)
Net debt to net capital, excluding securitization bonds (a)	54.1	%	54.8	%


(a)	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 and commercial paper, 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 debt to capital 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 because the securitization bonds are non-recourse to Entergy, as more fully described in Note 5 to the financial statements in the Form 10-K. Entergy also uses the net debt to net capital ratio excluding securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy’s financial condition because net debt indicates Entergy’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in March 2019. Entergy Corporation has the ability to issue letters of credit against 50% of the total borrowing capacity of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of June 30, 2014:



Capacity		Borrowings		Letters of Credit		Capacity Available
(In Millions)
	$3,500		$195		$8		$3,297

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

See Note 4 to the financial statements herein for additional discussion of the Entergy Corporation commercial paper program. As of June 30, 2014, Entergy Corporation had $909 million of commercial paper outstanding.

Capital Expenditure Plans and Other Uses of Capital

See the table and discussion in the Form 10-K under "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," that sets forth the amounts of planned construction and other capital investments by operating segment for 2014 through 2016.

Following are the amounts of Entergy’s planned construction and other capital investments by operating segment for 2014 through 2016.



Planned construction and capital investments	2014		2015		2016
	(In Millions)
Utility:
Generation		$660		$490		$605
Transmission	540		645		605
Distribution	685		565		580
Other	160		180		150
Total	2,045		1,880		1,940
Entergy Wholesale Commodities	420		380		230
Total		$2,465		$2,260		$2,170

The updated capital plan for 2014-2016 reflects additional spending for 2014 storms, potential new generation resource requirements, transmission to support economic development and reliability, partially offset by a shift in environmental compliance spending due to a likely later compliance date as well as other capital plan refinements.

Ninemile Point Unit 6 Self-Build Project

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Orleans. Under terms approved by the LPSC, costs may be recovered through Entergy Louisiana’s and Entergy Gulf States Louisiana’s formula rate plans beginning in the month after the unit is placed in service. In July 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an unopposed stipulation with the LPSC that estimates a first year revenue requirement associated with Ninemile 6 of $57.1 million for Entergy Louisiana and $28.5 million for Entergy Gulf States Louisiana. A hearing on the stipulation is scheduled to be held before an ALJ in August 2014. Entergy New Orleans expects to recover the costs associated with Ninemile 6 through a rider until new base rates are established in its next base rate proceeding.

Dividends

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 July 2014 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.

Sources of Capital

Hurricane Isaac

As discussed in the Form 10-K, total restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac were $73.8 million for Entergy Gulf States Louisiana and $247.7 million for Entergy Louisiana. In January 2013, Entergy Gulf States Louisiana and Entergy Louisiana drew $65 million and $187 million, respectively, from their funded storm reserve escrow accounts. In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs. Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation (LURC) and the Louisiana State Bond Commission.

In August 2014 the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $71 million in bonds under Act 55 of the Louisiana Legislature. From the $69 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $3 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $66 million directly to Entergy Gulf States Louisiana. From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana then immediately used the $66 million to acquire 662,426.80 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, 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 $1.75 billion.

In August 2014 the LCDA issued another $243.85 million in bonds under Act 55 of the Louisiana Legislature. From the $240 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $13 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $227 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana then immediately used the $227 million to acquire 2,272,725.89 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC that carry a 7.5% annual distribution rate. Distributions are payable

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quarterly commencing on September 15, 2014, 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 $1.75 billion.

Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana will 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 will 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 will not report the collections as revenue because they are merely acting as the billing and collection agents for the state.

Total restoration costs for the repair and replacement of Entergy New Orleans’s electric facilities damaged by Hurricane Isaac were $47.3 million. Entergy New Orleans withdrew $17.4 million from the storm reserve escrow account to partially offset these costs. In February 2014, Entergy New Orleans made a filing with the City Council seeking certification of the Hurricane Isaac costs. In July 2014 the City Council adopted a procedural schedule that provides for hearings on the merits in September 2015.

Cash Flow Activity

As shown in Entergy’s Consolidated Statements of Cash Flows, cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Millions)
Cash and cash equivalents at beginning of period		$739			$533
Cash flow provided by (used in):
Operating activities	1,529			1,116
Investing activities	(1,391		)	(1,305		)
Financing activities	(227		)	(33		)
Net decrease in cash and cash equivalents	(89		)	(222		)
Cash and cash equivalents at end of period		$650			$311

Operating Activities

Net cash provided by operating activities increased by $413 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	higher Entergy Wholesale Commodities and Utility net revenues in 2014 as compared to the same period in 2013, as discussed previously;


•	a decrease in income tax payments of $69 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013; and


•	approximately $25 million in spending in 2013 related to the generator stator incident at ANO, as discussed previously.

The increase was partially offset by an increase of $94 million in pension contributions in 2014 and decreased recovery of fuel costs. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

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Entergy Corporation and Subsidiaries

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Investing Activities

Net cash flow used in investing activities increased by $86 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	the withdrawal of a total of $252 million from Entergy Louisiana’s and Entergy Gulf States Louisiana’s storm reserve escrow accounts in 2013 as a result of Hurricane Isaac. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of Hurricane Isaac;


•	deposit of Entergy Louisiana bond proceeds with a trustee in June 2014. Entergy Louisiana issued $170 million of 5.0% Series first mortgage bonds in June 2014 and used the proceeds, in July 2014, to redeem, prior to maturity, its $70 million of 6.4% Series first mortgage bonds due October 2034 and its $100 million of 6.3% Series first mortgage bonds due September 2035; and


•	an increase in nuclear fuel purchases due to 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.

The increase was partially offset by:


•	a decrease in construction expenditures, primarily in the Utility business, including a decrease in spending on the Ninemile 6 self-build project, spending in 2013 on the generator stator incident at ANO, and spending in 2013 on the Waterford 3 steam generator project, partially offset by an increase in storm restoration spending;


•	a change in collateral deposit activity, reflected in the “Increase in other investments” line on the Consolidated Statement of Cash Flows, as Entergy received net deposits of $28 million in 2014 and returned net deposits of $34 million in 2013. Entergy Wholesale Commodities’s forward sales contracts are discussed in the “Market and Credit Risk Sensitive Instruments” section below; and


•	$24 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

Financing Activities

Net cash flow used in financing activities increased by $194 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	long-term debt activity providing approximately $7 million of cash in 2014 compared to using $36 million of cash in 2013. Included in the long-term debt activity is $60 million in 2014 and $605 million in 2013 for the repayment of borrowings on the Entergy Corporation long-term credit facility;


•	Entergy Corporation repaid $136 million of commercial paper in 2014 and issued, in part, $283 million in 2013 to repay borrowings on its long-term credit facility;


•	a net increase of $188 million in 2014 in short-term borrowings by the nuclear fuel company variable interest entities;


•	$70 million in short-term borrowings under the Utility operating companies’ credit facilities in 2013;


•	an increase of $65 million in treasury stock issuances in 2014 primarily due to a larger amount of previously repurchased Entergy Corporation common stock issued in 2014 to satisfy stock option exercises; and


•	the repurchase of $18 million of common stock in 2014.

For details of long-term debt activity and Entergy’s commercial paper program in 2014, see Note 4 to the financial statements herein and Note 5 to the financial statements in the Form 10-K.

Rate, Cost-recovery, and Other Regulation

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

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State and Local Rate Regulation and Fuel-Cost Recovery

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

Federal Regulation

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

Entergy’s Integration Into the MISO Regional Transmission Organization

As discussed in the Form 10-K, on December 19, 2013, the Utility operating companies successfully completed their planned integration into the MISO RTO.

In January 2013, Occidental Chemical Corporation filed with the FERC a petition for declaratory judgment and complaint against MISO alleging that MISO’s proposed treatment of Qualifying Facilities (QFs) in the Entergy region is unduly discriminatory in violation of sections 205 and 206 of the Federal Power Act and violates the Public Utility Regulatory Policies Act (PURPA) and the FERC’s implementing regulations. Occidental’s filing asks that the FERC declare that MISO’s QF integration plan is unlawful, find that the plan cannot be implemented because MISO did not file it pursuant to section 205 of the Federal Power Act, and direct that MISO modify certain aspects of the plan. Entergy sought to intervene and filed a protest to the pleadings.

In February 2014, Occidental filed a petition for enforcement against the LPSC. Occidental’s petition for enforcement alleges that the LPSC’s January 2014 order, which approved Entergy Gulf States Louisiana’s and Entergy Louisiana’s application for modification of Entergy’s methodology for calculating avoided cost rates paid to QFs, is inconsistent with the requirements of PURPA and the FERC’s regulations implementing PURPA. In April 2014 the FERC issued a “Notice Of Intent Not To Act At This Time” with respect to Occidental’s petition for enforcement against the LPSC. The FERC concluded that Occidental’s petition for enforcement largely raises the same issues as those raised in the January 2013 complaint and petition for declaratory order that Occidental had filed against MISO, and that the two proceedings should be addressed at the same time. The FERC reserved its ability to issue a further order or to take further action at a future date should it find that doing so is appropriate.

In April 2014, Occidental filed a complaint in federal district court for the Middle District of Louisiana against the LPSC and Entergy Louisiana that challenges the January 2014 order issued by the LPSC on grounds similar to those raised in the 2013 complaint and 2014 petition for enforcement that Occidental previously filed at the FERC. The district court complaint seeks a declaration that the January 2014 order conflicts with and is preempted by PURPA and the Supremacy Clause of the United States Constitution, and also seeks an injunction prohibiting the LPSC and Entergy Louisiana from enforcing or utilizing the practices approved in the order. The district court complaint seeks damages from Entergy Louisiana and a declaration from the district court that in pursuing the January 2014 order Entergy Louisiana breached an existing agreement with Occidental and an implied covenant of good faith and fair dealing. Entergy Louisiana has moved to stay the district court proceeding, asserting that the FERC has primary jurisdiction to address Occidental’s claims and should be allowed to do so in the context of Occidental’s 2013 complaint.

In February 2013, Entergy Services, on behalf of the Utility operating companies, made a filing with the FERC requesting to adopt the standard Attachment O formula rate template used by transmission owners to establish transmission rates within MISO. The filing proposed four transmission pricing zones for the Utility operating companies, one for Entergy Arkansas, one for Entergy Mississippi, one for Entergy Texas, and one for Entergy Louisiana, Entergy Gulf States Louisiana, and Entergy New Orleans. In June 2013 the FERC issued an order accepting the use of four transmission pricing zones and set for hearing and settlement judge procedures those issues of material fact that FERC decided could not be resolved based on the existing record. Several parties, including the City Council, filed requests for rehearing of the June 2013 order. In February 2014 the FERC issued an order addressing the rehearing requests. Among other things, the FERC denied rehearing and affirmed its prior decision allowing the four transmission

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pricing zones for the Utility operating companies in MISO. The FERC granted rehearing and set for hearing and settlement judge proceedings certain challenges of MISO’s regional through and out rates. In March 2014 certain parties filed a request for rehearing of the FERC’s February 2014 order on issues related to MISO’s regional through and out rates. In February 2014 and April 2014 various parties appealed the FERC’s June 2013 and February 2014 orders to the U.S. Court of Appeals for the D.C. Circuit where the appeals have been consolidated for further proceedings.

System Agreement

Utility Operating Company Notices of Termination of System Agreement Participation

As discussed in the Form 10-K, in February 2014, Entergy Louisiana and Entergy Gulf States Louisiana provided notice of their respective decisions to terminate their participation in the System Agreement and made a filing with the FERC seeking acceptance of the notice. In the FERC filing, Entergy Louisiana and Entergy Gulf States Louisiana requested an effective date of February 14, 2019 or such other effective date approved by the FERC for the termination. In March 2014 the City Council submitted comments to the FERC regarding the notices of termination. The City Council requested the FERC either to condition its acceptance of the notices on compliance with the prior 96-month notice termination period, or in the alternative, to consolidate the notice filings with the proceeding related to the Utility operating companies’ proposal to shorten the System Agreement’s termination notice period from 96 months to 60 months, and to set all of the proceedings for hearing. Also in March 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed a response to the City Council’s comments requesting that the FERC accept the notices without hearing and with an effective date subject to and consistent with the notice period established by the FERC in the proceeding related to the Utility operating companies’ proposal to shorten the System Agreement’s termination notice period. Entergy Louisiana, Entergy Gulf States Louisiana, Entergy New Orleans, and Entergy Texas continue to explore with the LPSC staff, City Council advisors, and the PUCT staff the early termination of the System Agreement on a consensual basis.

Market and Credit Risk Sensitive Instruments

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 also 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 physical 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. In addition to its forward physical power contracts, Entergy Wholesale Commodities also uses a combination of financial contracts, including swaps, collars, and options, to manage forward commodity price risk. Certain hedge volumes have price downside and upside relative to market price movement. The contracted minimum, expected value, and sensitivities are provided in the table below to show potential variations. The sensitivities may not reflect the total maximum upside potential from higher market prices. The information contained in the following table represents projections at a point in time and will vary over time based on numerous factors, such as future market prices, contracting activities, and generation. Following is a summary of Entergy Wholesale Commodities’ current forward capacity and generation contracts as well as total revenue projections based on market prices as of June 30, 2014 (2014 represents the remainder of the year):

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Entergy Wholesale Commodities Nuclear Portfolio



	2014	2015	2016	2017	2018
Energy
Percent of planned generation under contract (a):
Unit-contingent (b)	24%	28%	16%	14%	14%
Unit-contingent with availability guarantees (c)	18%	15%	14%	15%	3%
Firm LD (d)	60%	39%	10%	—%	—%
Offsetting positions (e)	(25%)	—%	—%	—%	—%
Total	77%	82%	40%	29%	17%
Planned generation (TWh) (f) (g)	20	35	36	35	35
Average revenue per MWh on contracted volumes:
Minimum	$44	$45	$47	$51	$56
Expected based on market prices as of June 30, 2014	$49	$51	$51	$53	$56
Sensitivity: -/+ $10 per MWh market price change	$47-$52	$48-$53	$49-$52	$53-$54	$56

Capacity
Percent of capacity sold forward (h):
Bundled capacity and energy contracts (i)	15%	18%	18%	18%	18%
Capacity contracts (j)	40%	15%	15%	16%	7%
Total	55%	33%	33%	34%	25%
Planned net MW in operation (g)	5,011	4,406	4,406	4,406	4,406
Average revenue under contract per kW per month (applies to capacity contracts only)	$6.0	$3.2	$3.4	$5.6	$7.0

Total Nuclear Energy and Capacity Revenues
Expected sold and market total revenue per MWh	$57	$56	$54	$54	$56
Sensitivity: -/+ $10 per MWh market price change	$55-$63	$52-$60	$47-$60	$47-$62	$47-$64

Entergy Wholesale Commodities Non-Nuclear Portfolio



	2014	2015	2016	2017	2018
Energy
Percent of planned generation under contract (a):
Cost-based contracts (k)	47%	36%	34%	33%	33%
Firm LD (d)	9%	7%	7%	6%	7%
Total	56%	43%	41%	39%	40%
Planned generation (TWh) (f) (l)	4	6	6	6	6

Capacity
Percent of capacity sold forward (h):
Cost-based contracts (k)	30%	24%	24%	26%	26%
Bundled capacity and energy contracts (i)	9%	8%	8%	8%	8%
Capacity contracts (j)	44%	53%	53%	56%	24%
Total	83%	85%	85%	90%	58%
Planned net MW in operation (l)	1,052	1,052	1,052	977	977

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(a)	Percent of planned generation output sold or purchased forward under contracts, forward physical contracts, forward financial contracts, or options that mitigate price uncertainty that may require regulatory approval or approval of transmission rights. Positions that are no longer classified as hedges are netted in the planned generation under contract.


(b)	Transaction under which power is supplied from a specific generation asset; if the asset is not operating, seller is generally not liable to buyer for any damages.

(c)

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.


(d)	Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset) or settles financially on notional quantities; if a party fails to deliver or receive energy, defaulting party must compensate the other party as specified in the contract, a portion of which may be capped through the use of risk management products.


(e)	Transactions for the purchase of energy, generally to offset a Firm LD transaction.


(f)	Amount of output expected to be generated by Entergy Wholesale Commodities resources considering plant operating characteristics, outage schedules, and expected market conditions that affect dispatch.

(g)

Assumes NRC license renewals for plants whose current licenses expire within five years. Assumes shutdown of Vermont Yankee in the fourth quarter 2014 and uninterrupted normal operation at remaining plants. NRC license renewal applications are in process for two units, as follows (with current license expirations in parentheses): Indian Point 2 (September 2013 and now operating under its period of extended operations) and Indian Point 3 (December 2015). For a discussion regarding the shutdown of the Vermont Yankee plant, see “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein. For a discussion regarding the license renewals for Indian Point 2 and Indian Point 3, see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plants” above and in the Form10-K.


(h)	Percent of planned qualified capacity sold to mitigate price uncertainty under physical or financial transactions.


(i)	A contract for the sale of installed capacity and related energy, priced per megawatt-hour sold.


(j)	A contract for the sale of an installed capacity product in a regional market.

(k)

Contracts priced in accordance with cost-based rates, a ratemaking concept used for the design and development of rate schedules to ensure that the filed rate schedules recover only the cost of providing the service; these contracts are on owned non-utility resources located within Entergy’s Utility service area and were executed prior to receiving market-based rate authority under MISO. The percentage sold assumes completion of the necessary transmission upgrades required for the approved transmission rights.


(l)	Non-nuclear planned generation and net MW in operation include purchases from affiliated and non-affiliated counterparties under long-term contracts and exclude energy and capacity from Entergy Wholesale Commodities’ wind investment. The decrease in planned net MW in operation beginning in 2017 is due to the expiration of a non-affiliated 75 MW contact.

Entergy estimates that a positive $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 June 30, 2014 market conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax net income of $126 million for the remainder of 2014. A negative $10 per MWh change in the annual average energy price in the markets based on June 30, 2014 market conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax net income of ($55) million for the remainder of 2014.

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’s 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 June 30, 2014, based on power prices at that time, Entergy had liquidity exposure of $242 million under

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the guarantees in place supporting Entergy Wholesale Commodities transactions and $28 million of posted cash collateral. As of June 30, 2014, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $195 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 June 30, 2014, Entergy would have been required to provide approximately $141 million of additional cash or letters of credit under some of the agreements.

As of June 30, 2014, substantially all of the counterparties or their guarantors for 100% of the planned energy output under contract for Entergy Wholesale Commodities nuclear plants through 2018 have public investment grade credit ratings.

Nuclear Matters

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

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy’s accounting for nuclear decommissioning costs, unbilled revenue, impairment of long-lived assets and trust fund investments, qualified pension and other postretirement benefits, and other contingencies. Following are updates to that discussion.

Nuclear Decommissioning Costs

In the first quarter 2014, Entergy Arkansas recorded a revision to its estimated decommissioning cost liabilities for ANO 1 and ANO 2 as a result of a revised decommissioning cost study. The revised estimates resulted in a $43.6 million increase in the decommissioning cost liabilities, along with a corresponding increase in the related asset retirement cost assets that will be depreciated over the remaining lives of the units.

See “Impairment of Long-Lived Assets” in Note 1 to the financial statements in the Form 10-K and Note 11 to the financial statements herein for a discussion of the planned shutdown of Vermont Yankee and the December 2013 settlement agreement involving Entergy and Vermont parties. In the settlement agreement, Entergy Vermont Yankee agreed to complete and shall provide to the Vermont parties by December 31, 2014, a site assessment study of the costs and tasks of radiological decommissioning, spent nuclear fuel management, and site restoration of Vermont Yankee. Entergy Vermont Yankee also agreed that it shall file its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC no sooner than sixty days after completing the site assessment study. It is possible that development of the site assessment study and PSDAR will lead to a revision of Vermont Yankee’s decommissioning cost liability estimate.

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 April 2014 the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” which changes the requirements for reporting discontinued operations. The ASU states that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued

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operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the component of an entity or group of components of an entity meets the criteria to be classified as held for sale, is disposed of by sale, or is disposed of other than by sale. The amendments in this ASU also require additional disclosures about discontinued operations. ASU 2014-08 is effective for Entergy for the first quarter 2015. Entergy does not currently expect ASU 2014-08 to affect materially its results of operations, financial position, or cash flows.

In May 2014 the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The ASU’s core principle is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The ASU details a five-step model that should be followed to achieve the core principle. ASU 2014-09 is effective for Entergy for the first quarter 2017. Entergy does not expect ASU 2014-09 to affect materially its results of operations, financial position, or cash flows.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands, Except Share Data)
OPERATING REVENUES
Electric		$2,373,842			$2,177,210			$4,600,306		$4,126,490
Natural gas	35,469			33,881			113,689			87,202
Competitive businesses	587,339			527,117			1,491,498			1,133,390
TOTAL	2,996,650			2,738,208			6,205,493			5,347,082

OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	604,081			489,608			1,147,910			999,940
Purchased power	517,898			485,744			1,092,525			858,873
Nuclear refueling outage expenses	66,497			66,464			126,041			127,183
Other operation and maintenance	816,609			844,195			1,554,590			1,598,453
Decommissioning	67,250			59,389			133,049			118,494
Taxes other than income taxes	152,736			144,888			307,204			295,983
Depreciation and amortization	331,742			297,516			660,465			598,392
Other regulatory charges (credits)	(14,640		)	3,892			(10,645		)	9,207
TOTAL	2,542,173			2,391,696			5,011,139			4,606,525

OPERATING INCOME	454,477			346,512			1,194,354			740,557

OTHER INCOME
Allowance for equity funds used during construction	14,788			16,249			29,917			29,000
Interest and investment income	24,245			40,541			59,493			78,847
Miscellaneous - net	(14,675		)	(13,157		)	(26,379		)	(26,779		)
TOTAL	24,358			43,633			63,031			81,068

INTEREST EXPENSE
Interest expense	164,327			155,768			326,877			308,918
Allowance for borrowed funds used during construction	(8,516		)	(6,791		)	(15,535		)	(11,979		)
TOTAL	155,811			148,977			311,342			296,939

INCOME BEFORE INCOME TAXES	323,024			241,168			946,043			524,686

Income taxes	128,743			73,113			345,709			189,648

CONSOLIDATED NET INCOME	194,281			168,055			600,334			335,038

Preferred dividend requirements of subsidiaries	4,898			4,332			9,777			9,915

NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION		$189,383			$163,723			$590,557			$325,123

Earnings per average common share:
Basic		$1.06			$0.92			$3.30			$1.83
Diluted		$1.05			$0.92			$3.29			$1.82
Dividends declared per common share		$0.83			$0.83			$1.66			$1.66

Basic average number of common shares outstanding	179,354,103			178,196,525			179,077,503			178,112,709
Diluted average number of common shares outstanding	180,045,432			178,614,383			179,547,020			178,534,201

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)

Net Income		$194,281			$168,055			$600,334			$335,038

Other comprehensive income (loss)
Cash flow hedges net unrealized gain (loss)
(net of tax expense (benefit) of ($3,772), $14,531, $3,453, and ($26,604))	(6,744		)	27,590			7,010			(48,385		)
Pension and other postretirement liabilities
(net of tax expense of $1,822, $5,885, $19,583, and $11,754)	3,459			9,779			(9,237		)	19,574
Net unrealized investment gains (losses)
(net of tax expense (benefit) of $29,580, ($9,325), $35,328, and $44,986)	39,235			(8,033		)	62,224			48,344
Foreign currency translation
(net of tax expense (benefit) of $172, $11, $213, and ($405))	320			19			395			(753		)
Other comprehensive income	36,270			29,355			60,392			18,780

Comprehensive Income	230,551			197,410			660,726			353,818
Preferred dividend requirements of subsidiaries	4,898			4,332			9,777			9,915
Comprehensive Income Attributable to Entergy Corporation		$225,653			$193,078			$650,949			$343,903

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Consolidated net income		$600,334			$335,038
Adjustments to reconcile consolidated net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	1,041,970			948,950
Deferred income taxes, investment tax credits, and non-current taxes accrued	357,571			162,189
Changes in working capital:
Receivables	(47,120		)	(218,279		)
Fuel inventory	32,125			6,190
Accounts payable	46,697			151,993
Prepaid taxes and taxes accrued	(39,317		)	(58,176		)
Interest accrued	1,508			(3,172		)
Deferred fuel costs	(237,726		)	(101,421		)
Other working capital accounts	(115,605		)	(133,575		)
Changes in provisions for estimated losses	4,314			(250,343		)
Changes in other regulatory assets	26,070			216,659
Changes in other regulatory liabilities	89,860			98,807
Changes in pensions and other postretirement liabilities	(128,922		)	24,955
Other	(103,196		)	(63,910		)
Net cash flow provided by operating activities	1,528,563			1,115,905

INVESTING ACTIVITIES
Construction/capital expenditures	(959,618		)	(1,244,859		)
Allowance for equity funds used during construction	31,577			30,977
Nuclear fuel purchases	(236,296		)	(209,509		)
Proceeds from sale of assets	10,100			—
Insurance proceeds received for property damages	28,226			—
Changes in securitization account	6,987			9,118
NYPA value sharing payment	(72,000		)	(71,736		)
Payments to storm reserve escrow account	(3,624		)	(3,855		)
Receipts from storm reserve escrow account	—			260,230
Increase in other investments	(140,772		)	(28,895		)
Litigation proceeds for reimbursement of spent nuclear fuel storage costs	—			10,763
Proceeds from nuclear decommissioning trust fund sales	981,530			779,706
Investment in nuclear decommissioning trust funds	(1,036,770		)	(837,114		)
Net cash flow used in investing activities	(1,390,660		)	(1,305,174		)

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
FINANCING ACTIVITIES
Proceeds from the issuance of:
Long-term debt	1,232,161			1,973,866
Treasury stock	81,358			16,634
Retirement of long-term debt	(1,224,733		)	(2,010,111		)
Repurchase of common stock	(18,259		)	—
Changes in credit borrowings and commercial paper - net	(7,538		)	294,123
Other	17,030			—
Dividends paid:
Common stock	(297,228		)	(297,054		)
Preferred stock	(9,752		)	(10,137		)
Net cash flow used in financing activities	(226,961		)	(32,679		)

Effect of exchange rates on cash and cash equivalents	—			751

Net decrease in cash and cash equivalents	(89,058		)	(221,197		)

Cash and cash equivalents at beginning of period	739,126			532,569

Cash and cash equivalents at end of period		$650,068			$311,372

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$312,747			$302,179
Income taxes		$19,505			$88,665

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$148,639			$129,979
Temporary cash investments	501,429			609,147
Total cash and cash equivalents	650,068			739,126
Accounts receivable:
Customer	703,524			670,641
Allowance for doubtful accounts	(33,719		)	(34,311		)
Other	191,147			195,028
Accrued unbilled revenues	371,997			340,828
Total accounts receivable	1,232,949			1,172,186
Deferred fuel costs	311,018			116,379
Accumulated deferred income taxes	33,241			175,073
Fuel inventory - at average cost	176,833			208,958
Materials and supplies - at average cost	932,982			915,006
Deferred nuclear refueling outage costs	307,287			192,474
Prepayments and other	600,755			410,489
TOTAL	4,245,133			3,929,691

OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	38,333			40,350
Decommissioning trust funds	5,164,746			4,903,144
Non-utility property - at cost (less accumulated depreciation)	198,727			199,375
Other	138,063			210,616
TOTAL	5,539,869			5,353,485

PROPERTY, PLANT AND EQUIPMENT
Electric	43,569,861			42,935,712
Property under capital lease	940,688			941,299
Natural gas	370,658			366,365
Construction work in progress	1,668,324			1,514,857
Nuclear fuel	1,532,498			1,566,904
TOTAL PROPERTY, PLANT AND EQUIPMENT	48,082,029			47,325,137
Less - accumulated depreciation and amortization	19,972,785			19,443,493
PROPERTY, PLANT AND EQUIPMENT - NET	28,109,244			27,881,644

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	846,935			849,718
Other regulatory assets (includes securitization property of $775,911 as of June 30, 2014 and $822,218 as of December 31, 2013)	3,870,076			3,893,363
Deferred fuel costs	172,202			172,202
Goodwill	377,172			377,172
Accumulated deferred income taxes	42,532			62,011
Other	947,584			887,160
TOTAL	6,256,501			6,241,626

TOTAL ASSETS		$44,150,747			$43,406,446

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$682,666		$457,095
Notes payable and commercial paper	1,039,349		1,046,887
Accounts payable	1,159,726		1,173,313
Customer deposits	401,055		370,997
Taxes accrued	151,776		191,093
Accumulated deferred income taxes	36,098		28,307
Interest accrued	182,505		180,997
Deferred fuel costs	14,545		57,631
Obligations under capital leases	2,413		2,323
Pension and other postretirement liabilities	51,844		67,419
Other	406,092		484,510
TOTAL	4,128,069		4,060,572

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	8,986,343		8,724,635
Accumulated deferred investment tax credits	258,419		263,765
Obligations under capital leases	30,988		32,218
Other regulatory liabilities	1,385,816		1,295,955
Decommissioning and asset retirement cost liabilities	4,108,256		3,933,416
Accumulated provisions	120,015		115,139
Pension and other postretirement liabilities	2,207,357		2,320,704
Long-term debt (includes securitization bonds of $831,928 as of June 30, 2014 and $883,013 as of December 31, 2013)	11,936,105		12,139,149
Other	622,151		583,667
TOTAL	29,655,450		29,408,648

Commitments and Contingencies

Subsidiaries' preferred stock without sinking fund	210,760		210,760

EQUITY
Common Shareholders' Equity:
Common stock, $.01 par value, authorized 500,000,000 shares; issued 254,752,788 shares in 2014 and in 2013	2,548		2,548
Paid-in capital	5,358,395		5,368,131
Retained earnings	10,118,382		9,825,053
Accumulated other comprehensive income (loss)	31,068		(29,324		)
Less - treasury stock, at cost (75,198,614 shares in 2014 and 76,381,936 shares in 2013)	5,447,925		5,533,942
Total common shareholders' equity	10,062,468		9,632,466
Subsidiaries' preferred stock without sinking fund	94,000		94,000
TOTAL	10,156,468		9,726,466

TOTAL LIABILITIES AND EQUITY		$44,150,747		$43,406,446

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

				Common Shareholders’ Equity
	Subsidiaries’ Preferred Stock			Common Stock		Treasury Stock			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	(In Thousands)

Balance at December 31, 2012		$94,000			$2,548		($5,574,819	)		$5,357,852			$9,704,591			($293,083	)		$9,291,089

Consolidated net income (a)	9,915			—		—			—			325,123			—			335,038
Other comprehensive income	—			—		—			—			—			18,780			18,780
Common stock issuances related to stock plans	—			—		31,348			(2,099		)	—			—			29,249
Common stock dividends declared	—			—		—			—			(295,724		)	—			(295,724		)
Preferred dividend requirements of subsidiaries (a)	(9,915		)	—		—			—			—			—			(9,915		)

Balance at June 30, 2013		$94,000			$2,548		($5,543,471	)		$5,355,753			$9,733,990			($274,303	)		$9,368,517


Balance at December 31, 2013		$94,000			$2,548		($5,533,942	)		$5,368,131			$9,825,053			($29,324	)		$9,726,466

Consolidated net income (a)	9,777			—		—			—			590,557			—			600,334
Other comprehensive income	—			—		—			—			—			60,392			60,392
Common stock repurchases	—			—		(18,259		)	—			—			—			(18,259		)
Common stock issuances related to stock plans	—			—		104,276			(9,736		)	—			—			94,540
Common stock dividends declared	—			—		—			—			(297,228		)	—			(297,228		)
Preferred dividend requirements of subsidiaries (a)	(9,777		)	—		—			—			—			—			(9,777		)

Balance at June 30, 2014		$94,000			$2,548		($5,447,925	)		$5,358,395			$10,118,382			$31,068			$10,156,468

See Notes to Financial Statements.

(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2014 and 2013 include $6.4 million and $6.6 million, respectively, of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented within equity.

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ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars in Millions)
Utility Electric Operating Revenues:
Residential		$765		$729		$36		5
Commercial	627		574		53			9
Industrial	708		598		110			18
Governmental	57		53		4			8
Total retail	2,157		1,954		203			10
Sales for resale	53		47		6			13
Other	164		176		(12		)	(7	)
Total		$2,374		$2,177		$197		9

Utility Billed Electric Energy Sales (GWh):
Residential	7,266		7,377		(111		)	(2	)
Commercial	6,762		6,684		78			1
Industrial	10,902		10,357		545			5
Governmental	587		583		4			1
Total retail	25,517		25,001		516			2
Sales for resale	2,048		590		1,458			247
Total	27,565		25,591		1,974			8

Entergy Wholesale Commodities:
Operating Revenues		$578		$534		$44		8
Billed Electric Energy Sales (GWh)	11,533		11,172		361			3


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars in Millions)
Utility Electric Operating Revenues:
Residential		$1,669		$1,480		$189		13
Commercial	1,204		1,097		107			10
Industrial	1,263		1,142		121			11
Governmental	110		105		5			5
Total retail	4,246		3,824		422			11
Sales for resale	172		99		73			74
Other	182		203		(21		)	(10	)
Total		$4,600		$4,126		$474		11

Utility Billed Electric Energy Sales (GWh):
Residential	17,293		15,721		1,572			10
Commercial	13,563		13,105		458			3
Industrial	21,015		20,225		790			4
Governmental	1,170		1,167		3			—
Total retail	53,041		50,218		2,823			6
Sales for resale	4,282		1,219		3,063			251
Total	57,323		51,437		5,886			11

Entergy Wholesale Commodities:
Operating Revenues		$1,490		$1,147		$343		30
Billed Electric Energy Sales (GWh)	21,547		21,559		(12		)	—

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ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

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

ANO Damage and Outage

See Note 8 to the financial statements in the Form 10-K for a discussion of the ANO stator incident. The total cost of assessment, restoration of off-site power, site restoration, debris removal, and replacement of damaged property and equipment was approximately $95 million as of June 30, 2014. In addition, Entergy Arkansas incurred replacement power costs for ANO 2 power during its outage and incurred incremental replacement power costs for ANO 1 power because the outage extended beyond the originally-planned duration of the refueling outage. In February 2014 the APSC approved Entergy Arkansas’s request to exclude from the calculation of its revised energy cost rate $65.9 million of deferred fuel and purchased energy costs incurred in 2013 as a result of the ANO stator incident. The APSC authorized Entergy Arkansas to retain the $65.9 million in its deferred fuel balance with recovery to be reviewed in a later period after more information regarding various claims associated with the ANO stator incident is available.

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Notes to Financial Statements

assessment follow-up letter for ANO dated July 29, 2014, the NRC stated that given the two yellow findings, it determined that the performance at ANO is in the “degraded cornerstone column,” or column 3, of the NRC’s reactor oversight process action matrix beginning the first quarter 2014. The NRC plans to conduct supplemental inspection activity to review the actions taken to address the yellow findings. Corrective actions in response to the NRC’s findings have been taken and remain ongoing at ANO. Entergy will continue to interact with the NRC to address the NRC’s findings.

Baxter Wilson Plant Event

On September 11, 2013, Entergy Mississippi’s Baxter Wilson (Unit 1) power plant experienced a significant unplanned outage event. Entergy Mississippi completed the process of assessing the nature and extent of the damage to the unit and repairs are in progress. The current estimate of costs to return the unit to service is in the range of $45 million to $60 million. This estimate may change as restorative activities occur. The costs necessary to return the plant to service are expected to be incurred into late 2014. Entergy Mississippi believes that the damage is covered by its property insurance policy, subject to a $20 million deductible. In December 2013, Entergy Mississippi made a filing with the MPSC requesting approval for Entergy Mississippi to defer and accumulate the costs incurred in connection with Baxter Wilson repair activities, net of applicable insurance proceeds, with such costs to be recoverable in a manner to be determined by the MPSC. In June 2014, Entergy Mississippi filed a rate case with the MPSC, which includes recovery of the costs associated with Baxter Wilson (Unit 1) repair activities, net of applicable insurance proceeds. The MPSC has not yet acted on this filing.

Nuclear Insurance

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

Conventional Property Insurance

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

Employment Litigation

See Note 8 to the financial statements in the Form 10-K for information on Entergy’s employment and labor-related proceedings.

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

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

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

Regulatory Assets

See Note 2 to the financial statements in the Form 10-K for information regarding regulatory assets in the Utility business presented on the balance sheets of Entergy and the Registrant Subsidiaries. The following is an update to that discussion.

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Notes to Financial Statements

Fuel and purchased power cost recovery

Entergy Arkansas

In May 2014, Entergy Arkansas filed its annual redetermination of the production cost allocation rider to recover the $3 million unrecovered retail balance as of December 31, 2013 and the $68 million System Agreement bandwidth remedy payment made in May 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period. In June 2014 the APSC suspended the annual redetermination of the production cost allocation rider and scheduled a hearing in September 2014.

Entergy Mississippi

Entergy Mississippi had a deferred fuel balance of $60.4 million as of March 31, 2014. In May 2014, Entergy Mississippi filed for an interim adjustment under its energy cost recovery rider. The interim adjustment proposed a net energy cost factor designed to collect over a six-month period the under-recovered deferred fuel balance as of March 31, 2014 and also reflects a natural gas price of $4.50 per MMBtu. In May 2014, Entergy Mississippi and the Public Utilities Staff entered into a joint stipulation in which Entergy Mississippi agreed to a revised net energy cost factor that reflected the proposed interim adjustment with a reduction in costs recovered through the energy cost recovery rider associated with the suspension of the DOE nuclear waste storage fee. In June 2014 the MPSC approved the joint stipulation and allowed Entergy Mississippi’s interim adjustment. The revised net energy cost factor will remain in effect through the end of 2014.

Retail Rate Proceedings

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

Filings with the LPSC

Retail Rates - Electric

(Entergy Gulf States Louisiana)

See Note 2 to the financial statements in the Form 10-K for a discussion of the base rate case filed by Entergy Gulf States Louisiana in February 2013. Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Gulf States Louisiana submitted a compliance filing in May 2014 reflecting the effects of the estimated MISO cost recovery mechanism revenue requirement and adjustment of the additional capacity mechanism requiring a net increase of approximately $3.8 million in formula rate plan revenue to be implemented over nine months commencing with the first billing cycle of December 2014. Before rates are implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data.

(Entergy Louisiana)

See Note 2 to the financial statements in the Form 10-K for a discussion of the base rate case filed by Entergy Louisiana in February 2013. Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Louisiana submitted a compliance filing in May 2014 reflecting the effects of the $10 million agreed-upon increase in formula rate plan revenue, the estimated MISO cost recovery mechanism revenue requirement, and the adjustment of the additional capacity mechanism requiring a net increase of approximately $39 million in formula rate plan revenue to be implemented over nine months commencing with the first billing cycle of December 2014. Before rates are implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the

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Notes to Financial Statements

estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data.

As discussed in the Form 10-K, the LPSC is conducting a prudence review of the Waterford 3 replacement steam generator project with regard to the following aspects of the 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 July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up $71 million, citing a need for further explanation or documentation from Entergy Louisiana. An intervenor filed testimony recommending disallowance of $141 million of incremental project costs, claiming the steam generator fabricator was imprudent. Entergy Louisiana believes that the replacement steam generator costs were prudently incurred and applicable legal principles support their recovery in rates. Entergy Louisiana will provide further documentation and explanation requested by the LPSC staff. Cross-answering testimony is due in August 2014 and rebuttal testimony is due in September 2014. An evidentiary hearing is scheduled for December 2014.

Retail Rates - Gas (Entergy Gulf States Louisiana)

In January 2014, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2013. The filing showed an earned return on common equity of 5.47%, which results in a $1.5 million rate increase. In April 2014 the LPSC Staff issued a report indicating "that Entergy Gulf States Louisiana has properly determined its earnings for the test year ended September 30, 2013." The $1.5 million rate increase was implemented effective with the first billing cycle of April 2014.

Filings with the MPSC (Entergy Mississippi)

In June 2014, Entergy Mississippi filed its first general rate case before the MPSC in almost 12 years. The rate filing lays out Entergy Mississippi’s plans for improving reliability, modernizing the grid, maintaining its workforce, stabilizing rates, utilizing new technologies, and attracting new industry to its service territory. Entergy Mississippi requests a net increase in revenue of $49 million for bills rendered during calendar year 2015, including $30 million resulting from new depreciation rates to update the estimated service life of assets. In addition, the filing proposes, among other things: 1) realigning cost recovery of the Attala and Hinds power plant acquisitions from the power management rider to base rates; 2) including certain MISO-related revenues and expenses in the power management rider; 3) power management rider changes that reflect the changes in costs and revenues that will accompany Entergy Mississippi’s withdrawal from participation in the System Agreement; and 4) a formula rate plan forward test year to allow for known changes in expenses and revenues for the rate effective period. Entergy Mississippi proposes maintaining the current authorized return on common equity of 10.59%. A hearing is scheduled for November 2014, and the procedural schedule calls for rates to be effective January 30, 2015.

Filings with the City Council (Entergy Louisiana)

In March 2013, Entergy Louisiana filed a rate case for the Algiers area, which is in New Orleans and is regulated by the City Council. Entergy Louisiana requested a rate increase of $13 million over three years, including a 10.4% return on common equity and a formula rate plan mechanism identical to its LPSC request made in February 2013. In January 2014 the City Council advisors filed direct testimony recommending a rate increase of $5.56 million over three years, including an 8.13% return on common equity. In June 2014 the City Council unanimously approved a settlement that includes the following:


•	a $9.3 million base rate revenue increase to be phased in on a levelized basis over four years;


•	recovery of an additional $853 thousand annually through a MISO recovery rider; and


•	the adoption of a four-year formula rate plan requiring the filing of annual evaluation reports in May of each year, commencing May 2015, with resulting rates being implemented in October of each year. The formula rate plan includes a midpoint target authorized return on common equity of 9.95% with a +/- 40 basis point bandwidth.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The rate increase was effective with bills rendered on and after the first billing cycle of July 2014.

Filings with the PUCT (Entergy Texas)

2013 Rate Case

In September 2013, Entergy Texas filed a rate case requesting a $38.6 million base rate increase reflecting a 10.4% return on common equity based on an adjusted test year ending March 31, 2013. The rate case also proposed (1) a rough production cost equalization adjustment rider recovering Entergy Texas’s payment to Entergy New Orleans to achieve rough production cost equalization based on calendar year 2012 production costs and (2) a rate case expense rider recovering the cost of the 2013 rate case and certain costs associated with previous rate cases. The rate case filing also included a request to reconcile $0.9 billion of fuel and purchased power costs and fuel revenues covering the period July 2011 through March 2013. The fuel reconciliation also reflects special circumstances fuel cost recovery of approximately $22 million of purchased power capacity costs. In January 2014 the PUCT staff filed direct testimony recommending a retail rate reduction of $0.3 million and a 9.2% return on common equity. In March 2014, Entergy Texas filed an Agreed Motion for Interim Rates. The motion explained that the parties to this proceeding have agreed that Entergy Texas should be allowed to implement new rates reflecting an $18.5 million base rate increase, effective for usage on and after April 1, 2014, as well as recovery of charges for rough production cost equalization and rate case expenses. In March 2014 the State Office of Administrative Hearings, the body assigned to hear the case, approved the motion. In April 2014, Entergy Texas filed a unanimous stipulation in this case. Among other things, the stipulation provides for an $18.5 million base rate increase, recovery over three years of the calendar year 2012 rough production cost equalization charges and rate case expenses, and states a 9.8% return on common equity. In addition, the stipulation finalizes the fuel and purchased power reconciliation covering the period July 2011 through March 2013, with the parties stipulating an immaterial fuel disallowance. No special circumstances recovery of purchased power capacity costs was allowed. In April 2014 the State Office of Administrative Hearings remanded the case back to the PUCT for final processing. In May 2014 the PUCT approved the stipulation. No motions for rehearing were filed during the statutory rehearing period.

Entergy Gulf States Louisiana and Entergy Louisiana Business Combination Study

In June 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed a business combination study report with the LPSC. The report contains a preliminary analysis of the potential combination of Entergy Gulf States Louisiana and Entergy Louisiana into a single public utility. Though not a formal application, the report provides an overview of the combination and identifies its potential customer benefits. Although not part of the business combination, Entergy Louisiana provided notice to the City Council in June 2014 that it anticipates it will seek authorization to transfer to Entergy New Orleans the assets that currently support Entergy Louisiana’s customers in Algiers. Entergy Gulf States Louisiana and Entergy Louisiana will hold technical conferences and face-to-face meetings with LPSC staff, City Council advisors, and other stakeholders to discuss potential effects of the combination, solicit suggestions and concerns, and identify areas in which additional information might be needed. Entergy Gulf States Louisiana and Entergy Louisiana held a technical conference at the LPSC to discuss the business combination in July 2014 and scheduled a second technical conference to be held in August 2014.

System Agreement Cost Equalization Proceedings

See Note 2 to the financial statements in the Form 10-K for a discussion of the proceedings regarding the System Agreement, including the FERC’s October 2011 order and Entergy’s December 2011 compliance filing in response to that order. In February 2014 the FERC issued a rehearing order addressing its October 2011 order. The FERC denied the LPSC’s request for rehearing on the issues of whether the bandwidth remedy should be made effective earlier than June 1, 2005, and whether refunds should be ordered for the 20-month refund effective period. The FERC granted the LPSC’s rehearing request on the issue of interest on the bandwidth payments/receipts for the June - December 2005 period, requiring that interest be accrued from June 1, 2006 until the date those bandwidth payments/receipts are made. In April 2014 the LPSC filed a petition for review of the FERC’s October 2011 and February 2014 orders with

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

the U.S. Court of Appeals for the D.C. Circuit. Also in February 2014 the FERC issued an order rejecting the December 2011 compliance filing that calculated the bandwidth payments/receipts for the June - December 2005 period. The FERC order requires a new compliance filing that calculates the bandwidth payments/receipts for the June - December 2005 period based on monthly data for the seven individual months and that includes interest pursuant to the February 2014 rehearing order. Entergy has sought rehearing of the February 2014 orders with respect to the FERC’s determinations regarding interest.

In May 2014, Entergy filed with the FERC an updated compliance filing that provides the payments and receipts among the Utility operating companies pursuant to the FERC’s February 2014 orders. The filing shows the following net payments and receipts, including interest, among the Utility operating companies:



	Payments (Receipts)
	(In Millions)
Entergy Arkansas	$68
Entergy Gulf States Louisiana	($10)
Entergy Louisiana	$—
Entergy Mississippi	($11)
Entergy New Orleans	$2
Entergy Texas	($49)

These payments were made in May 2014. The LPSC, City Council, and APSC have filed protests.

2008 Rate Filing Based on Calendar Year 2007 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. In August 2014 the Fifth Circuit issued its opinion dismissing the LPSC petition for review of the FERC’s order.

Comprehensive Bandwidth Recalculation for 2007, 2008, and 2009 Rate Filing Proceedings

See Note 2 to the financial statements in the Form 10-K for a discussion of this comprehensive bandwidth recalculation. In July 2014 the FERC issued four orders in connection with various Service Schedule MSS-3 rough production cost equalization formula compliance filings and rehearing requests. Specifically, the FERC accepted Entergy Services’ revised methodologies for calculating certain cost components of the formula and affirmed its prior ruling requiring interest on the true-up amounts. The FERC directed that a comprehensive recalculation of the formula be performed for the filing years 2007 and 2008 based on calendar years 2006 and 2007 production costs. The comprehensive recalculation is due to be filed with the FERC within 45 days of the orders, or on September 15, 2014 and the bandwidth payments associated with the recalculations are expected to be made in October 2014. Management is evaluating the effect of these orders on the 2009 rate filing proceeding.

2011 Rate Filing Based on Calendar Year 2010 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. In March 2014 the Fifth Circuit rejected the LPSC’s petition for a writ of mandamus.

2014 Rate Filing Based on Calendar Year 2013 Production Costs

In May 2014, Entergy filed with the FERC the 2014 rates in accordance with the FERC’s orders in the System Agreement proceeding. The filing shows the following payments and receipts among the Utility operating companies for 2014, based on calendar year 2013 production costs, commencing for service in June 2014, are necessary to achieve rough production cost equalization under the FERC’s orders:

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Notes to Financial Statements



	Payments (Receipts)
	(In Millions)
Entergy Gulf States Louisiana	$—
Entergy Louisiana	$—
Entergy Mississippi	$—
Entergy New Orleans	($15)
Entergy Texas	$15

The LPSC protested the filing and the PUCT and City Council filed comments regarding the filing.

Storm Cost Recovery Filings with Retail Regulators

Entergy Gulf States Louisiana and Entergy Louisiana

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Notes to Financial Statements

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 $1.75 billion.

Entergy New Orleans

As discussed in the Form 10-K, total restoration costs for the repair and replacement of Entergy New Orleans’s electric facilities damaged by Hurricane Isaac were $47.3 million. Entergy New Orleans withdrew $17.4 million from the storm reserve escrow account to partially offset these costs. In February 2014, Entergy New Orleans made a filing with the City Council seeking certification of the Hurricane Isaac costs. In July 2014 the City Council adopted a procedural schedule that provides for hearings on the merits in September 2015.

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

Common Stock

Earnings per Share

The following table presents Entergy’s basic and diluted earnings per share calculations included on the consolidated income statements:



	For the Three Months Ended June 30,
	2014						2013
	(In Millions, Except Per Share Data)
Basic earnings per share	Income		Shares	$/share			Income		Shares	$/share
Net income attributable to Entergy Corporation		$189.4	179.4		$1.06			$163.7	178.2		$0.92
Average dilutive effect of:
Stock options			0.2	—					0.1	—
Other equity plans			0.4	(0.01		)			0.3	—
Diluted earnings per share		$189.4	180.0		$1.05			$163.7	178.6		$0.92

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 5.2 million for the three months ended June 30, 2014 and approximately 8.9 million for the three months ended June 30, 2013.



	For the Six Months Ended June 30,
	2014						2013
	(In Millions, Except Per Share Data)
Basic earnings per share	Income		Shares	$/share			Income		Shares	$/share
Net income attributable to Entergy Corporation		$590.6	179.1		$3.30			$325.1	178.1		$1.83
Average dilutive effect of:
Stock options			0.1	—					0.1	—
Other equity plans			0.3	(0.01		)			0.3	(0.01		)
Diluted earnings per share		$590.6	179.5		$3.29			$325.1	178.5		$1.82

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 7.4 million for the six months ended June 30, 2014 and approximately 8.9 million for the six months ended June 30, 2013.

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

Treasury Stock

During the six months ended June 30, 2014, Entergy Corporation issued 1,431,512 shares of its previously repurchased common stock to satisfy stock option exercises, vesting of shares of restricted stock, and other stock-based awards. During the six months ended June 30, 2014, Entergy Corporation repurchased 248,190 shares of its common stock for a total purchase price of $18.3 million.

Retained Earnings

On July 25, 2014, Entergy Corporation’s Board of Directors declared a common stock dividend of $0.83 per share, payable on September 2, 2014 to holders of record as of August 14, 2014.

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. The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the three months ended June 30, 2014 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation		Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, March 31, 2014		($68,023	)		($300,919	)		$360,245			$3,495		($5,202	)
Other comprehensive income (loss) before reclassifications	(7,245		)	—			40,807			320		33,882
Amounts reclassified from accumulated other comprehensive income (loss)	501			3,459			(1,572		)	—		2,388
Net other comprehensive income (loss) for the period	(6,744		)	3,459			39,235			320		36,270
Ending balance, June 30, 2014		($74,767	)		($297,460	)		$399,480			$3,815		$31,068

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the three months ended June 30, 2013 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation		Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, March 31, 2013		$3,930			($580,917	)		$270,924			$2,405		($303,658	)
Other comprehensive income (loss) before reclassifications	30,023			—			(7,176		)	19		22,866
Amounts reclassified from accumulated other comprehensive income (loss)	(2,433		)	9,779			(857		)	—		6,489
Net other comprehensive income (loss) for the period	27,590			9,779			(8,033		)	19		29,355
Ending balance, June 30, 2013		$31,520			($571,138	)		$262,891			$2,424		($274,303	)

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the six months ended June 30, 2014 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation		Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, December 31, 2013		($81,777	)		($288,223	)		$337,256			$3,420		($29,324	)
Other comprehensive income (loss) before reclassifications	(120,177		)	—			65,530			395		(54,252		)
Amounts reclassified from accumulated other comprehensive income (loss)	127,187			(9,237		)	(3,306		)	—		114,644
Net other comprehensive income (loss) for the period	7,010			(9,237		)	62,224			395		60,392
Ending balance, June 30, 2014		($74,767	)		($297,460	)		$399,480			$3,815		$31,068

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the six months ended June 30, 2013 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation			Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, December 31, 2012		$79,905			($590,712	)		$214,547			$3,177			($293,083	)
Other comprehensive income (loss) before reclassifications	(47,538		)	—			50,196			(753		)	1,905
Amounts reclassified from accumulated other comprehensive income (loss)	(847		)	19,574			(1,852		)	—			16,875
Net other comprehensive income (loss) for the period	(48,385		)	19,574			48,344			(753		)	18,780
Ending balance, June 30, 2013		$31,520			($571,138	)		$262,891			$2,424			($274,303	)

The following table presents changes in accumulated other comprehensive loss for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended June 30, 2014:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance March 31, 2014		($28,080	)		($9,937	)
Amounts reclassified from accumulated other comprehensive income (loss)	137			(287		)
Net other comprehensive income (loss) for the period	137			(287		)
Ending balance, June 30, 2014		($27,943	)		($10,224	)

The following table presents changes in accumulated other comprehensive loss for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended June 30, 2013:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance March 31, 2013		($64,274	)		($45,454	)
Amounts reclassified from accumulated other comprehensive income	962			683
Net other comprehensive income for the period	962			683
Ending balance, June 30, 2013		($63,312	)		($44,771	)

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table presents changes in accumulated other comprehensive loss for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2014:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance, December 31, 2013		($28,202	)		($9,635	)
Amounts reclassified from accumulated other comprehensive income (loss)	259			(589		)
Net other comprehensive income (loss) for the period	259			(589		)
Ending balance, June 30, 2014		($27,943	)		($10,224	)

The following table presents changes in accumulated other comprehensive loss for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2013:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance, December 31, 2012		($65,229	)		($46,132	)
Amounts reclassified from accumulated other comprehensive income	1,917			1,361
Net other comprehensive income for the period	1,917			1,361
Ending balance, June 30, 2013		($63,312	)		($44,771	)

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the three months ended June 30, 2014 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		($672	)	Competitive business operating revenues
Interest rate swaps	(99		)	Miscellaneous - net
Total realized loss on cash flow hedges	(771		)
	270			Income taxes
Total realized loss on cash flow hedges (net of tax)		($501	)

Pension and other postretirement liabilities
Amortization of prior-service costs		$5,075		(a)
Amortization of loss	(8,970		)	(a)
Settlement loss	(1,386		)	(a)
Total amortization	(5,281		)
	1,822			Income taxes
Total amortization (net of tax)		($3,459	)

Net unrealized investment gain (loss)
Realized gain		$3,083		Interest and investment income
	(1,511		)	Income taxes
Total realized investment gain (net of tax)		$1,572

Total reclassifications for the period (net of tax)		($2,388	)


(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the three months ended June 30, 2013 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		$4,309		Competitive business operating revenues
Interest rate swaps	(399		)	Miscellaneous - net
Total realized gain on cash flow hedges	3,910
	(1,477		)	Income taxes
Total realized gain on cash flow hedges (net of tax)		$2,433

Pension and other postretirement liabilities
Amortization of prior-service costs		$2,383		(a)
Amortization of loss	(18,047		)	(a)
Total amortization	(15,664		)
	5,885			Income taxes
Total amortization (net of tax)		($9,779	)

Net unrealized investment gain (loss)
Realized gain		$1,681		Interest and investment income
	(824		)	Income taxes
Total realized investment gain (net of tax)		$857

Total reclassifications for the period (net of tax)		($6,489	)


(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the six months ended June 30, 2014 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		($195,275	)	Competitive business operating revenues
Interest rate swaps	(397		)	Miscellaneous - net
Total realized loss on cash flow hedges	(195,672		)
	68,485			Income taxes
Total realized loss on cash flow hedges (net of tax)		($127,187	)

Pension and other postretirement liabilities
Amortization of prior-service costs		$10,153		(a)
Amortization of loss	(17,951		)	(a)
Settlement loss	(2,548		)	(a)
Total amortization	(10,346		)
	19,583			Income taxes
Total amortization (net of tax)		$9,237

Net unrealized investment gain (loss)
Realized gain		$6,483		Interest and investment income
	(3,177		)	Income taxes
Total realized investment gain (net of tax)		$3,306

Total reclassifications for the period (net of tax)		($114,644	)


(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the six months ended June 30, 2013 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		$2,192		Competitive business operating revenues
Interest rate swaps	(804		)	Miscellaneous - net
Total realized gain on cash flow hedges	1,388
	(541		)	Income taxes
Total realized gain on cash flow hedges (net of tax)		$847

Pension and other postretirement liabilities
Amortization of prior-service costs		$4,767		(a)
Amortization of loss	(36,095		)	(a)
Total amortization	(31,328		)
	11,754			Income taxes
Total amortization (net of tax)		($19,574	)

Net unrealized investment gain (loss)
Realized gain		$3,631		Interest and investment income
	(1,779		)	Income taxes
Total realized investment gain (net of tax)		$1,852

Total reclassifications for the period (net of tax)		($16,875	)


(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive loss (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended June 30, 2014 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service costs		$559			$845		(a)
Amortization of loss	(781		)	(378		)	(a)
Total amortization	(222		)	467
	85			(180		)	Income tax expense (benefit)
Total amortization (net of tax)	(137		)	287

Total reclassifications for the period (net of tax)		($137	)		$287


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

Total reclassifications out of accumulated other comprehensive loss (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended June 30, 2013 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service costs		$205			$62		(a)
Amortization of loss	(1,945		)	(1,287		)	(a)
Total amortization	(1,740		)	(1,225		)
	778			542			Income tax expense
Total amortization (net of tax)	(962		)	(683		)

Total reclassifications for the period (net of tax)		($962	)		($683	)


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive loss (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2014 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service costs		$1,118			$1,689		(a)
Amortization of loss	(1,563		)	(756		)	(a)
Total amortization	(445		)	933
	186			(344		)	Income tax expense (benefit)
Total amortization (net of tax)	(259		)	589

Total reclassifications for the period (net of tax)		($259	)		$589


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

Total reclassifications out of accumulated other comprehensive loss (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2013 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service costs		$411			$124		(a)
Amortization of loss	(3,892		)	(2,574		)	(a)
Total amortization	(3,481		)	(2,450		)
	1,564			1,089			Income taxes
Total amortization (net of tax)	(1,917		)	(1,361		)

Total reclassifications for the period (net of tax)		($1,917	)		($1,361	)


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 6 to the financial statements herein for additional details.

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

Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in March 2019. Entergy Corporation also has the ability to issue letters of credit against 50% of the total borrowing

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

capacity of the credit facility. The commitment fee is currently 0.275% of the undrawn commitment amount. Commitment 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 six months ended June 30, 2014 was 1.92% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of June 30, 2014.



Capacity		Borrowings		Letters of Credit		Capacity Available
(In Millions)
	$3,500		$195		$8		$3,297

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

Entergy Corporation has a commercial paper program with a Board-approved program limit of up to $1.5 billion. At June 30, 2014, Entergy Corporation had $909 million of commercial paper outstanding. The weighted-average interest rate for the six months ended June 30, 2014 was 0.91%.

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each had credit facilities available as of June 30, 2014 as follows:



Company	Expiration Date	Amount of Facility	Interest Rate (a)	Amount Drawn as of June 30, 2014
Entergy Arkansas	April 2015	$20 million (b)	1.65%	$—
Entergy Arkansas	March 2019	$150 million (c)	1.65%	$—
Entergy Gulf States Louisiana	March 2019	$150 million (d)	1.40%	$—
Entergy Louisiana	March 2019	$200 million (e)	1.40%	$—
Entergy Mississippi	May 2015	$37.5 million (f)	1.65%	$—
Entergy Mississippi	May 2015	$35 million (f)	1.65%	$—
Entergy Mississippi	May 2015	$20 million (f)	1.65%	$—
Entergy Mississippi	May 2015	$10 million (f)	1.65%	$—
Entergy New Orleans	November 2014	$25 million	1.90%	$—
Entergy Texas	March 2019	$150 million (g)	1.65%	$—


(a)	The interest rate is the rate as of June 30, 2014 that would most likely apply to outstanding borrowings under the facility.


(b)	Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable at Entergy Arkansas’s option.


(c)	The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, $11 million in letters of credit were outstanding.


(d)	The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, $50 million in letters of credit were outstanding.


(e)	The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, $7.4 million in letters of credit were outstanding.


(f)	Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable at Entergy Mississippi’s option.


(g)	The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, $23.3 million in letters of credit were outstanding.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The commitment fees on the credit facilities range from 0.125% to 0.275% of the undrawn commitment amount. Each of the credit facilities requires the Registrant Subsidiary borrower to maintain a debt ratio of 65% or less of its total capitalization. Each Registrant Subsidiary is in compliance with this covenant.

In addition, Entergy Mississippi and Entergy New Orleans each entered into an uncommitted letter of credit facility in 2013 as a means to post collateral to support its obligations related to MISO. As of June 30, 2014, a $9.6 million letter of credit was outstanding under Entergy Mississippi’s letter of credit facility and a $3.3 million letter of credit was outstanding under Entergy New Orleans’s letter of credit facility. As of June 30, 2014, the letter of credit fee on outstanding letters of credit under the Entergy Mississippi and Entergy New Orleans letter of credit facilities was 1.50%.

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, 2015. 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 short term 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 June 30, 2014 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:



	Authorized		Borrowings
	(In Millions)
Entergy Arkansas		$250		$11
Entergy Gulf States Louisiana		$200		$—
Entergy Louisiana		$250		$44
Entergy Mississippi		$175		$—
Entergy New Orleans		$100		$—
Entergy Texas		$200		$—
System Energy		$200		$—

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 October 2015. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2016.

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Notes to Financial Statements

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

See Note 18 to the financial statements in the Form 10-K for a discussion of the consolidation of the nuclear fuel company variable interest entities (VIE). The nuclear fuel company variable interest entities have credit facilities and also issue commercial paper to finance the acquisition and ownership of nuclear fuel as follows as of June 30, 2014:



Company	Expiration Date	Amount of Facility	Weighted Average Interest Rate on Borrowings (a)	Amount Outstanding as of June 30, 2014
		(Dollars in Millions)
Entergy Arkansas VIE	June 2016	$85	1.58%		$39.7
Entergy Gulf States Louisiana VIE	June 2016	$100	n/a		$—
Entergy Louisiana VIE	June 2016	$90	1.48%		$26.8
System Energy VIE	June 2016	$125	1.63%		$65.4


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

Amounts outstanding on the Entergy Gulf States Louisiana nuclear fuel company variable interest entity’s credit facility, if any, are included in long-term debt on its balance sheet and commercial paper outstanding for the other nuclear fuel company variable interest entities is classified as a current liability on the respective balance sheets. The commitment fees on the credit facilities are 0.10% of the undrawn commitment amount for the Entergy Louisiana and Entergy Gulf States Louisiana VIEs and 0.125% of the undrawn commitment amount for the Entergy Arkansas and System Energy VIEs. Each credit facility requires the respective lessee of nuclear fuel (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.

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Notes to Financial Statements

The nuclear fuel company variable interest entities had notes payable that are included in debt on the respective balance sheets as of June 30, 2014 as follows:



Company	Description	Amount

Entergy Arkansas VIE	5.69% Series I due July 2014	$70 million
Entergy Arkansas VIE	3.23% Series J due July 2016	$55 million
Entergy Arkansas VIE	2.62% Series K due December 2017	$60 million
Entergy Gulf States Louisiana VIE	3.25% Series Q due July 2017	$75 million
Entergy Gulf States Louisiana VIE	3.38% Series R due August 2020	$70 million
Entergy Louisiana VIE	5.69% Series E due July 2014	$50 million
Entergy Louisiana VIE	3.30% Series F due March 2016	$20 million
Entergy Louisiana VIE	3.25% Series G due July 2017	$25 million
Entergy Louisiana VIE	3.92% Series H due February 2021	$40 million
System Energy VIE	5.33% Series G due April 2015	$60 million
System Energy VIE	4.02% Series H due February 2017	$50 million
System Energy VIE	3.78% Series I due October 2018	$85 million

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

Debt Issuances and Redemptions

(Entergy Arkansas)

In March 2014, Entergy Arkansas issued $375 million of 3.70% Series first mortgage bonds due June 2024. Entergy Arkansas used the proceeds to pay, prior to maturity, its $250 million term loan and to pay, prior to maturity, its $115 million of 5.0% Series first mortgage bonds due July 2018, and for general corporate purposes.

In July 2014 the Entergy Arkansas nuclear fuel trust variable interest entity issued $90 million of 3.65% Series L notes due July 2021. The Entergy Arkansas nuclear fuel trust variable interest entity used the proceeds to pay, at maturity, its $70 million of 5.69% Series I notes due July 2014 and to purchase additional nuclear fuel.

(Entergy Gulf States Louisiana)

In July 2014, Entergy Gulf States Louisiana issued $110 million of 3.78% Series first mortgage bonds due April 2025. Entergy Gulf States Louisiana used the proceeds to re-establish and replenish its storm damage escrow reserves and for general corporate purposes.

(Entergy Louisiana)

In February 2014 the Entergy Louisiana nuclear fuel company variable interest entity issued $40 million of 3.92% Series H Notes due February 2021. The Entergy Louisiana nuclear fuel company variable interest entity used the proceeds to purchase additional nuclear fuel.

In June 2014, Entergy Louisiana issued $170 million of 5% Series first mortgage bonds due July 2044. Entergy Louisiana used the proceeds to pay in July 2014, prior to maturity, its $70 million of 6.4% Series first mortgage bonds due October 2034 and to pay in July 2014, prior to maturity, its $100 million of 6.3% Series first mortgage bonds due September 2035.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

In July 2014, Entergy Louisiana issued $190 million of 3.78% Series first mortgage bonds due April 2025. Entergy Louisiana used the proceeds to re-establish and replenish its storm damage escrow reserves and for general corporate purposes.

In July 2014 the Entergy Louisiana nuclear fuel company variable interest entity redeemed, at maturity, its $50 million of 5.69% Series E Notes.

(Entergy Mississippi)

In March 2014, Entergy Mississippi issued $100 million of 3.75% Series first mortgage bonds due July 2024. Entergy Mississippi used the proceeds to pay, prior to maturity, its $95 million of 4.95% Series first mortgage bonds due June 2018 and for general corporate purposes.

(Entergy Texas)

In May 2014, Entergy Texas issued $135 million of 5.625% Series first mortgage bonds due June 2064. Entergy Texas used the proceeds to pay, prior to maturity, a portion of its $150 million of 7.875% Series first mortgage bonds due June 2039 and for general corporate purposes.

Fair Value

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of June 30, 2014 are as follows:



	Book Value of Long-Term Debt		Fair Value of Long-Term Debt (a) (b)
	(In Thousands)
Entergy		$12,618,771		$12,852,390
Entergy Arkansas		$2,409,534		$2,251,140
Entergy Gulf States Louisiana		$1,512,784		$1,643,803
Entergy Louisiana		$3,402,216		$3,474,973
Entergy Mississippi		$1,058,775		$1,103,868
Entergy New Orleans		$225,902		$227,329
Entergy Texas		$1,507,817		$1,677,135
System Energy		$710,750		$682,562


(a)	The values exclude lease obligations of $132 million at Entergy Louisiana and $51 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $96 million at Entergy, and include debt due within one year.


(b)	Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 8 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

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Notes to Financial Statements

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of December 31, 2013 were as follows:



	Book Value of Long-Term Debt		Fair Value of Long-Term Debt (a) (b)
	(In Thousands)
Entergy		$12,596,244		$12,439,785
Entergy Arkansas		$2,405,802		$2,142,527
Entergy Gulf States Louisiana		$1,527,465		$1,631,308
Entergy Louisiana		$3,219,516		$3,148,877
Entergy Mississippi		$1,053,670		$1,067,006
Entergy New Orleans		$225,944		$217,692
Entergy Texas		$1,556,939		$1,726,623
System Energy		$757,436		$664,890


(a)	The values exclude lease obligations of $149 million at Entergy Louisiana and $97 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $95 million at Entergy, and include debt due within one year.


(b)	Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 8 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

NOTE 5. STOCK-BASED COMPENSATION (Entergy Corporation)

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

Stock Options

Entergy granted 611,700 stock options during the first quarter 2014 with a weighted-average fair value of $8.71 per option. At June 30, 2014, there are 8,895,078 stock options outstanding with a weighted-average exercise price of $81.10. The intrinsic value, which has no effect on net income, of the outstanding stock options is calculated by the difference in the weighted average exercise price of the stock options granted and Entergy Corporation’s common stock price as of June 30, 2014. The aggregate intrinsic value of the stock options outstanding was $8.8 million as of June 30, 2014.

The following table includes financial information for stock options for the second quarters of 2014 and 2013:



	2014		2013
	(In Millions)
Compensation expense included in Entergy’s net income		$0.8		$0.9
Tax benefit recognized in Entergy’s net income		$0.3		$0.4
Compensation cost capitalized as part of fixed assets and inventory		$0.1		$0.2

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table includes financial information for stock options for the six months ended June 30, 2014 and 2013:



	2014		2013
	(In Millions)
Compensation expense included in Entergy’s net income		$2.1		$2.2
Tax benefit recognized in Entergy’s net income		$0.8		$0.9
Compensation cost capitalized as part of fixed assets and inventory		$0.3		$0.4

Other Equity Plans

In January 2014 the Board approved and Entergy granted 352,600 restricted stock awards and 226,792 long-term incentive awards under the 2011 Equity Ownership and Long-term Cash Incentive Plan. The restricted stock awards were made effective as of January 30, 2014 and were valued at $63.17 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. The long-term incentive awards are granted in the form of performance units, which are equal to the cash value of shares of Entergy Corporation at the end of the performance period, which is the last day of the year. The performance units were made effective as of January 30, 2014 and were valued at $67.16 per share. Entergy considers various factors, primarily market conditions, in determining the value of the performance units. Shares of the restricted stock awards have the same dividend and voting rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year vesting period. Shares of the performance units have the same dividend rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year vesting period.

The following table includes financial information for other equity plans for the second quarters of 2014 and 2013:



	2014		2013
	(In Millions)
Compensation expense included in Entergy’s net income		$7.7		$5.9
Tax benefit recognized in Entergy’s net income		$3.0		$2.3
Compensation cost capitalized as part of fixed assets and inventory		$1.2		$1.1

The following table includes financial information for other equity plans for the six months ended June 30, 2014 and 2013:



	2014		2013
	(In Millions)
Compensation expense included in Entergy’s net income		$15.1		$11.8
Tax benefit recognized in Entergy’s net income		$5.9		$4.6
Compensation cost capitalized as part of fixed assets and inventory		$2.3		$1.8

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

Components of Qualified Net Pension Cost

Entergy’s qualified pension cost, including amounts capitalized, for the second quarters of 2014 and 2013, included the following components:



	2014			2013
	(In Thousands)
Service cost - benefits earned during the period		$35,109			$44,051
Interest cost on projected benefit obligation	72,519			65,266
Expected return on assets	(90,366		)	(81,748		)
Amortization of prior service cost	400			567
Amortization of loss	36,274			54,951
Net pension costs		$53,936			$83,087

Entergy’s qualified pension cost, including amounts capitalized, for the six months ended June 30, 2014 and 2013, included the following components:



	2014			2013
	(In Thousands)
Service cost - benefits earned during the period		$70,218			$88,102
Interest cost on projected benefit obligation	145,038			130,532
Expected return on assets	(180,732		)	(163,496		)
Amortization of prior service cost	800			1,134
Amortization of loss	72,548			109,902
Net pension costs		$107,872			$166,174

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the second quarters of 2014 and 2013, included the following components:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$5,023			$2,881			$3,546			$1,523			$666			$1,285			$1,446
Interest cost on projected
benefit obligation	14,884			7,278			9,467			4,318			2,041			4,437			3,390
Expected return on assets	(18,305		)	(9,488		)	(11,449		)	(5,698		)	(2,505		)	(5,931		)	(4,155		)
Amortization of loss	8,989			3,981			6,131			2,354			1,449			2,339			2,375
Net pension cost		$10,591			$4,652			$7,695			$2,497			$1,651			$2,130			$3,056

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$6,371			$3,599			$4,334			$1,842			$832			$1,637			$1,836
Interest cost on projected
benefit obligation	13,550			6,657			8,644			3,930			1,849			4,055			3,016
Expected return on assets	(16,717		)	(8,734		)	(10,454		)	(5,279		)	(2,270		)	(5,566		)	(4,299		)
Amortization of prior service cost	6			2			21			2			—			2			3
Amortization of loss	12,543			5,934			8,727			3,344			2,011			3,373			2,429
Net pension cost		$15,753			$7,458			$11,272			$3,839			$2,422			$3,501			$2,985

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the six months ended June 30, 2014 and 2013, included the following components:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$10,046			$5,762			$7,092			$3,046			$1,332			$2,570			$2,892
Interest cost on projected
benefit obligation	29,768			14,556			18,934			8,636			4,082			8,874			6,780
Expected return on assets	(36,610		)	(18,976		)	(22,898		)	(11,396		)	(5,010		)	(11,862		)	(8,310		)
Amortization of loss	17,978			7,962			12,262			4,708			2,898			4,678			4,750
Net pension cost		$21,182			$9,304			$15,390			$4,994			$3,302			$4,260			$6,112



2013	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$12,742			$7,198			$8,668			$3,684			$1,664			$3,274			$3,672
Interest cost on projected
benefit obligation	27,100			13,314			17,288			7,860			3,698			8,110			6,032
Expected return on assets	(33,434		)	(17,468		)	(20,908		)	(10,558		)	(4,540		)	(11,132		)	(8,598		)
Amortization of prior service
cost	12			4			42			4			—			4			6
Amortization of loss	25,087			11,867			17,454			6,688			4,022			6,746			4,858
Net pension cost		$31,507			$14,915			$22,544			$7,678			$4,844			$7,002			$5,970

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Non-Qualified Net Pension Cost

Entergy recognized $9.1 million and $5.5 million in pension cost for its non-qualified pension plans in the second quarters of 2014 and 2013, respectively. Reflected in the pension cost for non-qualified pension plans in the second quarter 2014 is a $4.8 million settlement charge recognized in June 2014 related to the payment of lump sum benefits out of the plan. Entergy recognized $19.1 million and $10.9 million in pension cost for its non-qualified pension plans for the six months ended June 30, 2014 and 2013, respectively. Reflected in the pension costs for non-qualified pension plans for the six months ended June 30, 2014 is a $10.2 million settlement charge recognized in March and June 2014 related to the payment of lump sum benefits out of the plan.

The Registrant Subsidiaries recognized the following pension cost for their employees for their non-qualified pension plans in the second quarters of 2014 and 2013:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
Non-qualified pension cost second quarter 2014		$119		$33		$1		$48		$24		$119
Non-qualified pension cost second quarter 2013		$102		$37		$3		$46		$22		$148

The Registrant Subsidiaries recognized the following pension cost for their employees for their non-qualified pension plans for the six months ended June 30, 2014 and 2013:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
Non-qualified pension cost six months ended June 30, 2014		$280		$66		$2		$96		$47		$244
Non-qualified pension cost six months ended June 30, 2013		$205		$75		$6		$93		$45		$297

Reflected in Entergy Arkansas’s non-qualified pension costs in the second quarter 2014 is $11 thousand in settlement charges recognized in June 2014 related to the payment of lump sum benefits out of the plan. Reflected in Entergy Arkansas’s and Entergy Texas’s non-qualified pension costs for the six months ended June 30, 2014 are $62 thousand and $6 thousand, respectively, in settlement charges recognized in March and June 2014 related to the payment of lump sum benefits out of the plan.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Components of Net Other Postretirement Benefit Cost

Entergy’s other postretirement benefit cost, including amounts capitalized, for the second quarters of 2014 and 2013, included the following components:



	2014			2013
	(In Thousands)
Service cost - benefits earned during the period		$10,873			$18,917
Interest cost on accumulated postretirement benefit obligation (APBO)	17,960			19,766
Expected return on assets	(11,197		)	(9,950		)
Amortization of prior service credit	(7,898		)	(3,334		)
Amortization of loss	2,786			11,304
Net other postretirement benefit cost		$12,524			$36,703

Entergy’s other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2014 and 2013, included the following components:



	2014			2013
	(In Thousands)
Service cost - benefits earned during the period		$21,746			$37,834
Interest cost on accumulated postretirement benefit obligation (APBO)	35,920			39,532
Expected return on assets	(22,394		)	(19,900		)
Amortization of prior service credit	(15,796		)	(6,668		)
Amortization of loss	5,572			22,608
Net other postretirement benefit cost		$25,048			$73,406

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the second quarters of 2014 and 2013, included the following components:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$1,489			$1,224			$1,130			$475			$217			$595			$515
Interest cost on APBO	3,065			2,095			2,066			914			701			1,413			653
Expected return on assets	(4,784		)	—			—			(1,443		)	(1,119		)	(2,590		)	(932		)
Amortization of prior service
credit	(610		)	(559		)	(844		)	(229		)	(177		)	(325		)	(206		)
Amortization of loss	317			303			378			37			14			200			111
Net other postretirement
benefit cost		($523	)		$3,063			$2,730			($246	)		($364	)		($707	)		$141

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$2,414			$2,001			$2,172			$819			$447			$950			$907
Interest cost on APBO	3,360			2,226			2,349			1,074			785			1,515			729
Expected return on assets	(4,149		)	—			—			(1,317		)	(1,014		)	(2,321		)	(825		)
Amortization of prior service
cost/(credit)	(133		)	(206		)	(62		)	(35		)	10			(107		)	(16		)
Amortization of loss	2,042			1,173			1,286			663			397			975			479
Net other postretirement
benefit cost		$3,534			$5,194			$5,745			$1,204			$625			$1,012			$1,274

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the six months ended June 30, 2014 and 2013, included the following components:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$2,978			$2,448			$2,260			$950			$434			$1,190			$1,030
Interest cost on APBO	6,130			4,190			4,132			1,828			1,402			2,826			1,306
Expected return on assets	(9,568		)	—			—			(2,886		)	(2,238		)	(5,180		)	(1,864		)
Amortization of prior service
credit	(1,220		)	(1,118		)	(1,688		)	(458		)	(354		)	(650		)	(412		)
Amortization of loss	634			606			756			74			28			400			222
Net other postretirement
benefit cost		($1,046	)		$6,126			$5,460			($492	)		($728	)		($1,414	)		$282



2013	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Service cost - benefits earned
during the period		$4,828			$4,002			$4,344			$1,638			$894			$1,900			$1,814
Interest cost on APBO	6,720			4,452			4,698			2,148			1,570			3,030			1,458
Expected return on assets	(8,298		)	—			—			(2,634		)	(2,028		)	(4,642		)	(1,650		)
Amortization of prior service
cost/(credit)	(266		)	(412		)	(124		)	(70		)	20			(214		)	(32		)
Amortization of loss	4,083			2,347			2,573			1,325			793			1,951			958
Net other postretirement
benefit cost		$7,067			$10,389			$11,491			$2,407			$1,249			$2,025			$2,548

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Reclassification out of Accumulated Other Comprehensive Income

Entergy and the Registrant Subsidiaries reclassified the following costs out of accumulated other comprehensive income (before taxes and including amounts capitalized) for the second quarters of 2014 and 2013:



2014	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service cost		($389	)		$5,570			($106	)		$5,075
Amortization of loss	(6,734		)	(1,673		)	(563		)	(8,970		)
Settlement loss	—			—			(1,386		)	(1,386		)
		($7,123	)		$3,897			($2,055	)		($5,281	)
Entergy Gulf States Louisiana
Amortization of prior service cost		$—			$559			$—			$559
Amortization of loss	(477		)	(303		)	(1		)	(781		)
		($477	)		$256			($1	)		($222	)
Entergy Louisiana
Amortization of prior service cost		$—			$845			$—			$845
Amortization of loss	—			(378		)	—			(378		)
		$—			$467			$—			$467



2013	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service cost		($503	)		$3,007			($121	)		$2,383
Amortization of loss	(11,845		)	(5,485		)	(717		)	(18,047		)
		($12,348	)		($2,478	)		($838	)		($15,664	)
Entergy Gulf States Louisiana
Amortization of prior service cost		($1	)		$206			$—			$205
Amortization of loss	(771		)	(1,172		)	(2		)	(1,945		)
		($772	)		($966	)		($2	)		($1,740	)
Entergy Louisiana
Amortization of prior service cost		$—			$62			$—			$62
Amortization of loss	—			(1,287		)	—			(1,287		)
		$—			($1,225	)		$—			($1,225	)

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



2014	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service cost		($778	)		$11,141			($210	)		$10,153
Amortization of loss	(13,468		)	(3,346		)	(1,137		)	(17,951		)
Settlement loss	—			—			(2,548		)	(2,548		)
		($14,246	)		$7,795			($3,895	)		($10,346	)
Entergy Gulf States Louisiana
Amortization of prior service cost		$—			$1,118			$—			$1,118
Amortization of loss	(955		)	(606		)	(2		)	(1,563		)
		($955	)		$512			($2	)		($445	)
Entergy Louisiana
Amortization of prior service cost		$—			$1,689			$—			$1,689
Amortization of loss	—			(756		)	—			(756		)
		$—			$933			$—			$933



2013	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service cost		($1,005	)		$6,014			($242	)		$4,767
Amortization of loss	(23,690		)	(10,971		)	(1,434		)	(36,095		)
		($24,695	)		($4,957	)		($1,676	)		($31,328	)
Entergy Gulf States Louisiana
Amortization of prior service cost		($1	)		$412			$—			$411
Amortization of loss	(1,542		)	(2,346		)	(4		)	(3,892		)
		($1,543	)		($1,934	)		($4	)		($3,481	)
Entergy Louisiana
Amortization of prior service cost		$—			$124			$—			$124
Amortization of loss	—			(2,574		)	—			(2,574		)
		$—			($2,450	)		$—			($2,450	)

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Employer Contributions

Based on current assumptions, Entergy expects to contribute $400 million to its qualified pension plans in 2014. As of June 30, 2014, Entergy had contributed $138.1 million to its pension plans. Based on current assumptions, the Registrant Subsidiaries expect to contribute the following to qualified pension plans for their employees in 2014:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Expected 2014 pension contributions		$93,999		$31,119		$53,047		$21,540		$10,495		$18,302		$21,388
Pension contributions made through June 2014		$32,746		$10,377		$18,882		$7,504		$3,641		$5,889		$7,300
Remaining estimated pension contributions to be made in 2014		$61,253		$20,742		$34,165		$14,036		$6,854		$12,413		$14,088

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

Entergy Corporation

Entergy’s reportable segments as of June 30, 2014 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.

Entergy’s segment financial information for the second quarters of 2014 and 2013 is as follows:



	Utility		Entergy Wholesale Commodities*			All Other			Eliminations			Entergy
	(In Thousands)
2014
Operating revenues		$2,409,396		$577,891			$726			$8,637			$2,996,650
Income taxes (benefit)		$122,884		$19,597			($13,738	)		$—			$128,743
Consolidated net income (loss)		$212,134		$26,463			($17,614	)		($26,702	)		$194,281
2013
Operating revenues		$2,212,336		$533,523			$987			($8,638	)		$2,738,208
Income taxes (benefit)		$98,926		($14,567	)		($11,246	)		$—			$73,113
Consolidated net income (loss)		$200,555		$11,531			($17,636	)		($26,395	)		$168,055

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy’s segment financial information for the six months ended June 30, 2014 and 2013 is as follows:



	Utility		Entergy Wholesale Commodities*		All Other			Eliminations			Entergy
	(In Thousands)
2014
Operating revenues		$4,714,100		$1,490,013		$1,487			($107	)		$6,205,493
Income taxes (benefit)		$237,947		$138,474		($30,712	)		$—			$345,709
Consolidated net income (loss)		$417,574		$268,933		($33,076	)		($53,097	)		$600,334
2013
Operating revenues		$4,215,777		$1,147,256		$1,987			($17,938	)		$5,347,082
Income taxes (benefit)		$170,001		$42,368		($22,721	)		$—			$189,648
Consolidated net income (loss)		$328,391		$93,646		($34,208	)		($52,791	)		$335,038

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.

Registrant Subsidiaries

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

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

Market Risk

In the normal course of business, Entergy is exposed to a number of market 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 commodity or instrument. All financial and commodity-related instruments, including derivatives, are subject to market risk including commodity price risk, equity price, and interest rate risk. Entergy uses derivatives primarily to mitigate commodity price risk, particularly power price and fuel price risk.

The Utility 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 regulators, the Utility operating companies use derivative instruments to hedge the exposure to price volatility inherent in their purchased power, fuel, and gas purchased for resale costs that are recovered from customers.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy’s exposure to market risk is determined by a number of factors, including the size, term, composition, and diversification of positions held, as well as market volatility and liquidity. For instruments such as options, the time period during which the option may be exercised and the relationship between the current market price of the underlying instrument and the option’s contractual strike or exercise price also affects the level of market risk. A significant factor influencing the overall level of market risk to which Entergy is exposed is its use of hedging techniques to mitigate such risk. Hedging instruments and volumes are chosen based on ability to mitigate risk associated with future energy and capacity prices; however, other considerations are factored into hedge product and volume decisions including corporate liquidity, corporate credit ratings, counterparty credit risk, hedging costs, firm settlement risk, and product availability in the marketplace. 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

Some derivative instruments are classified as cash flow hedges due to their financial settlement provisions while others are classified as normal purchase/normal sale 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 swaps and options and interest rate swaps. Entergy may enter into financially-settled swap and option contracts to manage market risk that 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. The maximum length of time over which Entergy is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at June 30, 2014 is approximately 2.5 years. Planned generation currently under contract from Entergy Wholesale Commodities nuclear power plants is 77% for the remainder of 2014, of which approximately 60% is sold under financial derivatives and the remainder under normal purchase/normal sale contracts. Total planned generation for the remainder of 2014 is 20 TWh.

Entergy manages fuel price volatility for its Louisiana jurisdictions (Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans) and Entergy Mississippi through the purchase of short-term natural gas swaps that financially settle against NYMEX futures. These swaps are marked-to-market through fuel expense with offsetting regulatory assets or liabilities. All benefits or costs of the program are recorded in fuel costs. 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. The total volume of natural gas swaps outstanding as of June 30, 2014 is 24,853,000 MMBtu for Entergy, 10,200,000 MMBtu for Entergy Gulf States Louisiana, 10,150,000 MMBtu for Entergy Louisiana, 4,190,000 MMBtu for Entergy Mississippi, and 313,000 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.

During the second quarter 2014, Entergy participated in the annual FTR auction process for the MISO planning year of June 1, 2014 through May 31, 2015. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Entergy’s customer load. They are not designated as hedging instruments. Entergy initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period prior to settlement. Unrealized gains or losses on FTRs held by Entergy Wholesale Commodities are included in operating revenues. The Utility operating companies recognize regulatory liabilities or assets for unrealized gains or losses on FTRs. The total volume of FTRs outstanding as of June 30, 2014 is 105,297 GWh for Entergy, including 22,736 GWh for Entergy Arkansas, 22,966 GWh for Entergy Gulf States Louisiana, 25,061 GWh for Entergy Louisiana, 13,053 GWh for Entergy Mississippi, 8,078 GWh for Entergy New Orleans, and 13,264 GWh for Entergy Texas. Credit support for FTRs held by the Utility operating companies is covered by cash or letters of credit issued by each Utility operating company as required by MISO. Credit

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

support for FTRs held by Entergy Wholesale Commodities is covered by cash. As of June 30, 2014, no cash collateral was required to be posted.

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of June 30, 2014 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting arrangements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.



Instrument	Balance Sheet Location	Fair Value (a)	Offset (b)	Net (c) (d)	Business
		(In Millions)
Derivatives designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$100	($93)	$7	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$21	($5)	$16	Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$170	($113)	$57	Entergy Wholesale Commodities
Electricity swaps and options	Other non-current liabilities (non-current portion)	$45	($7)	$38	Entergy Wholesale Commodities
Derivatives not designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$81	($71)	$10	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$2	$1	$3	Entergy Wholesale Commodities
Natural gas swaps	Prepayments and other	$3	$—	$3	Utility
FTRs	Prepayments and other	$163	($19)	$144	Utility and Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities(current portion)	$75	($48)	$27	Entergy Wholesale Commodities
Electricity swaps and options	Other non-current liabilities (non-current portion)	$2	$—	$2	Entergy Wholesale Commodities

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 2013 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting arrangements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.



Instrument	Balance Sheet Location	Fair Value (a)	Offset (b)	Net (c) (d)	Business
		(In Millions)
Derivatives designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$118	($99)	$19	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$17	($17)	$—	Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$197	($131)	$66	Entergy Wholesale Commodities
Electricity swaps and options	Other non-current liabilities (non-current portion)	$46	($17)	$29	Entergy Wholesale Commodities
Derivatives not designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$177	($122)	$55	Entergy Wholesale Commodities
Natural gas swaps	Prepayments and other	$6	$—	$6	Utility
FTRs	Prepayments and other	$36	($2)	$34	Utility and Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$201	($89)	$112	Entergy Wholesale Commodities


(a)	Represents the gross amounts of recognized assets/liabilities


(b)	Represents the netting of fair value balances with the same counterparty


(c)	Represents the net amounts of assets /liabilities presented on the Entergy Consolidated Balance Sheets


(d)	Excludes cash collateral in the amounts of $13 million posted as of June 30, 2014 and $47 million posted and $4 million held as of December 31, 2013, respectively

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the three months ended June 30, 2014 and 2013 are as follows:



Instrument	Amount of gain (loss) recognized in other comprehensive income	Income Statement location	Amount of gain reclassified from AOCI into income
	(In Millions)		(In Millions)
2014
Electricity swaps and options	($11)	Competitive businesses operating revenues	$—

2013
Electricity swaps and options	$54	Competitive businesses operating revenues	$4

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the six months ended June 30, 2014 and 2013 are as follows:



Instrument	Amount of loss recognized in other comprehensive income	Income Statement location	Amount of gain (loss) reclassified from AOCI into income
	(In Millions)		(In Millions)
2014
Electricity swaps and options	($185)	Competitive businesses operating revenues	($195)

2013
Electricity swaps and options	($74)	Competitive businesses operating revenues	$2

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. Unrealized gains or losses recorded in other comprehensive income 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. Gains realized on the maturity of cash flow hedges for the three months ended June 30, 2014 were insignificant. Gains totaling approximately $4 million were realized on the maturity of cash flow hedges, before taxes of $2 million, for the three months ended June 30, 2013. Gains (losses) totaling approximately ($195) million and $2 million were realized on the maturity of cash flow hedges, before taxes (benefit) of ($68) million and $1 million, for the six months ended June 30, 2014 and 2013, respectively. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the three months ended June 30, 2014 and 2013 was $0.8 million and $0.8 million, respectively. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the six months ended June 30, 2014 and 2013 was $1.8 million and ($0.5) million, respectively. The ineffective portion of cash flow hedges is recorded in competitive businesses operating revenues.

Based on market prices as of June 30, 2014, unrealized losses recorded in AOCI on cash flow hedges relating to power sales totaled ($108) million of net unrealized losses. Approximately ($76) million is expected to be reclassified from AOCI to operating revenues in the next twelve months. The actual amount reclassified from AOCI, however, could vary due to future changes in market prices.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations when the current market prices exceed the contracted power prices. The primary form of collateral to satisfy these requirements is an Entergy Corporation guarantee. As of June 30, 2014, derivative contracts with ten counterparties were in a liability position (approximately $93 million total). In addition to the corporate guarantee, $13 million in cash collateral was required to be posted. As of June 30, 2013, derivative contracts with four counterparties were in a liability position (approximately $10 million total), but were significantly below the amount of the guarantee provided under the contract and no cash collateral was required. If the Entergy Corporation credit rating falls below investment grade, the effect of the corporate guarantee is typically ignored and Entergy would have to post collateral equal to the estimated outstanding liability under the contract at the applicable date.

Entergy may effectively liquidate a cash flow hedge instrument by entering into a contract offsetting the original hedge, and then de-designating the original hedge in this situation. Gains or losses accumulated in other comprehensive income prior to de-designation continue to be deferred in other comprehensive income 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.

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the three months ended June 30, 2014 and 2013 is as follows:



Instrument	Amount of loss recognized in AOCI	Income Statement location		Amount of gain (loss) recorded in the income statement
	(In Millions)			(In Millions)
2014
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$4
FTRs	—	Purchased power expense	(b)	$89
Electricity swaps and options de-designated as hedged items	($14)	Competitive business operating revenues		$4

2013
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$29
Electricity swaps and options de-designated as hedged items	($1)	Competitive business operating revenues		($9)

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the six months ended June 30, 2014 and 2013 is as follows:



Instrument	Amount of gain recognized in AOCI	Income Statement location		Amount of gain (loss) recorded in the income statement
	(In Millions)			(In Millions)
2014
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$21
FTRs	—	Purchased power expense	(b)	$135
Electricity swaps and options de-designated as hedged items	$7	Competitive business operating revenues		$25

2013
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$9
Electricity swaps and options de-designated as hedged items	$—	Competitive business operating revenues		($10)


(a)	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.


(b)	Due to regulatory treatment, the changes in the estimated fair value of FTRs are recorded through purchased power expense and then such amounts are simultaneously reversed and recorded as an offsetting regulatory asset or liability. The gains or losses recorded as purchased power expense when the FTRs are settled are recovered or refunded through fuel cost recovery mechanisms.

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of June 30, 2014 are as follows:



Instrument	Balance Sheet Location	Fair Value (a)	Registrant
		(In Millions)
Assets:
Natural gas swaps	Gas hedge contracts	$1.2	Entergy Gulf States Louisiana
Natural gas swaps	Gas hedge contracts	$1.5	Entergy Louisiana
Natural gas swaps	Prepayments and other	$0.6	Entergy Mississippi

FTRs	Prepayments and other	$3.0	Entergy Arkansas
FTRs	Prepayments and other	$47.2	Entergy Gulf States Louisiana
FTRs	Prepayments and other	$23.6	Entergy Louisiana
FTRs	Prepayments and other	$12.7	Entergy Mississippi
FTRs	Prepayments and other	$8.5	Entergy New Orleans
FTRs	Prepayments and other	$47.8	Entergy Texas

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of December 31, 2013 are as follows:



Instrument	Balance Sheet Location	Fair Value (a)		Registrant
		(In Millions)
Assets:
Natural gas swaps	Gas hedge contracts		$2.2	Entergy Gulf States Louisiana
Natural gas swaps	Gas hedge contracts		$2.9	Entergy Louisiana
Natural gas swaps	Prepayments and other		$0.7	Entergy Mississippi
Natural gas swaps	Prepayments and other		$0.1	Entergy New Orleans

FTRs	Prepayments and other		$6.7	Entergy Gulf States Louisiana
FTRs	Prepayments and other		$5.7	Entergy Louisiana
FTRs	Prepayments and other		$1.0	Entergy Mississippi
FTRs	Prepayments and other		$2.0	Entergy New Orleans
FTRs	Prepayments and other		$18.4	Entergy Texas


(a)	No cash collateral was required to be posted as of June 30, 2014 and December 31, 2013, respectively.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the three months ended June 30, 2014 and 2013 are as follows:



Instrument	Income Statement Location	Amount of gain (loss) recorded in the income statement	Registrant
		(In Millions)
2014
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$1.4	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.2	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.6	Entergy Mississippi

FTRs	Purchased power expense	$6.7	Entergy Arkansas
FTRs	Purchased power expense	$26.1	Entergy Gulf States Louisiana
FTRs	Purchased power expense	$12.4	Entergy Louisiana
FTRs	Purchased power expense	$4.5	Entergy Mississippi
FTRs	Purchased power expense	$3.3	Entergy New Orleans
FTRs	Purchased power expense	$33.4	Entergy Texas

2013
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$9.0	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$12.2	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$7.9	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($0.1)	Entergy New Orleans

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the six months ended June 30, 2014 and 2013 are as follows:



Instrument	Income Statement Location	Amount of gain (loss) recorded in the income statement	Registrant
		(In Millions)
2014
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$8.2	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$10.2	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.2	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.7	Entergy New Orleans

FTRs	Purchased power expense	$11.8	Entergy Arkansas
FTRs	Purchased power expense	$35.1	Entergy Gulf States Louisiana
FTRs	Purchased power expense	$20.4	Entergy Louisiana
FTRs	Purchased power expense	$12.3	Entergy Mississippi
FTRs	Purchased power expense	$6.3	Entergy New Orleans
FTRs	Purchased power expense	$46.2	Entergy Texas

2013
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.8	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$3.9	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.5	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($0.1)	Entergy New Orleans

Fair Values

The estimated fair values of Entergy’s financial instruments and derivatives are determined using historical prices, 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 those instruments held by the Entergy Wholesale Commodities business are reflected in future rates and therefore do not affect net income. 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.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 (temporary cash investments, securitization recovery trust account, and escrow accounts), debt instruments, and gas hedge contracts. Cash equivalents includes all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at the date of purchase.

•

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

- quoted prices for similar assets or liabilities in active markets;

- quoted prices for identical assets or liabilities in inactive markets;

- inputs other than quoted prices that are observable for the asset or liability; or


-	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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


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

The values for power contract assets or liabilities are based on both observable inputs including public market prices and interest rates, and unobservable inputs such as implied volatilities, unit contingent discounts, expected basis differences, and credit adjusted counterparty interest rates. They are classified as Level 3 assets and liabilities. The valuations of these assets and liabilities are performed by the Entergy Wholesale Commodities Risk Control Group and the Entergy Wholesale Commodities Accounting Policy and External Reporting group. The primary functions of the Entergy Wholesale Commodities Risk Control Group include: gathering, validating and reporting market data, providing market risk analyses and valuations in support of Entergy Wholesale Commodities’ commercial transactions, developing and administering protocols for the management of market risks, and implementing and maintaining controls around changes to market data in the energy trading and risk management system. The Risk Control group is also responsible for managing the energy trading and risk management system, forecasting revenues, forward positions and analysis. The Entergy Wholesale Commodities Accounting Policy and External Reporting group performs functions related to market and counterparty settlements, revenue reporting and analysis and financial accounting. The Entergy Wholesale Commodities Risk Control Group reports to the Vice President, Treasury while the Entergy Wholesale Commodities Accounting Policy and External Reporting group reports to the Vice President, Accounting Policy and External Reporting.

The amounts reflected as the fair value of electricity swaps 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 to or payable by Entergy if the contracts were settled

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

at that date. These derivative contracts include cash flow hedges that swap fixed for floating cash flows for sales of the output from the 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. 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. For contracts that have unit contingent terms, a further discount is applied based on the historical relationship between contract and market prices for similar contract terms.

The amounts reflected as the fair values of electricity options are valued based on a Black Scholes model, and are calculated at the end of each month for accounting purposes. Inputs to the valuation include end of day forward market prices for the period when the transactions will settle, implied volatilities based on market volatilities provided by a third party data aggregator, and US Treasury rates for a risk-free return rate. As described further below, prices and implied volatilities are reviewed and can be adjusted if it is determined that there is a better representation of fair value.

On a daily basis, Entergy Wholesale Commodities Risk Control Group calculates the mark-to-market for electricity swaps and options. Entergy Wholesale Commodities Risk Control Group also validates forward market prices by comparing them to other sources of forward market prices or to settlement prices of actual market transactions. Significant differences are analyzed and potentially adjusted based on these other sources of forward market prices or settlement prices of actual market transactions. Implied volatilities used to value options are also validated using actual counterparty quotes for Entergy Wholesale Commodities transactions when available, and uses multiple sources of market implied volatilities. Moreover, on at least a monthly basis, the Office of Corporate Risk Oversight confirms the mark-to-market calculations and prepares price scenarios and credit downgrade scenario analysis. The scenario analysis is communicated to senior management within Entergy and within Entergy Wholesale Commodities. Finally, for all proposed derivative transactions, an analysis is completed to assess the risk of adding the proposed derivative to Entergy Wholesale Commodities’s portfolio. In particular, the credit, liquidity, and financial metrics impacts are calculated for this analysis. This analysis is communicated to senior management within Entergy and Entergy Wholesale Commodities.

The values of FTRs are based on unobservable inputs, including estimates of future congestion costs in MISO between applicable generation and load pricing nodes based on prices published by MISO. They are classified as Level 3 assets and liabilities. The valuations of these assets and liabilities are performed by the Entergy Wholesale Commodities Risk Control Group for the unregulated business and by the System Planning and Operations Risk Control Group for the Utility operating companies. Entergy’s Accounting Policy group reviews these valuations for reasonableness, with the assistance of others within the organization with knowledge of the various inputs and assumptions used in the valuation. The System Planning and Operations Risk Control Group reports to the Vice President, Treasury. The Accounting Policy group reports to the Vice President, Accounting Policy and External Reporting.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 June 30, 2014 and December 31, 2013. 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.



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$501		$—			$—		$501
Decommissioning trust funds (a):
Equity securities	426		2,767		(b)	—		3,193
Debt securities	837		1,135			—		1,972
Power contracts	—		—			36		36
Securitization recovery trust account	39		—			—		39
Escrow accounts	90		—			—		90
Gas hedge contracts	3		—			—		3
FTRs	—		—			144		144
		$1,896		$3,902			$180		$5,978
Liabilities:
Power contracts		$—		$—			$124		$124



2013	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$609		$—			$—		$609
Decommissioning trust funds (a):
Equity securities	472		2,601		(b)	—		3,073
Debt securities	783		1,047			—		1,830
Power contracts	—		—			74		74
Securitization recovery trust account	46		—			—		46
Escrow accounts	115		—			—		115
Gas hedge contracts	6		—			—		6
FTRs	—		—			34		34
		$2,031		$3,648			$108		$5,787
Liabilities:
Power contracts		$—		$—			$207		$207


(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 9 to the financial statements herein for additional information on the investment portfolios.


(b)	Commingled equity funds may be redeemed bi-monthly.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table sets forth a reconciliation of changes in the net assets (liabilities) for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the three months ended June 30, 2014 and 2013:



	2014			2013
	(In Millions)
Balance as of April 1,		($61	)		$52
Realized losses included in earnings	(28		)	(8		)
Unrealized gains (losses) included in earnings	35			(2		)
Unrealized gains included in OCI	2			45
Unrealized gains included as a regulatory liability/asset	85			—
Issuances of FTRs	121			—
Purchases	3			—
Settlements	(101		)	(4		)
Balance as of June 30,		$56			$83



	2014			2013
	(In Millions)
Balance as of January 1,		($98	)		$178
Realized losses included in earnings	(59		)	(22		)
Unrealized gains included in earnings	88			3
Unrealized losses included in OCI	(220		)	(74		)
Unrealized gains included as a regulatory liability/asset	122			—
Issuances of FTRs	121			—
Purchases	8			—
Settlements	94			(2		)
Balance as of June 30,		$56			$83

The following table sets forth a description of the types of transactions classified as Level 3 in the fair value hierarchy and significant unobservable inputs to each which cause that classification, as of June 30, 2014:



Transaction Type	Fair Value as of June 30, 2014	Significant Unobservable Inputs	Range from Average %		Effect on Fair Value
	(In Millions)				(In Millions)
Electricity swaps	($71)	Unit contingent discount	+/-	3%	($2)
Electricity options	($17)	Implied volatility	+/-	101%	$28

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table sets forth an analysis of each of the types of unobservable inputs impacting the fair value of items classified as Level 3 within the fair value hierarchy, and the sensitivity to changes to those inputs:



Significant Unobservable Input	Transaction Type	Position	Change to Input	Effect on Fair Value

Unit contingent discount	Electricity swaps	Sell	Increase (Decrease)	Decrease (Increase)
Implied volatility	Electricity options	Sell	Increase (Decrease)	Increase (Decrease)
Implied volatility	Electricity options	Buy	Increase (Decrease)	Increase (Decrease)

The following table sets forth, by level within the fair value hierarchy, the Registrant Subsidiaries’ assets that are accounted for at fair value on a recurring basis as of June 30, 2014 and December 31, 2013. The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

Entergy Arkansas



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Decommissioning trust funds (a):
Equity securities		$2.7		$478.3	(b)		$—		$481.0
Debt securities	51.8		213.4			—		265.2
Securitization recovery trust account	4.3		—			—		4.3
Escrow accounts	12.2		—			—		12.2
FTRs	—		—			3.0		3.0
		$71.0		$691.7			$3.0		$765.7



2013	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$122.8		$—			$—		$122.8
Decommissioning trust funds (a):
Equity securities	13.6		449.7		(b)	—		463.3
Debt securities	58.6		189.0			—		247.6
Securitization recovery trust account	3.8		—			—		3.8
Escrow accounts	26.0		—			—		26.0
		$224.8		$638.7			$—		$863.5

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Gulf States Louisiana



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$30.1		$—			$—		$30.1
Decommissioning trust funds (a):
Equity securities	13.1		365.6		(b)	—		378.7
Debt securities	76.0		152.9			—		228.9
Escrow accounts	21.5		—			—		21.5
Gas hedge contracts	1.2		—			—		1.2
FTRs	—		—			47.2		47.2
		$141.9		$518.5			$47.2		$707.6



2013	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$13.8		$—			$—		$13.8
Decommissioning trust funds (a):
Equity securities	27.6		343.2		(b)	—		370.8
Debt securities	71.7		131.2			—		202.9
Escrow accounts	21.5		—			—		21.5
Gas hedge contracts	2.2		—			—		2.2
FTRs	—		—			6.7		6.7
		$136.8		$474.4			$6.7		$617.9

Entergy Louisiana



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$2.6		$—			$—		$2.6
Decommissioning trust funds (a):
Equity securities	6.5		223.5		(b)	—		230.0
Debt securities	65.3		71.3			—		136.6
Securitization recovery trust account	3.4		—			—		3.4
Gas hedge contracts	1.5		—			—		1.5
FTRs	—		—			23.6		23.6
		$79.3		$294.8			$23.6		$397.7

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$123.6		$—			$—		$123.6
Decommissioning trust funds (a):
Equity securities	13.5		210.7		(b)	—		224.2
Debt securities	61.7		61.4			—		123.1
Securitization recovery trust account	4.5		—			—		4.5
Gas hedge contacts	2.9		—			—		2.9
FTRs	—		—			5.7		5.7
		$206.2		$272.1			$5.7		$484.0

Entergy Mississippi



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$15.7		$—		$—		$15.7
Escrow accounts	41.8		—		—		41.8
Gas hedge contracts	0.6		—		—		0.6
FTRs	—		—		12.7		12.7
		$58.1		$—		$12.7		$70.8



2013	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Escrow accounts		$51.8		$—		$—		$51.8
Gas hedge contracts	0.7		—		—		0.7
FTRs	—		—		1.0		1.0
		$52.5		$—		$1.0		$53.5

Entergy New Orleans



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$15.6		$—		$—		$15.6
Escrow accounts	14.1		—		—		14.1
FTRs	—		—		8.5		8.5
		$29.7		$—		$8.5		$38.2

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$33.2		$—		$—		$33.2
Escrow accounts	10.5		—		—		10.5
Gas hedge contracts	0.1		—		—		0.1
FTRs	—		—		2.0		2.0
		$43.8		$—		$2.0		$45.8

Entergy Texas



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$10.8		$—		$—		$10.8
Securitization recovery trust account	31.2		—		—		31.2
FTRs	—		—		47.8		47.8
		$42.0		$—		$47.8		$89.8



2013	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$44.1		$—		$—		$44.1
Securitization recovery trust account	37.5		—		—		37.5
FTRs	—		—		18.4		18.4
		$81.6		$—		$18.4		$100.0

System Energy



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$84.2		$—			$—		$84.2
Decommissioning trust funds (a):
Equity securities	1.5		402.1		(b)	—		403.6
Debt securities	181.1		60.5			—		241.6
		$266.8		$462.6			$—		$729.4



2013	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$64.6		$—			$—		$64.6
Decommissioning trust funds (a):
Equity securities	2.2		377.8		(b)	—		380.0
Debt securities	152.9		71.0			—		223.9
		$219.7		$448.8			$—		$668.5


(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

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

and corporate securities. See Note 9 to the financial statements herein for additional information on the investment portfolios.


(b)	Commingled equity funds may be redeemed bi-monthly.



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)

Balance as of April 1,		$2.7			$5.4			$3.0			$4.8			$1.0			$7.4
Issuances of FTRs	4.2			37.3			21.5			15.2			8.3			33.2
Unrealized gains (losses) included as a regulatory liability/asset	2.8			30.6			11.5			(2.8		)	2.5			40.6
Settlements	(6.7		)	(26.1		)	(12.4		)	(4.5		)	(3.3		)	(33.4		)
Balance as of June 30,		$3.0			$47.2			$23.6			$12.7			$8.5			$47.8



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)

Balance as of January 1,		$—			$6.7			$5.7			$1.0			$2.0			$18.4
Issuances of FTRs	4.2			37.3			21.5			15.2			8.3			33.2
Unrealized gains included as a regulatory liability/asset	10.6			38.3			16.8			8.8			4.5			42.4
Settlements	(11.8		)	(35.1		)	(20.4		)	(12.3		)	(6.3		)	(46.2		)
Balance as of June 30,		$3.0			$47.2			$23.6			$12.7			$8.5			$47.8

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

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

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Gulf States Louisiana has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. Decommissioning trust funds for Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment. Accordingly, unrealized gains recorded on the assets in these trust funds are recognized in the accumulated other comprehensive income component of 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 June 30, 2014 and December 31, 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$3,193		$1,409		$1
Debt Securities	1,972		67		8
Total		$5,165		$1,476		$9



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2013
Equity Securities		$3,073		$1,260		$—
Debt Securities	1,830		47		29
Total		$4,903		$1,307		$29

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 $365 million and $329 million as of June 30, 2014 and December 31, 2013, respectively. The amortized cost of debt securities was $1,921 million as of June 30, 2014 and $1,843 million as of December 31, 2013. As of June 30, 2014, the debt securities have an average coupon rate of approximately 3.33%, an average duration of approximately 5.41 years, and an average maturity of approximately 7.93 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 equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index or the Russell 3000 Index.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of June 30, 2014:



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$7		$1		$171		$1
More than 12 months	—		—		242		7
Total		$7		$1		$413		$8



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$892		$24
More than 12 months	—		—		60		5
Total		$—		$—		$952		$29

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

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$91		$83
1 year - 5 years	812		752
5 years - 10 years	612		620
10 years - 15 years	169		169
15 years - 20 years	60		52
20 years+	228		154
Total		$1,972		$1,830

During the three months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $445 million and $382 million, respectively. During the three months ended June 30, 2014 and 2013, gross gains of $6 million and $16 million, respectively, and gross losses of $1 million and $1 million, respectively, were reclassified out of other comprehensive income or other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $982 million and $780 million, respectively. During the six months ended June 30, 2014 and 2013, gross gains of $12 million and $22 million, respectively, and gross losses of $3 million and $3 million, respectively, were reclassified out of other comprehensive income or other regulatory liabilities/assets into earnings.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas

Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$481.0		$238.4		$—
Debt Securities	265.2		6.5		1.5
Total		$746.2		$244.9		$1.5

2013
Equity Securities		$463.3		$214.0		$—
Debt Securities	247.6		5.3		5.2
Total		$710.9		$219.3		$5.2

The amortized cost of debt securities was $260.2 million as of June 30, 2014 and $248.9 million as of December 31, 2013. As of June 30, 2014, the debt securities have an average coupon rate of approximately 2.68%, an average duration of approximately 4.83 years, and an average maturity of approximately 5.52 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 equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$30.9		$0.1
More than 12 months	—		—		54.2		1.4
Total		$—		$—		$85.1		$1.5



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$153.2		$4.8
More than 12 months	—		—		6.9		0.4
Total		$—		$—		$160.1		$5.2

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$5.6		$8.1
1 year - 5 years	131.1		110.9
5 years - 10 years	116.4		118.0
10 years - 15 years	3.3		3.9
15 years - 20 years	1.0		0.9
20 years+	7.8		5.8
Total		$265.2		$247.6

During the three months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $25 million and $87 million, respectively. During the three months ended June 30, 2014 and 2013, gross gains of $0.3 million and $7.3 million, respectively, and gross losses of $0.1 million and $0.01 million, respectively were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $70.3 million and $143.1 million, respectively. During the six months ended June 30, 2014 and 2013, gross gains of $0.4 million and $8.7 million, respectively, and gross losses of $0.3 million and $0.1 million, respectively were reclassified out of other regulatory liabilities/assets into earnings.

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$378.7		$161.1		$—
Debt Securities	228.9		10.7		0.9
Total		$607.6		$171.8		$0.9

2013
Equity Securities		$370.8		$141.8		$—
Debt Securities	202.9		7.4		3.5
Total		$573.7		$149.2		$3.5

The amortized cost of debt securities was $222.8 million as of June 30, 2014 and $199.1 million as of December 31, 2013. As of June 30, 2014, the debt securities have an average coupon rate of approximately 4.46%, an average duration of approximately 5.81 years, and an average maturity of approximately 9.46 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 equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$8.2		$—
More than 12 months	—		—		30.7		0.9
Total		$—		$—		$38.9		$0.9



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$91.9		$3.1
More than 12 months	—		—		4.6		0.4
Total		$—		$—		$96.5		$3.5

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$5.9		$7.9
1 year - 5 years	53.2		51.2
5 years - 10 years	83.6		75.5
10 years - 15 years	55.8		55.8
15 years - 20 years	6.0		4.6
20 years+	24.4		7.9
Total		$228.9		$202.9

During the three months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $45.1 million and $23.4 million, respectively. During the three months ended June 30, 2014 and 2013, gross gains of $0.5 million and $5.2 million, respectively, and gross losses of $0.1 million and $0.01 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $75.4 million and $46.7 million, respectively. During the six months ended June 30, 2014 and 2013, gross gains of $0.7 million and $6.3 million, respectively, and gross losses of $0.2 million and $0.01 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$230.0		$107.5		$—
Debt Securities	136.6		6.0		0.7
Total		$366.6		$113.5		$0.7

2013
Equity Securities		$224.2		$96.1		$—
Debt Securities	123.1		4.7		1.9
Total		$347.3		$100.8		$1.9

The amortized cost of debt securities was $131.5 million as of June 30, 2014 and $120.6 million as of December 31, 2013. As of June 30, 2014, the debt securities have an average coupon rate of approximately 3.09%, an average duration of approximately 5.06 years, and an average maturity of approximately 7.98 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 equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$7.2		$—
More than 12 months	—		—		21.2		0.7
Total		$—		$—		$28.4		$0.7



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$38.3		$1.7
More than 12 months	—		—		1.7		0.2
Total		$—		$—		$40.0		$1.9

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$7.8		$14.8
1 year - 5 years	54.4		41.9
5 years - 10 years	42.5		37.0
10 years - 15 years	6.7		6.6
15 years - 20 years	7.8		6.2
20 years+	17.4		16.6
Total		$136.6		$123.1

During the three months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $11.6 million and $5.9 million, respectively. During the three months ended June 30, 2014 and 2013, gross gains of $0.05 million and $0.01 million, respectively, and gross losses of $0.2 thousand and $0.01 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $29.7 million and $9.5 million, respectively. During the six months ended June 30, 2014 and 2013, gross gains of $0.2 million and $0.05 million, respectively, and gross losses of $4.1 thousand and $0.02 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

System Energy

System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$403.6		$171.4		$—
Debt Securities	241.6		5.0		0.3
Total		$645.2		$176.4		$0.3

2013
Equity Securities		$380.0		$150.8		$—
Debt Securities	223.9		3.5		1.8
Total		$603.9		$154.3		$1.8

The amortized cost of debt securities was $236.8 million as of June 30, 2014 and $223.4 million as of December 31, 2013. As of June 30, 2014, the debt securities have an average coupon rate of approximately 2.16%, an average duration of approximately 4.33 years, and an average maturity of approximately 5.93 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 equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$28.1		$—
More than 12 months	—		—		14.7		0.3
Total		$—		$—		$42.8		$0.3



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$121.7		$1.7
More than 12 months	—		—		0.9		0.1
Total		$—		$—		$122.6		$1.8

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$17.7		$5.5
1 year - 5 years	152.3		144.9
5 years - 10 years	44.7		44.3
10 years - 15 years	1.3		9.3
15 years - 20 years	3.5		1.6
20 years+	22.1		18.3
Total		$241.6		$223.9

During the three months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $101.3 million and $65.6 million, respectively. During the three months ended June 30, 2014 and 2013, gross gains of $0.4 million and $0.8 million, respectively, and gross losses of $0.1 million and $0.3 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $231.6 million and $91.2 million, respectively. During the six months ended June 30, 2014 and 2013, gross gains of $1.4 million and $0.8 million, respectively, and gross losses of $0.3 million and $0.4 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

Other-than-temporary impairments and unrealized gains and losses

Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy evaluate unrealized losses at the end of each period to determine whether an other-than-temporary impairment has occurred. The assessment of whether an investment in a debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs. Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss). Entergy did not have any material other-than-temporary impairments relating to credit losses on debt securities for the three and six months ended June 30, 2014 and 2013. The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time. Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. Entergy did not record material charges to other income in the three and six months ended June 30, 2014 and 2013, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.

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

See “Income Tax Litigation”, “Income Tax Audits”, and “Other Tax Matters” in Note 3 to the financial statements in the Form 10-K for a discussion of income tax proceedings, income tax audits, and other income tax matters involving Entergy. Following is an update to that disclosure.

On March 31, 2014, New York enacted budget legislation that substantially modifies various aspects of New York tax law. The most significant effect of the legislation on Entergy is the adoption of full water’s-edge unitary combined reporting, meaning that all of Entergy’s domestic entities will be included in New York’s combined filing group. The effect of the tax law change resulted in a deferred state income tax reduction of approximately $21.5 million.

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

Construction Expenditures in Accounts Payable

Construction expenditures included in accounts payable at June 30, 2014 are $146.6 million for Entergy, $54.0 million for Entergy Arkansas, $24.2 million for Entergy Gulf States Louisiana, $19.4 million for Entergy Louisiana, $0.7 million for Entergy Mississippi, $0.3 million for Entergy New Orleans, $7.4 million for Entergy Texas, and $10.4 million for System Energy. Construction expenditures included in accounts payable at December 31, 2013 are $166 million for Entergy, $61.9 million for Entergy Arkansas, $13.1 million for Entergy Gulf States Louisiana, $31.1 million for Entergy Louisiana, $2.8 million for Entergy Mississippi, $1.7 million for Entergy New Orleans, $10.9 million for Entergy Texas, and $6.7 million for System Energy.

Impairment of Long-Lived Assets

See “Impairment of Long-Lived Assets” in Note 1 to the financial statements in the Form 10-K for a discussion of the periodic reviews that Entergy performs whenever events or changes in circumstances indicate that the

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

recoverability of long-lived assets is uncertain. Following are updates to that discussion regarding the Vermont Yankee nuclear power plant.

As discussed in the Form 10-K, in December 2013, Entergy and Vermont entered into a settlement agreement, with an accompanying memorandum of understanding that was filed with the Vermont Public Service Board (VPSB), under which Vermont agreed to support Entergy’s request to operate Vermont Yankee until the end of 2014. The settlement agreement provided for Entergy to make $10 million in economic transition payments, $5 million in clean energy development support, and a transitional $5 million payment to Vermont. Entergy will also set aside a new $25 million fund to ensure the Vermont Yankee site is restored after decommissioning. These terms were contingent upon the VPSB issuing by March 31, 2014 a Certificate of Public Good authorizing Vermont Yankee’s operation through 2014, and otherwise conforming to the terms of the settlement agreement. The settlement agreement also provides for the dismissal or discontinuation of other litigation between Entergy and Vermont; in the case of Entergy’s appeal of the VPSB’s March and November 2012 orders, such dismissal is contingent upon the VPSB’s issuance of such a Certificate of Public Good. On March 28, 2014, the VPSB approved the memorandum of understanding and issued a Certificate of Public Good authorizing Vermont Yankee to operate until December 31, 2014. In May 2014 the VPSB denied a motion that had been filed by one of the intervenors to amend its approval order.

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

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

Entergy Louisiana and System Energy are each considered to hold a variable interest in the lessors from which they lease, respectively, undivided interests representing approximately 9.3% of the Waterford 3 and 11.5% of the Grand Gulf nuclear plants. Entergy Louisiana and System Energy are the lessees under these arrangements, which are described in more detail in Note 10 to the financial statements in the Form 10-K. Entergy Louisiana made payments on its lease, including interest, of $22.7 million and $18.5 million in the six months ended June 30, 2014 and 2013, respectively. System Energy made payments on its lease, including interest, of $51.6 million and $46.8 million in the six months ended June 30, 2014 and 2013, respectively.

NOTE 13. ASSET RETIREMENT OBLIGATIONS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 9 to the financial statements in the Form 10-K for a discussion of asset retirement obligations. Following are updates to that discussion.

__________________________________

In the opinion of the management of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

the results for the interim periods presented. Entergy’s business is subject to seasonal fluctuations, however, with peak periods occurring typically during the first and third quarters. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

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Part I, Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2014, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually “Registrant” and collectively the “Registrants”) management, including their respective Principal Executive Officers (PEO) and Principal Financial Officers (PFO). The evaluations assessed the effectiveness of the Registrants’ disclosure controls and procedures. Based on the evaluations, each PEO and PFO has concluded that, as to the Registrant or Registrants for which they serve as PEO or PFO, the Registrant’s or Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrant’s or Registrants’ disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant’s or Registrants’ management, including their respective PEOs and PFOs, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

Under the supervision and with the participation of each Registrants’ management, including its respective PEO and PFO, each Registrant evaluated changes in internal control over financial reporting that occurred during the quarter ended June 30, 2014 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income decreased by $11.5 million primarily due to higher other operation and maintenance expenses, lower other income, and higher depreciation and amortization expenses, partially offset by higher net revenue.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased by $2.2 million primarily due to higher net revenue, substantially offset by lower other income, higher other operation and maintenance expenses, and higher depreciation and amortization expenses.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$325.5
Reserve equalization	9.3
Asset retirement obligation	8.4
Retail electric price	6.1
Volume/weather	(4.8		)
Net wholesale revenue	(5.3		)
MISO deferral	(11.1		)
Other	1.4
2014 net revenue		$329.5

The reserve equalization variance is primarily due to the absence of reserve equalization expenses as compared to the same period in 2013 resulting from Entergy Arkansas’s exit from the System Agreement.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the second quarter 2014 compared to the second quarter 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2013. This increase was partially offset by the effect of the APSC’s order in the 2013 rate case, including a MISO rider to provide customers credits in rates for transmission revenue received through MISO offset by an annual base rate increase effective January 2014. Energy efficiency revenues are largely offset by costs

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

included in other operation and maintenance expenses and have minimal effect on net income. See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case.

The volume/weather variance is primarily due to a decrease of 80 GWh, or 2%, in billed electricity usage, including the effects of less favorable weather, as compared to prior year, on residential and commercial sales.

The net wholesale variance is primarily due to lower margins on co-owner contracts.

The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred since March 2010 related to the transition and implementation of joining the MISO RTO.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $10.8 million in fuel cost recovery revenues as a result of higher fuel rates and the increase in retail electric price, as discussed above. The increase was substantially offset by:


•	a decrease of $27 million in rider revenues due to the absence of System Agreement production cost equalization revenue as compared to the same period in 2013. These revenues are offset in deferred fuel expenses. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the FERC orders in the System Agreement production cost equalization proceedings; and


•	the decrease in volume/weather, as discussed above.

Fuel and purchased power expenses decreased primarily due to:


•	a decrease in the recovery from customers of deferred fuel costs due to higher fuel and purchased power costs and System Agreement production cost equalization payments in 2013; and


•	a higher volume of lower-priced nuclear generation in 2014 as a result of the ANO extended outage in 2013.

The decrease was substantially offset by increases in the average market prices of natural gas and purchased power.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013



	Amount
	(In Millions)
2013 net revenue		$614.3
Reserve equalization	14.2
Retail electric price	12.9
Asset retirement obligation	11.0
Volume/weather	3.6
MISO deferral	(11.1		)
Net wholesale revenue	(13.1		)
Other	2.1
2014 net revenue		$633.9

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2013. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income. This increase was partially offset by the effect of the APSC’s order in the 2013 rate case, including a MISO rider to provide customers credits in rates for transmission revenue received through MISO offset by an annual base rate increase effective January 2014. See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

The volume/weather variance is primarily due to an increase of 372 GWh, or 4%, in billed electricity usage primarily in the residential and commercial sectors including the effect of more favorable weather as compared to the same period in prior year.

The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred since March 2010 related to the transition and implementation of joining the MISO RTO.

The net wholesale variance is primarily due to lower margins on co-owner contracts.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues decreased primarily due to:


•	a decrease of $56.7 million in rider revenues due to the absence of System Agreement production cost equalization revenue as compared to the same period in 2013. These revenues are offset in deferred fuel expenses. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the FERC orders in the System Agreement production cost equalization proceedings; and


•	a decrease of $7.9 million in fuel cost recovery revenues as a result of lower fuel rates.

The decrease was partially offset by the increases in retail electric price and volume/weather, as discussed above.

Fuel and purchased power expenses decreased primarily due to:


•	a decrease in the recovery from customers of deferred fuel costs due to lower fuel rates and System Agreement production cost equalization payments in 2013; and


•	a higher volume of lower-priced nuclear generation in 2014 as a result of the ANO extended outage in 2013.

The decrease was partially offset by increases in the average market prices of natural gas and purchased power.

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses increased primarily due to:


•	an increase of $6.7 million in nuclear generation expenses primarily due to a higher level of capitalization of nuclear labor costs in 2013 as a result of the generator stator incident at ANO;


•	an increase of $6.6 million in energy efficiency costs. These costs are recovered through the energy efficiency rider and have a minimal effect on net income;

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis


•	an increase of $3.3 million due to increases in storm damage accruals effective January 2014, as approved by the APSC;


•	the effects in 2013 of recording the final court decision in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.2 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense;


•	an increase of $2.1 million in transmission expenses primarily due to vegetation maintenance and higher transmission service expenses;


•	an increase of $1.7 million due to administration fees in 2014 related to participation in the MISO RTO;


•	an increase of $1.6 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statements in the Form 10-K for further discussion of the deferral of these costs;


•	an increase of $1.6 million in fossil-fueled generation expenses primarily due to higher plant outage costs in 2014; and


•	an increase of $1.2 million due to the amortization in 2014 of costs deferred in 2013 related to the transition and implementation of joining the MISO RTO, as discussed above.

The increase was partially offset by:


•	a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See“ANO Damage and Outage” below for further discussion of the incident;


•	a decrease of $4.7 million in compensation and benefits costs primarily due to an increase in the discount rates

used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $3.1 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and


•	several individually insignificant items.

Depreciation and amortization expenses increased primarily due to additions to plant in service and higher depreciation rates in 2014.

Other income decreased due to lower earnings in 2014 on decommissioning trust fund investments. There is no effect on net income as the trust fund earnings are offset by a corresponding amount of regulatory credits.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses increased primarily due to:


•	an increase of $12.8 million in energy efficiency costs. These costs are recovered through the energy efficiency rider and have a minimal effect on net income;


•	an increase of $7.2 million in nuclear generation expenses primarily due to a higher level of capitalization of nuclear labor costs in 2013 as a result of the generator stator incident at ANO;


•	an increase of $7.1 million due to an increase in storm damage accruals effective January 2014, as approved by the APSC;


•	an increase of $3.6 million due to administration fees in 2014 related to participation in the MISO RTO;


•	the effects in 2013 of recording the final court decision in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.2 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense;

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis


•	an increase of $3.2 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statements in the Form 10-K for further discussion of the deferral of these costs; and


•	an increase of $2.6 million due to higher transmission service expense in 2014.

The increase was partially offset by:


•	a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See“ANO Damage and Outage” below for further discussion of the incident;

•

a decrease of $10.2 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $4.7 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and


•	a decrease of $4.3 million related to a true-up to the 2013 energy efficiency filing for fixed costs to be collected from customers in 2014.

Depreciation and amortization expenses increased primarily due to additions to plant in service and higher depreciation rates in 2014.

Income Taxes

The effective income tax rate was 43.5% for the second quarter 2014 and 43.1% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and the six months ended June 30, 2014 versus the federal statutory rate of 35% were primarily due to state income taxes, certain book and tax differences related to utility plant items, and the provision for uncertain tax positions, partially offset by book and tax differences related to the allowance for equity funds used during construction.

The effective income tax rate was 43.4% for the second quarter 2013 and 44.7% for the six months ended June 30, 2013. The differences in the effective income tax rates for the second quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% were primarily due to state income taxes, certain book and tax differences related to utility plant items, and the provision for uncertain tax positions, partially offset by book and tax differences related to the allowance for equity funds used during construction.

ANO Damage and Outage

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$127,022			$34,533
Cash flow provided by (used in):
Operating activities	105,057			15,047
Investing activities	(247,982		)	(312,498		)
Financing activities	47,874			305,920
Net increase (decrease) in cash and cash equivalents	(95,051		)	8,469
Cash and cash equivalents at end of period		$31,971			$43,002

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Operating Activities

Net cash flow provided by operating activities increased $90 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	a decrease in income tax payments of $209.8 million. Entergy Arkansas made income tax payments of $211.4 million in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments in 2013 resulted primarily from the reversal of temporary differences for which Entergy Arkansas had previously claimed a tax deduction;


•	approximately $25 million in spending in 2013 related to the generator stator incident at ANO, as discussed above; and


•	$8.8 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

The increase was partially offset by:


•	a $68 million System Agreement bandwidth remedy payment made in May 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period;


•	an increase of $24.7 million in pension contributions in 2014; and


•	a decrease in the recovery of fuel and purchased power costs.

See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement bandwidth remedy payment. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities decreased $64.5 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	money pool activity;


•	approximately $41 million in spending in 2013 related to the generator stator incident at ANO, as discussed above; and


•	$24.2 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

The decrease was partially offset by:


•	fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle; and


•	an increase of $6.9 million in storm restoration spending in 2014.

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 $17.5 million for the six months ended June 30, 2014 compared to increasing by $75.8 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Financing Activities

Net cash flow provided by financing activities decreased by $258 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	the issuance of $250 million of 3.05% Series first mortgage bonds in May 2013; and


•	the issuance of $125 million of 4.75% Series first mortgage bonds in June 2013.

The decrease was partially offset by:


•	the retirement, at maturity, of $30 million of 9% Series H notes by the Entergy Arkansas nuclear fuel company variable interest entity in June 2013;


•	the net borrowings of $39.7 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2014 compared to net repayments of $6.8 million in 2013;


•	common stock dividends of $15 million paid in 2013; and


•	money pool activity.

Increases in Entergy Arkansas’s payable to the money pool are a source of cash flow, and Entergy Arkansas’s payable to the money pool increased by $11 million for the six months ended June 30, 2014.

In March 2014, Entergy Arkansas issued $375 million of 3.70% Series first mortgage bonds, the proceeds of which were used to pay, prior to maturities, a $250 million term loan in March 2014 and $115 million of 5.0% Series first mortgage bonds in April 2014.

See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for more details on long-term debt.

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	56.4	%	56.7	%
Effect of excluding the securitization bonds	(0.8	%)	(0.9	%)
Debt to capital, excluding securitization bonds (a)	55.6	%	55.8	%
Effect of subtracting cash	(0.3	%)	(1.4	%)
Net debt to net capital, excluding securitization bonds (a)	55.3	%	54.4	%


(a)	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 short-term borrowings 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 debt to capital ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Arkansas’s financial condition because the securitization bonds are non-recourse to Entergy Arkansas, as more fully described in Note 5 to the financial statements in the Form 10-K. Entergy Arkansas also uses the net debt to net capital ratio excluding securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Arkansas’s financial condition because net debt indicates Entergy Arkansas’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Uses and Sources of Capital

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

Following are the current amounts of Entergy Arkansas’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$135		$145		$180
Transmission	130		195		135
Distribution	235		160		160
Other	25		15		15
Total		$525		$515		$490

The updated capital plan for 2014-2016 reflects a shift in environmental compliance spending due to a likely later compliance date, partially offset by additional spending for 2014 storms, potential new generation resource requirements, transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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

Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in March 2019. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2015. As of June 30, 2014, there were no cash borrowings and $11 million of letters of credit outstanding under the credit facilities. See Note 4 to the financial statements herein for additional discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $85 million scheduled to expire in June 2016. As of June 30, 2014, $39.7 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the Entergy Arkansas nuclear fuel company variable interest entity. See Note 4 to the financial statements herein for additional discussion of the nuclear fuel company variable interest entity credit facility.

In March 2014, Entergy Arkansas issued $375 million of 3.70% Series first mortgage bonds due June 2024. Entergy Arkansas used the proceeds to pay, prior to maturity, its $250 million term loan and, prior to maturity, its $115 million 5.0% Series first mortgage bonds due July 2018, and for general corporate purposes.

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Entergy Arkansas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

State and Local Rate Regulation and Fuel-Cost Recovery

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

Production Cost Allocation Rider

Federal Regulation

See “Entergy’s Integration Into the MISO Regional Transmission Organization” and “System Agreement” in the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the Federal Regulation discussion in the Form 10-K.

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$511,522			$508,653			$1,026,503			$1,051,045

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	16,922			60,077			109,075			207,850
Purchased power	173,623			131,593			292,471			237,907
Nuclear refueling outage expenses	9,499			8,088			18,176			19,628
Other operation and maintenance	158,711			148,888			297,256			290,508
Decommissioning	11,729			10,680			22,915			21,197
Taxes other than income taxes	21,526			21,518			43,434			44,770
Depreciation and amortization	59,108			55,340			116,829			113,976
Other regulatory credits - net	(8,566		)	(8,473		)	(8,983		)	(9,047		)
TOTAL	442,552			427,711			891,173			926,789

OPERATING INCOME	68,970			80,942			135,330			124,256

OTHER INCOME
Allowance for equity funds used during construction	1,660			2,724			3,413			4,950
Interest and investment income	3,596			11,111			7,613			16,886
Miscellaneous - net	(366		)	(779		)	(730		)	(1,944		)
TOTAL	4,890			13,056			10,296			19,892

INTEREST EXPENSE
Interest expense	23,688			23,458			46,521			46,037
Allowance for borrowed funds used during construction	(1,148		)	(953		)	(1,786		)	(1,729		)
TOTAL	22,540			22,505			44,735			44,308

INCOME BEFORE INCOME TAXES	51,320			71,493			100,891			99,840

Income taxes	22,315			31,010			43,516			44,638

NET INCOME	29,005			40,483			57,375			55,202

Preferred dividend requirements	1,718			1,718			3,437			3,437

EARNINGS APPLICABLE TO COMMON STOCK		$27,287			$38,765			$53,938			$51,765

See Notes to Financial Statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$57,375			$55,202
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	183,856			170,650
Deferred income taxes, investment tax credits, and non-current taxes accrued	92,466			53,955
Changes in assets and liabilities:
Receivables	(5,397		)	(59,410		)
Fuel inventory	20,217			20,035
Accounts payable	(75,400		)	(6,041		)
Prepaid taxes and taxes accrued	(48,920		)	(222,835		)
Interest accrued	(2,390		)	(359		)
Deferred fuel costs	(116,883		)	39,437
Other working capital accounts	16,988			(18,641		)
Provisions for estimated losses	(768		)	4
Other regulatory assets	(35,399		)	8,883
Pension and other postretirement liabilities	(41,193		)	(10,210		)
Other assets and liabilities	60,505			(15,623		)
Net cash flow provided by operating activities	105,057			15,047

INVESTING ACTIVITIES
Construction expenditures	(261,336		)	(233,856		)
Allowance for equity funds used during construction	5,069			6,928
Nuclear fuel purchases	(104,487		)	(42,231		)
Proceeds from sale of nuclear fuel	75,860			36,478
Proceeds from nuclear decommissioning trust fund sales	70,259			143,106
Investment in nuclear decommissioning trust funds	(74,760		)	(147,842		)
Changes in money pool receivable - net	17,531			(75,842		)
Changes in securitization account	(474		)	761
Insurance proceeds	24,156			—
Other	200			—
Net cash flow used in investing activities	(247,982		)	(312,498		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	371,699			467,042
Retirement of long-term debt	(371,314		)	(135,893		)
Changes in short-term borrowings - net	39,657			(6,792		)
Change in money pool payable - net	11,019			—
Dividends paid:
Common stock	—			(15,000		)
Preferred stock	(3,437		)	(3,437		)
Other	250			—
Net cash flow provided by financing activities	47,874			305,920

Net increase (decrease) in cash and cash equivalents	(95,051		)	8,469
Cash and cash equivalents at beginning of period	127,022			34,533
Cash and cash equivalents at end of period		$31,971			$43,002

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$46,220			$43,706
Income taxes		$1,624			$211,421

See Notes to Financial Statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$31,893			$4,181
Temporary cash investments	78			122,841
Total cash and cash equivalents	31,971			127,022
Securitization recovery trust account	4,309			3,835
Accounts receivable:
Customer	94,612			102,328
Allowance for doubtful accounts	(30,011		)	(30,113		)
Associated companies	36,940			68,875
Other	114,899			94,256
Accrued unbilled revenues	100,640			82,298
Total accounts receivable	317,080			317,644
Accumulated deferred income taxes	9,931			33,556
Deferred fuel costs	185,579			68,696
Fuel inventory - at average cost	21,287			41,504
Materials and supplies - at average cost	156,471			152,429
Deferred nuclear refueling outage costs	50,413			31,135
System agreement costs equalization	30,000			30,000
Prepaid taxes	38,941			—
Prepayments and other	32,224			58,911
TOTAL	878,206			864,732

OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	746,183			710,913
Non-utility property - at cost (less accumulated depreciation)	1,757			1,664
Other	15,381			29,181
TOTAL	763,321			741,758

UTILITY PLANT
Electric	8,993,203			8,798,458
Property under capital lease	1,014			1,064
Construction work in progress	218,157			209,036
Nuclear fuel	261,611			321,901
TOTAL UTILITY PLANT	9,473,985			9,330,459
Less - accumulated depreciation and amortization	4,100,956			4,034,880
UTILITY PLANT - NET	5,373,029			5,295,579

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	70,383			73,864
Other regulatory assets (includes securitization property of $74,081 as of June 30, 2014 and $80,963 as of December 31, 2013)	1,053,272			1,014,392
Other	49,714			44,565
TOTAL	1,173,369			1,132,821

TOTAL ASSETS		$8,187,925			$8,034,890

See Notes to Financial Statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$70,000		$70,000
Short-term borrowings	39,657		—
Accounts payable:
Associated companies	99,386		149,802
Other	209,573		228,160
Customer deposits	113,058		86,512
Taxes accrued	—		9,979
Accumulated deferred income taxes	19,444		9,231
Interest accrued	19,646		22,036
Other	37,231		55,656
TOTAL	607,995		631,376

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,958,604		1,906,562
Accumulated deferred investment tax credits	38,333		38,958
Other regulatory liabilities	250,211		219,370
Decommissioning	794,294		723,771
Accumulated provisions	4,978		5,746
Pension and other postretirement liabilities	278,029		319,211
Long-term debt (includes securitization bonds of $82,656 as of June 30, 2014 and $88,961 as of December 31, 2013)	2,339,534		2,335,802
Other	25,941		18,026
TOTAL	5,689,924		5,567,446

Commitments and Contingencies

Preferred stock without sinking fund	116,350		116,350

COMMON EQUITY
Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares in 2014 and 2013	470		470
Paid-in capital	588,471		588,471
Retained earnings	1,184,715		1,130,777
TOTAL	1,773,656		1,719,718

TOTAL LIABILITIES AND EQUITY		$8,187,925		$8,034,890

See Notes to Financial Statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Common Equity
	Common Stock		Paid-in Capital		Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2012		$470		$588,444		$990,702			$1,579,616

Net income	—		—		55,202			55,202
Common stock dividends	—		—		(15,000		)	(15,000		)
Preferred stock dividends	—		—		(3,437		)	(3,437		)

Balance at June 30, 2013		$470		$588,444		$1,027,467			$1,616,381


Balance at December 31, 2013		$470		$588,471		$1,130,777			$1,719,718

Net income	—		—		57,375			57,375
Preferred stock dividends	—		—		(3,437		)	(3,437		)

Balance at June 30, 2014		$470		$588,471		$1,184,715			$1,773,656

See Notes to Financial Statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$152		$159		($7	)	(4	)
Commercial	108		108		—			—
Industrial	100		98		2			2
Governmental	4		5		(1		)	(20	)
Total retail	364		370		(6		)	(2	)
Sales for resale:
Associated companies	30		72		(42		)	(58	)
Non-associated companies	63		20		43			215
Other	55		47		8			17
Total		$512		$509		$3		1

Billed Electric Energy Sales (GWh):
Residential	1,547		1,622		(75		)	(5	)
Commercial	1,356		1,381		(25		)	(2	)
Industrial	1,628		1,607		21			1
Governmental	57		58		(1		)	(2	)
Total retail	4,588		4,668		(80		)	(2	)
Sales for resale:
Associated companies	383		1,418		(1,035		)	(73	)
Non-associated companies	1,671		173		1,498			866
Total	6,642		6,259		383			6


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$358		$360		($2	)	(1	)
Commercial	210		217		(7		)	(3	)
Industrial	184		197		(13		)	(7	)
Governmental	8		10		(2		)	(20	)
Total retail	760		784		(24		)	(3	)
Sales for resale:
Associated companies	61		178		(117		)	(66	)
Non-associated companies	136		37		99			268
Other	70		52		18			35
Total		$1,027		$1,051		($24	)	(2	)

Billed Electric Energy Sales (GWh):
Residential	4,128		3,797		331			9
Commercial	2,789		2,736		53			2
Industrial	3,151		3,162		(11		)	—
Governmental	114		115		(1		)	(1	)
Total retail	10,182		9,810		372			4
Sales for resale:
Associated companies	845		4,108		(3,263		)	(79	)
Non-associated companies	3,423		358		3,065			856
Total	14,450		14,276		174			1

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ENTERGY GULF STATES LOUISIANA, L.L.C.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income increased $6.5 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by lower other income.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased $25.8 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by lower other income.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$223.3
Retail electric price	5.8
Asset retirement obligation	5.6
Other	0.2
2014 net revenue		$234.9

The retail electric price variance is primarily due to an increase in affiliate purchased power capacity costs that are recovered through base rates set in the annual formula rate plan mechanism. Entergy Gulf States Louisiana’s formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

The asset retirement obligation affects net revenue because Entergy Gulf States Louisiana records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the second quarter 2014 compared to the second quarter 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

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

Gross operating revenues increased primarily due to an increase of $47.6 million in electric fuel cost recovery revenues primarily due to higher fuel rates and an increase of $14.2 million in gross wholesale revenues primarily due to the timing of receipt of System Agreement payments and credits to customers and sales in the MISO market. See Note 2 to the financial statements in the Form 10-K for additional discussion of Entergy Gulf States Louisiana’s fuel

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

and purchased power recovery mechanism and see Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement proceedings.

Fuel and purchased power expenses increased primarily due to:


•	an increase in the average market price of purchased power; and


•	an increase in deferred fuel expense due to higher fuel cost recovery revenues as compared to prior year and the timing of receipt of System Agreement payments and credits to customers.

Other regulatory charges decreased primarily due to the deferral of investment gains from the River Bend decommissioning trust in 2013 in accordance with regulatory treatment. The gains resulted in an increase in 2013 in other income and a corresponding increase in regulatory charges with no effect on net income.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013



	Amount
	(In Millions)
2013 net revenue		$432.9
Volume/weather	20.0
Retail electric price	8.2
Asset retirement obligation	6.6
MISO deferral	2.4
Other	3.1
2014 net revenue		$473.2

The volume/weather variance is primarily due to an increase of 666 GWh, or 7%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was also driven by higher industrial usage primarily in the chemicals industry.

The asset retirement obligation affects net revenue because Entergy Gulf States Louisiana records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

The MISO deferral variance is due to the deferral in 2014 of the non-fuel MISO-related charges, as approved by the LPSC. The deferral of non-fuel MISO-related charges is partially offset in other operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

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

Gross operating revenues increased primarily due to:


•	an increase of $91.5 million in electric fuel cost recovery revenues primarily due to higher fuel rates;


•	an increase of $31.1 million in gross wholesale revenues primarily due to the timing of System Agreement payments and credits to customers and sales in the MISO market;


•	the increase related to volume/weather, as discussed above; and


•	an increase of $9.9 million in natural gas fuel cost recovery revenues primarily due to higher fuel rates.

See Note 2 to the financial statements in the Form 10-K for additional discussion of Entergy Gulf States Louisiana’s fuel and purchased power recovery mechanism and see Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement proceedings.

Fuel and purchased power expenses increased primarily due to:


•	an increase in the average market price of purchased power; and


•	an increase in deferred fuel expense due to higher fuel cost recovery revenues as compared to prior year and the timing of receipt of System Agreement payments and credits to customers.

Other regulatory charges decreased primarily due to:


•	the deferral of investment gains from the River Bend decommissioning trust in 2013 in accordance with regulatory treatment. The gains resulted in an increase in 2013 in other income and a corresponding increase in regulatory charges with no effect on net income; and


•	the deferral in 2014 of non-fuel MISO-related charges, as approved by the LPSC. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses decreased primarily due to:

•

a decrease of $4.6 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $2.9 million in nuclear generation expenses primarily due to lower nuclear labor costs; and


•	a decrease of $2.4 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.

The decrease was partially offset by an increase of $1.4 million in fossil-fueled generation expenses primarily due to an increased scope of work done during plant outages as compared to the prior year.

Other income decreased primarily due to higher realized gains in 2013 on the River Bend decommissioning trust fund investments. There is no effect on net income as these investment gains are offset by a corresponding amount of regulatory charges.

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses decreased primarily due to:

•

a decrease of $7.4 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $5.3 million in nuclear generation expenses primarily due to lower nuclear labor costs; and


•	a decrease of $4 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.

The decrease was partially offset by an increase of $3.2 million in transmission expenses primarily due to administration fees in 2014 related to participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Income Taxes

The effective income tax rate was 36.2% for the second quarter 2014 and 36.3% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and the six months ended June 30, 2014 versus the federal statutory rate of 35% were primarily due to state income taxes and certain book and tax differences related to utility plant items, partially offset by book and tax differences related to the non-taxable income distributions earned on preferred membership interests.

The effective income tax rate was 37.6% for the second quarter 2013 and 36.8% for the six months ended June 30, 2013. The differences in the effective income tax rates for the second quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% were primarily due to state income taxes and the provision for uncertain tax positions, partially offset by book and tax differences related to the non-taxable income distributions earned on preferred membership interests.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$15,581			$35,686
Cash flow provided by (used in):
Operating activities	215,465			102,336
Investing activities	(107,014		)	(184,820		)
Financing activities	(77,005		)	47,709
Net increase (decrease) in cash and cash equivalents	31,446			(34,775		)
Cash and cash equivalents at end of period		$47,027			$911

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

Operating Activities

Net cash flow provided by operating activities increased $113.1 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:

•

a decrease of $56 million in income tax payments for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Entergy Gulf States Louisiana had income tax payments of $61.7 million in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The payments resulted primarily from the reversal of temporary differences for which Entergy Gulf States Louisiana had previously claimed a tax deduction;


•	lower nuclear refueling outage spending at River Bend. River Bend had a refueling outage in 2013 and did not have one in 2014; and

•

an increase in the recovery of fuel and purchased power costs including System Agreement bandwidth remedy payments of $10.1 million received in the second quarter 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period. In the second quarter 2014, Entergy Gulf States Louisiana customers were credited $3.7 million. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement proceedings.

The increase was partially offset by an increase of $7.7 million in pension contributions in 2014. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities decreased $77.8 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle;


•	a decrease in nuclear construction expenditures as a result of spending on nuclear projects during the River Bend refueling outage in 2013. River Bend had a refueling outage in 2013 and did not have one in 2014; and


•	a decrease in transmission construction expenditures due to a decreased scope of work performed in 2014.

The decrease was partially offset by:


•	the withdrawal of $65.5 million from the storm reserve escrow account in 2013;


•	an increase in fossil-fueled generation expenditures as a result of an increased scope of work in 2014; 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 $10.9 million for the six months ended June 30, 2014. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

Financing Activities

Entergy Gulf States Louisiana’s financing activities used $77 million of cash for the six months ended June 30, 2014 compared to providing $47.7 million of cash for the six months ended June 30, 2013 primarily due to:


•	payments of $14.8 million on credit borrowings for the six months ended June 30, 2014 compared to an increase of $144.7 million in credit borrowings for the six months ended June 30, 2013 against the nuclear fuel company variable interest entity credit facility;


•	the issuance of $70 million of 3.38% Series R notes by the nuclear fuel company variable interest entity in February 2013; and


•	money pool activity.

Cash flows used in financing activities were offset by the retirement, at maturity, of $75 million of 5.56% Series N notes by the nuclear fuel company variable interest entity in May 2013 and a decrease of $42.1 million in common equity distributions.

Increases in Entergy Gulf States Louisiana’s payable to the money pool are a source of cash flow, and Entergy Gulf States Louisiana’s payable to the money pool increased by $28.5 million for the six months ended June 30, 2013.

See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for more details on long-term debt.

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	50.8	%	51.1	%
Effect of subtracting cash	(0.8	%)	(0.2	%)
Net debt to net capital	50.0	%	50.9	%

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings 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 Gulf States Louisiana uses the debt to 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 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 because net debt indicates Entergy Gulf States Louisiana’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

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

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

Following are the current amounts of Entergy Gulf States Louisiana’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$100		$75		$90
Transmission	115		130		130
Distribution	75		65		75
Other	20		25		20
Total		$310		$295		$315

The updated capital plan for 2014-2016 reflects spending for potential new generation resource requirements and transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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

Entergy Gulf States Louisiana has a credit facility in the amount of $150 million scheduled to expire in March 2019. The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, there were no cash borrowings and $50 million of letters of credit outstanding under the credit facility. See Note 4 to the financial statements herein for additional discussion of the credit facility.

The Entergy Gulf States Louisiana nuclear fuel company variable interest entity has a credit facility in the amount of $100 million scheduled to expire in June 2016. No borrowings were outstanding on the variable interest entity credit facility as of June 30, 2014. See Note 4 to the financial statements herein for additional discussion of the variable interest entity credit facility.

Hurricane Isaac

As discussed in the Form 10-K, total restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac were $73.8 million for Entergy Gulf States Louisiana. In January 2013, Entergy Gulf States Louisiana drew $65 million from its funded storm reserve escrow account. In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs. Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

of Hurricane Isaac system restoration costs. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation (LURC) and the Louisiana State Bond Commission.

Entergy Gulf States Louisiana will 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 will collect a system restoration charge on behalf of the LURC, and remit the collections to the bond indenture trustee. Entergy Gulf States Louisiana will 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

See the Form 10-K for a discussion of Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station. The Ninemile 6 capacity and energy will be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans. Under terms approved by the LPSC, costs may be recovered through Entergy Louisiana’s and Entergy Gulf States Louisiana’s formula rate plans beginning in the month after the unit is placed in service. In July 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an unopposed stipulation with the LPSC that estimates a first year revenue requirement associated with Ninemile 6 of $57.1 million for Entergy Louisiana and $28.5 million for Entergy Gulf States Louisiana. A hearing on the stipulation is scheduled to be held before an ALJ in August 2014.

State and Local Rate Regulation and Fuel-Cost Recovery

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – State and Local Rate Regulation and Fuel-Cost Recovery" in the Form 10-K for a discussion of state and local rate regulation and fuel-cost recovery. The following are updates to that discussion.

Retail Rates - Electric

As discussed in the Form 10-K, Entergy Gulf States Louisiana filed a base rate case in February 2013. Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Gulf States Louisiana submitted a compliance filing in May 2014 reflecting the effects of the estimated MISO cost recovery mechanism revenue requirement and adjustment of the additional capacity mechanism requiring a net increase of approximately $3.8 million in formula rate plan revenue to be implemented over nine months commencing with the first billing cycle of December 2014. Before rates are implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data.

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Entergy Gulf States Louisiana, L.L.C.

Management's Financial Discussion and Analysis

Retail Rates - Gas

In January 2014, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2013. The filing showed an earned return on common equity of 5.47% which results in a $1.5 million rate increase. In April 2014 the LPSC Staff issued a report indicating "that Entergy Gulf States Louisiana has properly determined its earnings for the test year ended September 30, 2013." The $1.5 million rate increase was implemented effective with the first billing cycle of April 2014.

Entergy Gulf States Louisiana and Entergy Louisiana Business Combination Study

In June 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed a business combination study report with the LPSC. The report contains a preliminary analysis of the potential combination of Entergy Gulf States Louisiana and Entergy Louisiana into a single public utility. Though not a formal application, the report provides an overview of the combination and identifies its potential customer benefits. Entergy Gulf States Louisiana and Entergy Louisiana will hold technical conferences and face-to-face meetings with LPSC staff, City Council advisors, and other stakeholders to discuss potential effects of the combination, solicit suggestions and concerns, and identify areas in which additional information might be needed. Entergy Gulf States Louisiana and Entergy Louisiana held a technical conference at the LPSC to discuss the business combination in July 2014 and scheduled a second technical conference to be held in August 2014.

Industrial and Commercial Customers

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Industrial and Commercial Customers" in the Form 10-K for a discussion of industrial and commercial customers.

Federal Regulation

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

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ENTERGY GULF STATES LOUISIANA, L.L.C.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$540,606			$479,895			$1,022,028			$879,032
Natural gas	13,428			12,466			45,301			33,284
TOTAL	554,034			492,361			1,067,329			912,316

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	88,471			60,500			147,676			108,338
Purchased power	233,207			203,999			452,915			366,076
Nuclear refueling outage expenses	5,332			5,210			10,605			9,536
Other operation and maintenance	95,579			102,183			182,676			194,905
Decommissioning	4,181			3,948			8,302			7,840
Taxes other than income taxes	20,737			20,145			41,746			39,383
Depreciation and amortization	38,732			37,927			76,974			75,299
Other regulatory charges (credits) - net	(2,555		)	4,593			(6,491		)	5,000
TOTAL	483,684			438,505			914,403			806,377

OPERATING INCOME	70,350			53,856			152,926			105,939

OTHER INCOME
Allowance for equity funds used during construction	1,695			1,809			3,341			3,459
Interest and investment income	7,436			13,956			17,493			24,811
Miscellaneous - net	(3,649		)	(2,400		)	(5,367		)	(5,040		)
TOTAL	5,482			13,365			15,467			23,230

INTEREST EXPENSE
Interest expense	20,292			20,274			40,570			40,473
Allowance for borrowed funds used during construction	(1,160		)	(660		)	(1,921		)	(1,351		)
TOTAL	19,132			19,614			38,649			39,122

INCOME BEFORE INCOME TAXES	56,700			47,607			129,744			90,047

Income taxes	20,529			17,887			47,101			33,162

NET INCOME	36,171			29,720			82,643			56,885

Preferred distribution requirements and other	209			206			415			412

EARNINGS APPLICABLE TO COMMON EQUITY		$35,962			$29,514			$82,228			$56,473

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Six Months Ended
	2014		2013		2014		2013
	(In Thousands)				(In Thousands)

Net Income		$36,171		$29,720		$82,643		$56,885
Other comprehensive income
Pension and other postretirement liabilities
(net of tax expense of $85, $778, $186, and $1,564)	137		962		259		1,917
Other comprehensive income	137		962		259		1,917
Comprehensive Income		$36,308		$30,682		$82,902		$58,802

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$82,643			$56,885
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	116,122			108,028
Deferred income taxes, investment tax credits, and non-current taxes accrued	45,579			44,828
Changes in working capital:
Receivables	(59,914		)	(54,074		)
Fuel inventory	2,003			(5,537		)
Accounts payable	51,357			44,284
Prepaid taxes and taxes accrued	23,211			(50,487		)
Interest accrued	(1,001		)	(565		)
Deferred fuel costs	(16,332		)	(31,661		)
Other working capital accounts	(3,992		)	(32,018		)
Changes in provisions for estimated losses	(3,335		)	(62,747		)
Changes in other regulatory assets	4,671			39,396
Changes in pension and other postretirement liabilities	(6,130		)	5,455
Other	(19,417		)	40,549
Net cash flow provided by operating activities	215,465			102,336

INVESTING ACTIVITIES
Construction expenditures	(125,851		)	(148,160		)
Allowance for equity funds used during construction	3,341			3,459
Nuclear fuel purchases	(20,821		)	(115,370		)
Proceeds from the sale of nuclear fuel	54,642			19,401
Payment to storm reserve escrow account	(7		)	(21		)
Receipts from storm reserve escrow account	—			65,475
Proceeds from nuclear decommissioning trust fund sales	75,419			46,735
Investment in nuclear decommissioning trust funds	(82,861		)	(56,339		)
Change in money pool receivable - net	(10,876		)	—
Net cash flow used in investing activities	(107,014		)	(184,820		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			69,792
Retirement of long-term debt	—			(75,000		)
Change in money pool payable - net	—			28,529
Changes in credit borrowings - net	(14,800		)	144,700
Distributions paid:
Common equity	(77,845		)	(119,900		)
Preferred membership interests	(412		)	(412		)
Other	16,052			—
Net cash flow provided by (used in) financing activities	(77,005		)	47,709

Net increase (decrease) in cash and cash equivalents	31,446			(34,775		)
Cash and cash equivalents at beginning of period	15,581			35,686
Cash and cash equivalents at end of period		$47,027			$911

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$40,141			$39,598
Income taxes		$5,700			$61,688

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$16,881			$1,739
Temporary cash investments	30,146			13,842
Total cash and cash equivalents	47,027			15,581
Accounts receivable:
Customer	95,180			69,648
Allowance for doubtful accounts	(706		)	(909		)
Associated companies	144,824			107,723
Other	25,995			22,945
Accrued unbilled revenues	63,771			58,867
Total accounts receivable	329,064			258,274
Deferred fuel costs	25,957			9,625
Fuel inventory - at average cost	24,552			26,555
Materials and supplies - at average cost	128,168			122,909
Deferred nuclear refueling outage costs	15,498			25,975
Prepaid taxes	—			22,008
Gas hedge contracts	1,219			2,238
Prepayments and other	57,967			12,452
TOTAL	629,452			495,617

OTHER PROPERTY AND INVESTMENTS
Investment in affiliate preferred membership interests	289,663			289,664
Decommissioning trust funds	607,557			573,744
Non-utility property - at cost (less accumulated depreciation)	175,528			174,134
Storm reserve escrow account	21,545			21,538
Other	14,678			14,145
TOTAL	1,108,971			1,073,225

UTILITY PLANT
Electric	7,473,813			7,400,689
Natural gas	146,824			143,902
Construction work in progress	133,745			105,314
Nuclear fuel	146,478			196,508
TOTAL UTILITY PLANT	7,900,860			7,846,413
Less - accumulated depreciation and amortization	4,128,277			4,071,762
UTILITY PLANT - NET	3,772,583			3,774,651

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	163,519			165,456
Other regulatory assets	318,732			321,466
Deferred fuel costs	100,124			100,124
Other	13,983			12,049
TOTAL	596,358			599,095

TOTAL ASSETS		$6,107,364			$5,942,588

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT LIABILITIES
Accounts payable:
Associated companies		$128,870			$95,853
Other	124,724			103,314
Customer deposits	55,238			51,839
Taxes accrued	1,203			—
Accumulated deferred income taxes	28,541			36,330
Interest accrued	24,807			25,808
Pension and other postretirement liabilities	9,086			9,065
System agreement cost equalization	15,000			15,000
Other	48,721			19,032
TOTAL	436,190			356,241

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,562,484			1,512,547
Accumulated deferred investment tax credits	73,786			75,295
Other regulatory liabilities	183,981			159,429
Decommissioning and asset retirement cost liabilities	414,700			403,084
Accumulated provisions	33,811			37,146
Pension and other postretirement liabilities	268,164			274,315
Long-term debt	1,512,784			1,527,465
Long-term payables - associated companies	26,961			27,900
Other	128,902			108,189
TOTAL	4,205,573			4,125,370

Commitments and Contingencies

EQUITY
Preferred membership interests without sinking fund	10,000			10,000
Member's equity	1,483,544			1,479,179
Accumulated other comprehensive loss	(27,943		)	(28,202		)
TOTAL	1,465,601			1,460,977

TOTAL LIABILITIES AND EQUITY		$6,107,364			$5,942,588

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

			Common Equity
	Preferred Membership Interests		Member's Equity			Accumulated Other Comprehensive Income (Loss)			Total
	(In Thousands)

Balance at December 31, 2012		$10,000		$1,438,233			($65,229	)		$1,383,004

Net income	—		56,885			—			56,885
Other comprehensive income	—		—			1,917			1,917
Distributions declared on common equity	—		(119,900		)	—			(119,900		)
Distributions declared on preferred membership interests	—		(412		)	—			(412		)
Other	—		(20		)	—			(20		)

Balance at June 30, 2013		$10,000		$1,374,786			($63,312	)		$1,321,474


Balance at December 31, 2013		$10,000		$1,479,179			($28,202	)		$1,460,977

Net income	—		82,643			—			82,643
Other comprehensive income	—		—			259			259
Distributions declared on common equity	—		(77,845		)	—			(77,845		)
Distributions declared on preferred membership interests	—		(415		)	—			(415		)
Other	—		(18		)	—			(18		)

Balance at June 30, 2014		$10,000		$1,483,544			($27,943	)		$1,465,601

See Notes to Financial Statements.

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ENTERGY GULF STATES LOUISIANA, L.L.C.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$115		$104		$11		11
Commercial	115		102		13			13
Industrial	162		135		27			20
Governmental	6		5		1			20
Total retail	398		346		52			15
Sales for resale:
Associated companies	104		96		8			8
Non-associated companies	17		11		6			55
Other	22		27		(5		)	(19	)
Total		$541		$480		$61		13

Billed Electric Energy Sales (GWh):
Residential	1,145		1,130		15			1
Commercial	1,272		1,242		30			2
Industrial	2,501		2,377		124			5
Governmental	58		55		3			5
Total retail	4,976		4,804		172			4
Sales for resale:
Associated companies	1,678		1,690		(12		)	(1	)
Non-associated companies	300		169		131			78
Total	6,954		6,663		291			4


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$240		$198		$42		21
Commercial	219		191		28			15
Industrial	286		242		44			18
Governmental	12		10		2			20
Total retail	757		641		116			18
Sales for resale:
Associated companies	196		181		15			8
Non-associated companies	38		22		16			73
Other	31		35		(4		)	(11	)
Total		$1,022		$879		$143		16

Billed Electric Energy Sales (GWh):
Residential	2,527		2,242		285			13
Commercial	2,528		2,409		119			5
Industrial	4,694		4,435		259			6
Governmental	116		113		3			3
Total retail	9,865		9,199		666			7
Sales for resale:
Associated companies	3,369		2,918		451			15
Non-associated companies	521		397		124			31
Total	13,755		12,514		1,241			10

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income increased $8.3 million primarily due to higher net revenue, lower other operation and maintenance expenses, and higher other income, partially offset by higher depreciation and amortization expenses, higher interest expense, and a higher effective income tax rate.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased $21.3 million primarily due to higher net revenue, lower other operation and maintenance expenses, and higher other income, partially offset by higher depreciation and amortization expenses, higher interest expense, and a higher effective income tax rate.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013



	Amount
	(In Millions)
2013 net revenue		$310.3
MISO deferral	2.3
Volume/weather	1.9
Other	2.1
2014 net revenue		$316.6

The volume/weather variance is primarily due to an increase of 70 GWh, or 1%, in weather-adjusted usage in all sectors due to an increase in customers across all sectors. The increase in industrial usage is partially offset by decreased usage in the chemicals industry.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $67.1 million in fuel cost recovery revenues primarily due to higher fuel rates and an increase of $30.5 million in gross wholesale revenues as a result of increased sales to affiliate customers and sales in the MISO market.

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Entergy Louisiana, LLC and Subsidiaries

Management's Financial Discussion and Analysis

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power, an increase in demand for gas-fired generation, and an increase in the recovery from customers of deferred fuel costs resulting from higher fuel revenues.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013



	Amount
	(In Millions)
2013 net revenue		$570.9
Volume/weather	19.4
MISO deferral	4.6
Asset retirement obligation	3.5
Retail electric price	2.7
Other	6.7
2014 net revenue		$607.8

The volume/weather variance is primarily due to an increase of 519 GWh, or 8%, in billed electricity usage in the residential and commercial sectors due to the effect of more favorable weather as compared to the same period in the prior year, partially offset by a decrease in industrial usage primarily in the chemicals industry.

The asset retirement obligation affects net revenue because Entergy Louisiana records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The variance for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 is primarily caused by an increase in the regulatory credits because of a decrease in decommissioning trust earnings.

The retail electric price variance is primarily due to an increase in affiliate purchased power capacity costs that are recovered through base rates set in the annual formula rate plan mechanism. Entergy Louisiana’s formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $87.1 million in gross wholesale revenues as a result of increased sales to affiliate customers and sales in the MISO market and the increase related to volume/weather, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power and an increase in demand for gas-fired generation, partially offset by a decrease in the recovery from customers of deferred fuel costs resulting from higher fuel and purchased power costs and higher fuel revenues.

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Entergy Louisiana, LLC and Subsidiaries

Management's Financial Discussion and Analysis

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses decreased primarily due to:

•

a decrease of $5.2 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $4.8 million in fossil-fueled generation expenses primarily due to an overall lower scope of work done as compared to prior year;


•	a decrease of $2.1 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and


•	a decrease of $1.9 million in nuclear generation expenses primarily due to lower materials costs.

The decrease was partially offset by an increase of $2.3 million due to administration fees in 2014 related to the participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to the increase in allowance for equity funds used during construction due to more construction work in progress in 2014.

Interest expense increased primarily due to the issuance of $325 million of 4.05% Series first mortgage bonds in August 2013 and the issuance of $100 million of 4.70% Series first mortgage bonds in May 2013, partially offset by an increase in the allowance for borrowed funds used during construction due to more construction work in progress in 2014.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses decreased primarily due to:

•

a decrease of $7.5 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;


•	a decrease of $3.6 million relating to the sale of surplus oil inventory in 2014;


•	a decrease of $3.0 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and


•	a decrease of $2.8 million in fossil-fueled generation expenses primarily due to an overall lower scope of work done as compared to prior year.

The decrease was partially offset by:


•	an increase of $4.9 million due to administration fees in 2014 related to the participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect; and


•	an increase of $4.4 million in transmission expenses primarily due to higher equalization expenses and additional transmission services.

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Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to the increase in allowance for equity funds used during construction due to more construction work in progress in 2014.

Income Taxes

The effective income tax rate was 27.5% for the second quarter 2014 and 26.8% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and the six months ended June 30, 2014 versus the federal statutory rate of 35% were primarily due to book and tax differences related to the non-taxable income distributions earned on preferred membership interests and book and tax differences related to the allowance for equity funds used during construction, partially offset by state income taxes.

The effective income tax rate was 25.4% for the second quarter 2013 and 23.6% for the six months ended June 30, 2013. The differences in the effective income tax rates for the second quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% were primarily due to book and tax differences related to the non-taxable income distributions earned on preferred membership interests and book and tax differences related to the allowance for equity funds used during construction.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$124,007			$30,086
Cash flow provided by (used in):
Operating activities	200,795			233,394
Investing activities	(431,369		)	(220,249		)
Financing activities	109,531			(40,039		)
Net decrease in cash and cash equivalents	(121,043		)	(26,894		)
Cash and cash equivalents at end of period		$2,964			$3,192

Operating Activities

Net cash flow provided by operating activities decreased $32.6 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to a decrease in the recovery of fuel costs and an increase of $8.5 million in interest paid resulting from an increase in interest expense, as discussed above. The decrease was partially offset by the timing of collections from customers and payments to vendors and Hurricane Isaac storm spending of $9 million in 2013.

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Investing Activities

Net cash flow used in investing activities increased $211.1 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	receipts of $187 million from the storm reserve escrow account in 2013;


•	deposit of bond proceeds with a trustee in June 2014. Entergy Louisiana issued $170 million of 5.0% Series first mortgage bonds in June 2014 and used the proceeds, in July 2014, to redeem, prior to maturity, its $70 million of 6.4% Series first mortgage bonds due October 2034 and its $100 million of 6.3% Series first mortgage bonds due September 2035; and


•	an increase in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle.

The increase was partially offset by a decrease in fossil-fueled generation construction expenditures due to decreased spending on the Ninemile Unit 6 self-rebuild project and money pool activity.

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 $17.6 million for the six months ended June 30, 2014 compared to decreasing by $3.0 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Entergy Louisiana’s financing activities provided $109.5 million of cash for the six months ended June 30, 2014 compared to using $40.0 million of cash for the six months ended June 30, 2013 primarily due to:


•	the issuance of $170 million of 5.0% Series first mortgage bonds in June 2014 compared to the issuance of $100 million of 4.7% Series first mortgage bonds in May 2013;


•	the issuance of $40 million of 3.92% Series H Notes by the nuclear fuel company variable interest entity in February 2014;


•	a decrease of $65.4 million in common equity distributions in 2014;


•	money pool activity; and


•	an increase in borrowings of $23.9 million on the nuclear fuel company variable interest entity’s credit facility in 2014 compared to the repayment of borrowings of $12.9 million in 2013.

The increase was partially offset by the borrowings of $100 million on Entergy Louisiana’s credit facility in 2013.

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 $44.2 million for the six months ended June 30, 2014.

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Capital Structure

Entergy Louisiana’s capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for Entergy Louisiana is primarily due to an increase in long-term debt as a result of the issuance of $170 million of 5.0% Series first mortgage bonds in June 2014.



	June 30, 2014		December 31, 2013
Debt to capital	53.6	%	52.0	%
Effect of excluding securitization bonds	(1.1	%)	(1.3	%)
Debt to capital, excluding securitization bonds (a)	52.5	%	50.7	%
Effect of subtracting cash	—	%	(1.1	%)
Net debt to net capital, excluding securitization bonds (a)	52.5	%	49.6	%


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

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings 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 Louisiana uses the debt to 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 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 because net debt indicates Entergy Louisiana’s outstanding debt position that could not be readily satisfied by cash and cash equivalents.

Uses and Sources of Capital

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

Following are the current amounts of Entergy Louisiana’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$250		$170		$195
Transmission	160		80		75
Distribution	145		130		135
Other	20		20		15
Total		$575		$400		$420

The updated capital plan for 2014-2016 reflects additional spending for 2014 storms, potential new generation resource requirements, transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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Management's Financial Discussion and Analysis

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

Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in March 2019. The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, there were no cash borrowings and $7.4 million of letters of credit outstanding under the credit facility. See Note 4 to the financial statements herein for additional discussion of the credit facility.

The Entergy Louisiana nuclear fuel company variable interest entity has a credit facility in the amount of $90 million scheduled to expire in June 2016. As of June 30, 2014, $26.8 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the Entergy Louisiana nuclear fuel company variable interest entity. See Note 4 to the financial statements herein for additional discussion of the nuclear fuel company variable interest entity credit facility.

In June 2014, Entergy Louisiana issued $170 million of 5% Series first mortgage bonds due July 2044. Entergy Louisiana used the proceeds to pay in July 2014, prior to maturity, its $70 million 6.4% Series first mortgage bonds due October 2034 and to pay in July 2014, prior to maturity, its $100 million 6.3% Series first mortgage bonds due September 2035.

In July 2014 the Entergy Louisiana nuclear fuel company variable interest entity redeemed, at maturity, its $50 million of 5.69% Series E Notes.

Hurricane Isaac

As discussed in the Form 10-K, total restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac were $247.7 million for Entergy Louisiana. In January 2013, Entergy Louisiana drew $187 million from its funded storm reserve escrow account. In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs. Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation (LURC) and the Louisiana State Bond Commission.

In August 2014 the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $243.85 million in bonds under Act 55 of the Louisiana Legislature. From the $240 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $13 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $227 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana then immediately used the $227 million to acquire 2,272,725.89 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of

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$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 $1.75 billion.

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

Ninemile Point Unit 6 Self-Build Project

State and Local Rate Regulation and Fuel-Cost Recovery

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – State and Local Rate Regulation and Fuel Cost Recovery" in the Form 10-K for a discussion of state and local rate regulation and fuel cost recovery. The following are updates to that discussion.

As discussed in the Form 10-K, Entergy Louisiana filed a base rate case in February 2013. Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Louisiana submitted a compliance filing in May 2014 reflecting the effects of the $10 million agreed-upon increase in formula rate plan revenue, the estimated MISO cost recovery mechanism revenue requirement, and the adjustment of the additional capacity mechanism requiring a net increase of approximately $39 million in formula rate plan revenue to be implemented over nine months commencing with the first billing cycle of December 2014. Before rates are implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data.

Also as discussed in the Form 10-K, the LPSC is conducting a prudence review of the Waterford 3 replacement steam generator project with regard to the following aspects of the 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 July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up $71 million, citing a need for further explanation or documentation from Entergy Louisiana. An intervenor filed testimony recommending disallowance of $141 million of incremental project costs, claiming the steam generator fabricator was imprudent. Entergy Louisiana believes that the replacement steam generator costs were prudently incurred and applicable legal principles support their recovery in rates. Entergy Louisiana will provide further documentation and explanation requested by the LPSC staff. Cross-answering testimony is due in August 2014 and rebuttal testimony is due in September 2014. An evidentiary hearing is scheduled for December 2014.

In March 2013, Entergy Louisiana filed a rate case for the Algiers area, which is in New Orleans and is regulated by the City Council. Entergy Louisiana requested a rate increase of $13 million over three years, including a 10.4% return on common equity and a formula rate plan mechanism identical to its LPSC request made in February 2013. In January 2014 the City Council Advisors filed direct testimony recommending a rate increase of $5.56 million over

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three years, including an 8.13% return on common equity. In June 2014 the City Council unanimously approved a settlement that includes the following:


•	a $9.3 million base rate revenue increase to be phased in on a levelized basis over four years;


•	recovery of an additional $853 thousand annually through a MISO recovery rider; and


•	adoption of a four-year formula rate plan requiring the filing of annual evaluation reports in May of each year, commencing May 2015, with resulting rates being implemented in October of each year. The formula rate plan includes a midpoint target authorized return on common equity of 9.95% with a +/- 40 basis point bandwidth.

The rate increase was effective with bills rendered on and after the first billing cycle of July 2014.

Entergy Gulf States Louisiana and Entergy Louisiana Business Combination Study

Federal Regulation

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$736,408			$635,805			$1,359,902			$1,241,890

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	168,820			93,152			259,607			211,859
Purchased power	258,624			236,413			507,743			465,422
Nuclear refueling outage expenses	7,763			9,079			16,641			15,931
Other operation and maintenance	119,648			127,225			228,770			232,352
Decommissioning	6,123			5,368			12,169			10,669
Taxes other than income taxes	19,745			18,987			39,490			37,787
Depreciation and amortization	63,146			60,907			125,521			120,745
Other regulatory credits - net	(7,637		)	(4,017		)	(15,272		)	(6,294		)
TOTAL	636,232			547,114			1,174,669			1,088,471

OPERATING INCOME	100,176			88,691			185,233			153,419

OTHER INCOME
Allowance for equity funds used during construction	9,216			7,097			18,093			12,839
Interest and investment income	21,086			21,126			42,264			42,915
Miscellaneous - net	1,311			(793		)	1,142			(1,653		)
TOTAL	31,613			27,430			61,499			54,101

INTEREST EXPENSE
Interest expense	40,686			36,904			81,375			73,333
Allowance for borrowed funds used during construction	(5,053		)	(3,036		)	(9,516		)	(5,484		)
TOTAL	35,633			33,868			71,859			67,849

INCOME BEFORE INCOME TAXES	96,156			82,253			174,873			139,671

Income taxes	26,489			20,876			46,828			32,918

NET INCOME	69,667			61,377			128,045			106,753

Preferred dividend requirements and other	1,757			1,738			3,494			3,475

EARNINGS APPLICABLE TO COMMON EQUITY		$67,910			$59,639			$124,551			$103,278

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended					Six Months Ended
	2014			2013		2014			2013
	(In Thousands)					(In Thousands)

Net Income		$69,667			$61,377		$128,045			$106,753
Other comprehensive income
Pension and other postretirement liabilities
(net of tax expense (benefit) of ($180), $542, ($344), and $1,089)	(287		)	683		(589		)	1,361
Other comprehensive income (loss)	(287		)	683		(589		)	1,361
Comprehensive Income		$69,380			$62,060		$127,456			$108,114

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$128,045			$106,753
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	171,002			163,907
Deferred income taxes, investment tax credits, and non-current taxes accrued	109,479			69,345
Changes in working capital:
Receivables	(21,077		)	(92,534		)
Fuel inventory	4,232			538
Accounts payable	10,293			(11,090		)
Prepaid taxes and taxes accrued	(32,514		)	8,345
Interest accrued	(2,246		)	(1,647		)
Deferred fuel costs	(75,281		)	(10,887		)
Other working capital accounts	(31,953		)	13,573
Changes in provisions for estimated losses	73			(185,518		)
Changes in other regulatory assets	(2,765		)	82,219
Changes in other regulatory liabilities	7,356			37,090
Changes in pension and other postretirement liabilities	(13,895		)	4,877
Other	(49,954		)	48,423
Net cash flow provided by operating activities	200,795			233,394

INVESTING ACTIVITIES
Construction expenditures	(233,235		)	(418,402		)
Allowance for equity funds used during construction	18,093			12,839
Nuclear fuel purchases	(108,015		)	(21,887		)
Proceeds from the sale of nuclear fuel	46,045			23,438
Receipts from storm reserve escrow account	—			186,985
Changes to securitization account	1,122			(361		)
Proceeds from nuclear decommissioning trust fund sales	29,659			9,492
Investment in nuclear decommissioning trust funds	(34,174		)	(15,376		)
Changes in money pool receivable - net	17,648			3,023
Changes in other investments - net	(168,512		)	—
Net cash flow used in investing activities	(431,369		)	(220,249		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	208,147			96,442
Retirement of long-term debt	(27,472		)	(18,954		)
Changes in credit borrowings - net	23,865			87,202
Change in money pool payable - net	44,239			—
Distributions paid:
Common equity	(135,823		)	(201,254		)
Preferred membership interests	(3,475		)	(3,475		)
Other	50			—
Net cash flow provided by (used in) financing activities	109,531			(40,039		)

Net decrease in cash and cash equivalents	(121,043		)	(26,894		)
Cash and cash equivalents at beginning of period	124,007			30,086
Cash and cash equivalents at end of period		$2,964			$3,192

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized		$80,790			$72,320
Income taxes		($495	)		($697	)

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$405			$427
Temporary cash investments	2,559			123,580
Total cash and cash equivalents	2,964			124,007
Securitization recovery trust account	3,417			4,539
Accounts receivable:
Customer	171,995			144,836
Allowance for doubtful accounts	(1,152		)	(965		)
Associated companies	67,073			87,820
Other	13,138			21,420
Accrued unbilled revenues	98,559			93,073
Total accounts receivable	349,613			346,184
Accumulated deferred income taxes	70,477			100,022
Deferred fuel costs	44,889			—
Fuel inventory	19,079			23,311
Materials and supplies - at average cost	156,664			156,487
Deferred nuclear refueling outage costs	38,964			13,670
Prepaid taxes	217,017			184,503
Gas hedge contracts	1,503			2,889
Funds held on deposit	173,909			—
Prepayments and other	38,728			15,223
TOTAL	1,117,224			970,835

OTHER PROPERTY AND INVESTMENTS
Investment in affiliate preferred membership interests	807,423			807,423
Decommissioning trust funds	366,586			347,274
Non-utility property - at cost (less accumulated depreciation)	305			396
TOTAL	1,174,314			1,155,093

UTILITY PLANT
Electric	8,912,206			8,799,393
Property under capital lease	331,895			331,895
Construction work in progress	753,557			672,883
Nuclear fuel	196,237			147,385
TOTAL UTILITY PLANT	10,193,895			9,951,556
Less - accumulated depreciation and amortization	3,856,970			3,763,234
UTILITY PLANT - NET	6,336,925			6,188,322

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	316,139			309,617
Other regulatory assets (includes securitization property of $146,363 as of June 30, 2014 and $156,103 as of December 31, 2013)	711,746			715,503
Deferred fuel costs	67,998			67,998
Other	46,483			43,025
TOTAL	1,142,366			1,136,143

TOTAL ASSETS		$9,770,829			$9,450,393

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$319,296			$320,231
Short-term borrowings	26,788			2,923
Accounts payable:
Associated companies	106,593			83,655
Other	184,569			162,507
Customer deposits	91,921			90,393
Accumulated deferred income taxes	3,835			338
Interest accrued	39,826			42,072
Deferred fuel costs	—			30,392
Pension and other postretirement liabilities	10,135			10,255
System agreement cost equalization	17,000			17,000
Other	37,080			19,443
TOTAL	837,043			779,209

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,355,954			1,275,584
Accumulated deferred investment tax credits	66,059			67,347
Other regulatory liabilities	540,603			533,247
Decommissioning	491,255			479,086
Accumulated provisions	7,806			7,733
Pension and other postretirement liabilities	344,242			358,017
Long-term debt (includes securitization bonds of $154,518 as of June 30, 2014 and $164,965 as of December 31, 2013)	3,082,920			2,899,285
Other	80,104			75,233
TOTAL	5,968,943			5,695,532

Commitments and Contingencies

EQUITY
Preferred membership interests without sinking fund	100,000			100,000
Member's equity	2,875,067			2,885,287
Accumulated other comprehensive loss	(10,224		)	(9,635		)
TOTAL	2,964,843			2,975,652

TOTAL LIABILITIES AND EQUITY		$9,770,829			$9,450,393

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

			Common Equity
	Preferred Membership Interests		Member’s Equity			Accumulated Other Comprehensive Income (Loss)			Total
			(In Thousands)

Balance at December 31, 2012		$100,000		$3,016,628			($46,132	)		$3,070,496

Net income	—		106,753			—			106,753
Other comprehensive income	—		—			1,361			1,361
Distributions to parent	—		(20,601		)	—			(20,601		)
Distributions declared on common equity	—		(201,254		)	—			(201,254		)
Distributions declared on preferred membership interests	—		(3,475		)	—			(3,475		)

Balance at June 30, 2013		$100,000		$2,898,051			($44,771	)		$2,953,280


Balance at December 31, 2013		$100,000		$2,885,287			($9,635	)		$2,975,652

Net income	—		128,045			—			128,045
Other comprehensive loss	—		—			(589		)	(589		)
Contributions from parent	—		1,052			—			1,052
Distributions declared on common equity	—		(135,823		)	—			(135,823		)
Distributions declared on preferred membership interests	—		(3,494		)	—			(3,494		)

Balance at June 30, 2014		$100,000		$2,875,067			($10,224	)		$2,964,843

See Notes to Financial Statements.

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$196		$178		$18		10
Commercial	152		136		16			12
Industrial	274		234		40			17
Governmental	12		11		1			9
Total retail	634		559		75			13
Sales for resale:
Associated companies	51		31		20			65
Non-associated companies	10		—		10			—
Other	41		46		(5		)	(11	)
Total		$736		$636		$100		16

Billed Electric Energy Sales (GWh):
Residential	1,878		1,881		(3		)	—
Commercial	1,467		1,444		23			2
Industrial	4,238		4,210		28			1
Governmental	124		122		2			2
Total retail	7,707		7,657		50			1
Sales for resale:
Associated companies	848		408		440			108
Non-associated companies	17		10		7			70
Total	8,572		8,075		497			6


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$396		$365		$31		8
Commercial	282		270		12			4
Industrial	480		479		1			—
Governmental	23		23		—			—
Total retail	1,181		1,137		44			4
Sales for resale:
Associated companies	121		50		71			142
Non-associated companies	16		—		16			—
Other	42		55		(13		)	(24	)
Total		$1,360		$1,242		$118		10

Billed Electric Energy Sales (GWh):
Residential	4,291		3,883		408			11
Commercial	2,932		2,821		111			4
Industrial	8,279		8,412		(133		)	(2	)
Governmental	252		247		5			2
Total retail	15,754		15,363		391			3
Sales for resale:
Associated companies	2,066		617		1,449			235
Non-associated companies	97		17		80			471
Total	17,917		15,997		1,920			12

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ENTERGY MISSISSIPPI, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income increased $7.6 million primarily due to higher net revenue.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased $19.5 million primarily due to higher net revenue.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013



	Amount
	(In Millions)
2013 net revenue		$163.5
Retail electric price	12.3
Other	2.7
2014 net revenue		$178.5

The retail electric price variance is primarily due to a formula rate plan increase, as approved by the MPSC, effective September 2013 and an increase in the storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income. See Note 2 to the financial statements in the Form 10-K for a discussion of rate proceedings.

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

Gross operating revenues increased primarily due to:


•	an increase of $19.6 million in gross wholesale revenues due to the timing of receipt of System Agreement payments and an increase in sales to affiliated customers;


•	an increase of $11 million in fuel cost recovery revenues primarily due to higher fuel rates;


•	an increase of $7.1 million due to the formula rate plan increase, as discussed above;


•	an increase of $4.3 million primarily due to an increase in the storm damage rider, as discussed above; and


•	an increase of $3.8 million due to an increase in the power management rider, as approved by the MPSC, effective February 2014.

Fuel and purchased power expenses increased primarily due to an increase in purchased power as a result of planned plant outages, an increase in the average market price of purchased power, and an increase in deferred fuel

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Management's Financial Discussion and Analysis

expense due to the timing of receipt of System Agreement payments and credits to customers and higher fuel cost recovery revenues as compared to prior year. The increase was partially offset by a decrease in average cost of gas generation.

Other regulatory credits increased primarily due to the deferral, as approved by the MPSC, of non-fuel MISO-related charges. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013



	Amount
	(In Millions)
2013 net revenue		$305.2
Retail electric price	26.7
Volume/weather	4.2
Other	5.3
2014 net revenue		$341.4

The volume/weather variance is primarily due to an increase of 293 GWh, or 5%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales.

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

Gross operating revenues increased primarily due to:


•	an increase of $29.9 million in gross wholesale revenues due to an increase in sales to affiliated customers and the timing of receipt of System Agreement payments;


•	an increase of $26 million in fuel cost recovery revenues primarily due to higher fuel rates;


•	an increase of $15.4 million due to the formula rate plan increase, as discussed above;


•	an increase of $13.2 million due to an increase in the power management rider, as approved by the MPSC, effective February 2014;


•	the increase related to volume/weather, as discussed above; and


•	an increase of $8.6 million primarily due to an increase in the storm damage rider, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in purchased power as a result of planned plant outages and an increase in the average market price of purchased power. The increase was partially offset by a decrease in deferred fuel expenses primarily due to increased fuel and purchased power costs, partially offset by the timing of receipt of System Agreement payments and credits to customers.

Other regulatory credits decreased primarily due to increased recovery of costs associated with the power management recovery rider. There is no material effect on net income because the power management recovery rider

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is an exact recovery rider and any differences in revenues and expenses are deferred for future recovery. The decrease was partially offset by the deferral, as approved by the MPSC, of non-fuel MISO-related charges. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses decreased primarily due to a decrease of $2.2 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business and a decrease of $2.1 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs. The decrease was substantially offset by an increase of $2.9 million in storm damage accruals, as approved by the MPSC, effective October 2013, and an increase of $1.1 million due to administration fees in second quarter 2014 related to participation in the MISO RTO.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes in 2014 as compared to the same period in the prior year.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses decreased primarily due to:


•	a decrease of $6.1 million in fossil-fueled generation expenses resulting from a lower scope of work done during plant outages in 2014 as compared to the same period in 2013, partially offset by Baxter Wilson (Unit 1) repair activities in 2014, as discussed below;


•	a decrease of $3.3 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and

•

a decrease of $2.8 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.

The decrease was partially offset by an increase of $6.3 million in storm damage accruals, as approved by the MPSC, effective October 2013, and an increase of $2.4 million due to administration fees in 2014 related to participation in the MISO RTO.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes in 2014 as compared to the same period in the prior year and an increase in local franchise taxes due to higher revenues in 2014 as compared to the same period in the prior year.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

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Management's Financial Discussion and Analysis

Income Taxes

The effective income tax rate was 39.9% for the second quarter 2014 and 39.8% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and the six months ended June 30, 2014 versus the federal statutory rate of 35% were primarily due to state income taxes and certain book and tax differences related to utility plant items.

The effective income tax rate was 41.4% for the second quarter 2013 and 39.8% for the six months ended June 30, 2013. The difference in the effective income tax rate for the second quarter 2013 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items. The difference in the effective income tax rate for the six months ended June 30, 2013 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items, partially offset by the reversal of a portion of the provision for uncertain tax positions.

Baxter Wilson Plant Event

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$31			$52,970
Cash flow provided by (used in):
Operating activities	94,099			60,954
Investing activities	(76,313		)	(71,973		)
Financing activities	(942		)	(38,884		)
Net increase (decrease) in cash and cash equivalents	16,844			(49,903		)
Cash and cash equivalents at end of period		$16,875			$3,067

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Management's Financial Discussion and Analysis

Operating Activities

Net cash flow provided by operating activities increased $33.1 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	the timing of payments to vendors;


•	System Agreement bandwidth remedy payments of $11.3 million received in the second quarter 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period; and


•	an increase of $8.4 million in income tax refunds in the six months ended June 30, 2014 as compared to the six months ended June 30, 2013. The income tax refunds in 2014 were refunds of income taxes paid in accordance with intercompany state income tax sharing arrangements.

The increase was partially offset by an increase of $5.6 million in pension contributions in 2014 compared to the same period in 2013. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities increased $4.3 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to money pool activity, partially offset by a decrease in transmission construction expenditures as a result of decreased scope of work performed in 2014 and a decrease in fossil-fueled generation construction expenditures due to spending on the planned Baxter Wilson outage in 2013.

Increases in Entergy Mississippi’s receivable from the money pool are a use of cash flow, and Entergy Mississippi’s receivable from the money pool increased by $6.8 million for the six months ended June 30, 2014 compared to decreasing by $12.0 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities decreased $37.9 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	the issuance of $100 million of 3.75% Series first mortgage bonds in March 2014;


•	the payment, at maturity, of $100 million of 5.15% Series first mortgage bonds in February 2013;


•	the payment, prior to maturity, of $95 million of 4.95% Series first mortgage bonds in April 2014; and


•	borrowings of $70 million on Entergy Mississippi’s credit facilities in the six months ended June 30, 2013.

See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for more details on long-term debt.

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Entergy Mississippi, Inc.

Management's Financial Discussion and Analysis

Capital Structure

Entergy Mississippi’s capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio is due to an increase in common equity resulting from an increase in net income.



	June 30, 2014		December 31, 2013
Debt to capital	50.3	%	51.4%
Effect of subtracting cash	(0.4	%)	—%
Net debt to net capital	49.9	%	51.4%

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt, preferred stock without sinking fund, and common equity. Net capital consists of capital less cash and cash equivalents. Entergy Mississippi uses the debt to 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 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 because net debt indicates Entergy Mississippi’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

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

Following are the current amounts of Entergy Mississippi’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$55		$25		$35
Transmission	35		75		115
Distribution	110		100		95
Other	10		20		15
Total		$210		$220		$260

The updated capital plan for 2014-2016 reflects additional spending for 2014 storms and the Baxter Wilson unplanned outage event, transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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

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Management's Financial Discussion and Analysis

In May 2014, Entergy Mississippi renewed its three separate credit facilities through May 2015 and entered into a new $10 million credit facility that expires in May 2015. No borrowings were outstanding under the credit facilities as of June 30, 2014. See Note 4 to the financial statements herein for additional discussion of the credit facilities. In addition, Entergy Mississippi entered into an uncommitted letter of credit facility in 2013 as a means to post collateral to support its obligations under MISO. As of June 30, 2014, a $9.6 million letter of credit was outstanding under Entergy Mississippi’s letter of credit facility.

In March 2014, Entergy Mississippi issued $100 million of 3.75% Series first mortgage bonds due July 2024. Entergy Mississippi used the proceeds to pay, prior to maturity, its $95 million 4.95% Series first mortgage bonds due June 2018 and for general corporate purposes.

State and Local Rate Regulation and Fuel-Cost Recovery

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - State and Local Rate Regulation and Fuel-Cost Recovery" in the Form 10-K for a discussion of the formula rate plan and fuel and purchased power cost recovery.

Fuel and Purchased Power Recovery

Retail Rates

In August 2012 the MPSC opened inquiries to review whether the current formulaic methodology used to calculate the return on common equity in both Entergy Mississippi’s formula rate plan and Mississippi Power Company’s annual formula rate plan is still appropriate or can be improved to better serve the public interest. The intent of this inquiry and review was for informational purposes only; the evaluation of any recommendations for changes to the existing methodology would take place in a general rate case or in the existing formula rate plan docket. In March 2013 the Staff filed its consultant’s report which noted the return on common equity estimation methods used by Entergy Mississippi and Mississippi Power Company are commonly used throughout the electric utility industry. The report suggested ways in which the methods used by Entergy Mississippi and Mississippi Power Company

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might be improved, but did not recommend specific changes in the return on common equity formulas or calculations at that time. In June 2014 the MPSC expanded the scope of the August 2012 inquiry to study the merits of adopting a uniform formula rate plan that could be applied, where possible in whole or in part, to both Entergy Mississippi and Mississippi Power Company in order to achieve greater consistency in the plans. The MPSC directed the Public Utilities Staff to investigate and review Entergy Mississippi’s Formula Rate Plan Rider Schedule FRP-5 (Revised) and Mississippi Power Company’s Performance Evaluation Plan by considering the merits and deficiencies and possibilities for improvement of each and then to propose a uniform formula rate plan that, where possible, could be applicable to both companies. No procedural schedule has been set.

Federal Regulation

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

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

Critical Accounting Estimates

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

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ENTERGY MISSISSIPPI, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$370,638			$326,039			$718,834			$617,680

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	76,513			71,188			133,828			144,749
Purchased power	119,736			93,162			247,788			178,074
Other operation and maintenance	69,342			69,609			124,700			127,559
Taxes other than income taxes	21,733			20,227			44,000			40,114
Depreciation and amortization	28,394			26,900			56,505			53,551
Other regulatory credits - net	(4,143		)	(1,856		)	(4,182		)	(10,299		)
TOTAL	311,575			279,230			602,639			533,748

OPERATING INCOME	59,063			46,809			116,195			83,932

OTHER INCOME
Allowance for equity funds used during construction	414			713			849			1,446
Interest and investment income	326			187			664			326
Miscellaneous - net	(1,414		)	(976		)	(2,253		)	(1,834		)
TOTAL	(674		)	(76		)	(740		)	(62		)

INTEREST EXPENSE
Interest expense	14,396			14,875			28,824			30,168
Allowance for borrowed funds used during construction	(214		)	(471		)	(442		)	(926		)
TOTAL	14,182			14,404			28,382			29,242

INCOME BEFORE INCOME TAXES	44,207			32,329			87,073			54,628

Income taxes	17,643			13,375			34,670			21,740

NET INCOME	26,564			18,954			52,403			32,888

Preferred dividend requirements and other	707			707			1,414			1,414

EARNINGS APPLICABLE TO COMMON STOCK		$25,857			$18,247			$50,989			$31,474

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$52,403			$32,888
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	56,505			53,551
Deferred income taxes, investment tax credits, and non-current taxes accrued	7,510			17,319
Changes in assets and liabilities:
Receivables	(9,741		)	(34,538		)
Fuel inventory	4,379			(1,930		)
Accounts payable	3,744			26,511
Taxes accrued	7,321			(24,786		)
Interest accrued	1,318			2,283
Deferred fuel costs	(16,537		)	(5,751		)
Other working capital accounts	(1,672		)	(1,030		)
Provisions for estimated losses	4,908			9
Other regulatory assets	(2,807		)	(1,889		)
Pension and other postretirement liabilities	(12,798		)	(2,179		)
Other assets and liabilities	(434		)	496
Net cash flow provided by operating activities	94,099			60,954

INVESTING ACTIVITIES
Construction expenditures	(70,364		)	(85,436		)
Allowance for equity funds used during construction	849			1,446
Changes in money pool receivable - net	(6,796		)	12,023
Other	(2		)	(6		)
Net cash flow used in investing activities	(76,313		)	(71,973		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	99,008			—
Retirement of long-term debt	(95,000		)	(100,000		)
Changes in credit borrowing, net	—			70,000
Change in money pool payable - net	(3,536		)	—
Dividends paid:
Common stock	—			(7,400		)
Preferred stock	(1,414		)	(1,414		)
Other	—			(70		)
Net cash flow used in financing activities	(942		)	(38,884		)

Net increase (decrease) in cash and cash equivalents	16,844			(49,903		)
Cash and cash equivalents at beginning of period	31			52,970
Cash and cash equivalents at end of period		$16,875			$3,067

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized		$26,142			$26,492
Income taxes		($9,440	)		($1,008	)

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$1,163			$22
Temporary cash investments	15,712			9
Total cash and cash equivalents	16,875			31
Accounts receivable:
Customer	77,220			76,534
Allowance for doubtful accounts	(939		)	(906		)
Associated companies	27,353			13,794
Other	7,586			9,117
Accrued unbilled revenues	48,633			44,777
Total accounts receivable	159,853			143,316
Deferred fuel costs	54,594			38,057
Fuel inventory - at average cost	44,520			48,899
Materials and supplies - at average cost	41,397			40,849
System agreement cost equalization	15,000			15,000
Prepayments and other	19,457			4,813
TOTAL	351,696			290,965

OTHER PROPERTY AND INVESTMENTS
Non-utility property - at cost (less accumulated depreciation)	4,656			4,670
Escrow accounts	41,797			51,795
TOTAL	46,453			56,465

UTILITY PLANT
Electric	3,933,368			3,875,737
Property under capital lease	4,769			5,329
Construction work in progress	39,163			37,316
TOTAL UTILITY PLANT	3,977,300			3,918,382
Less - accumulated depreciation and amortization	1,462,607			1,413,484
UTILITY PLANT - NET	2,514,693			2,504,898

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	57,492			58,716
Other regulatory assets	322,493			318,462
Other	21,411			20,819
TOTAL	401,396			397,997

TOTAL ASSETS		$3,314,238			$3,250,325

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT LIABILITIES
Accounts payable:
Associated companies		$56,212			$74,144
Other	68,120			52,129
Customer deposits	75,618			74,211
Taxes accrued	60,568			53,247
Accumulated deferred income taxes	37,045			15,413
Interest accrued	21,701			20,383
Other	21,180			19,021
TOTAL	340,444			308,548

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	730,051			746,939
Accumulated deferred investment tax credits	9,222			8,530
Obligations under capital lease	3,576			4,185
Other regulatory liabilities	2,667			2,509
Asset retirement cost liabilities	6,591			6,401
Accumulated provisions	40,582			35,674
Pension and other postretirement liabilities	53,926			66,722
Long-term debt	1,058,775			1,053,670
Other	15,457			15,189
TOTAL	1,920,847			1,939,819

Commitments and Contingencies

Preferred stock without sinking fund	50,381			50,381

COMMON EQUITY
Common stock, no par value, authorized 12,000,000 shares; issued and outstanding 8,666,357 shares in 2014 and 2013	199,326			199,326
Capital stock expense and other	(690		)	(690		)
Retained earnings	803,930			752,941
TOTAL	1,002,566			951,577

TOTAL LIABILITIES AND EQUITY		$3,314,238			$3,250,325

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Common Equity
	Common Stock		Capital Stock Expense and Other			Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2012		$199,326		($690	)		$681,010			$879,646

Net income	—		—			32,888			32,888
Common stock dividends	—		—			(7,400		)	(7,400		)
Preferred stock dividends	—		—			(1,414		)	(1,414		)

Balance at June 30, 2013		$199,326		($690	)		$705,084			$903,720


Balance at December 31, 2013		$199,326		($690	)		$752,941			$951,577

Net income	—		—			52,403			52,403
Preferred stock dividends	—		—			(1,414		)	(1,414		)

Balance at June 30, 2014		$199,326		($690	)		$803,930			$1,002,566

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$118		$110		$8		7
Commercial	110		99		11			11
Industrial	42		36		6			17
Governmental	11		10		1			10
Total retail	281		255		26			10
Sales for resale:
Associated companies	56		33		23			70
Non-associated companies	3		6		(3		)	(50	)
Other	31		32		(1		)	(3	)
Total		$371		$326		$45		14

Billed Electric Energy Sales (GWh):
Residential	1,133		1,149		(16		)	(1	)
Commercial	1,127		1,108		19			2
Industrial	562		531		31			6
Governmental	99		96		3			3
Total retail	2,921		2,884		37			1
Sales for resale:
Associated companies	795		538		257			48
Non-associated companies	41		75		(34		)	(45	)
Total	3,757		3,497		260			7


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$272		$234		$38		16
Commercial	219		195		24			12
Industrial	80		72		8			11
Governmental	22		20		2			10
Total retail	593		521		72			14
Sales for resale:
Associated companies	84		49		35			71
Non-associated companies	7		11		(4		)	(36	)
Other	35		37		(2		)	(5	)
Total		$719		$618		$101		16

Billed Electric Energy Sales (GWh):
Residential	2,710		2,509		201			8
Commercial	2,256		2,199		57			3
Industrial	1,090		1,063		27			3
Governmental	198		190		8			4
Total retail	6,254		5,961		293			5
Sales for resale:
Associated companies	1,150		775		375			48
Non-associated companies	76		119		(43		)	(36	)
Total	7,480		6,855		625			9

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ENTERGY NEW ORLEANS, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income increased $5.8 million primarily due to lower other operation and maintenance expenses.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased $12.8 million primarily due to lower other operation and maintenance expenses and higher net revenue.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013

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 changes in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$61.8
Other	0.5
2014 net revenue		$62.3

Gross operating revenues and fuel expenses

Gross operating revenues increased primarily due to an increase of $23.1 million in gross wholesale revenue primarily due to increased sales to affiliate customers.

Fuel expenses increased primarily due to an increase in gas-fired generation as a result of a prior year outage and an increase in the average market price of natural gas.

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Entergy New Orleans, Inc.

Management's Financial Discussion and Analysis

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013



	Amount
	(In Millions)
2013 net revenue		$119.0
Net gas revenue	4.1
Volume/weather	3.5
Other	1.7
2014 net revenue		$128.3

The net gas revenue variance is primarily due to the effect of more favorable weather primarily in the residential and commercial sectors in 2014 as compared to the same period in prior year.

The volume/weather variance is primarily due to an increase of 140 GWh, or 6%, in billed electricity usage, primarily in the residential sector, due to the effect of more favorable weather in 2014 as compared to the same period in prior year.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:


•	an increase of $40.1 million in gross wholesale revenue primarily due to increased sales to affiliate customers;


•	an increase of $10.2 million in gas fuel cost recovery revenues due to higher fuel rates;


•	an increase of $7.4 million in electric fuel cost recovery revenues due to an increase in volume; and


•	the increase related to volume/weather, as discussed above.

Entergy New Orleans’s fuel and purchased power recovery mechanism is discussed in Note 2 to the financial statements in the Form 10-K.

Fuel and purchased power expenses increased primarily due to:


•	an increase in the average market prices of natural gas and purchased power;


•	an increase in gas-fired generation as a result of a prior year outage; and


•	an increase in gas purchased for resale as a result of an increase in price and volume.

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses decreased primarily due to a decrease of $8.2 million in fossil-fueled generation expenses due to an overall lower scope of work done during plant outages as compared to prior year.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses decreased primarily due to a decrease of $10.6 million in fossil-fueled generation expenses due to an overall lower scope of work done during plant outages as compared to prior year.

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Entergy New Orleans, Inc.

Management's Financial Discussion and Analysis

Income Taxes

The effective income tax rate was 33.9% for the second quarter 2014 and 32.6% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and the six months ended June 30, 2014 versus the federal statutory rate of 35% were primarily due to flow-through tax accounting, partially offset by state income taxes and certain book and tax differences related to utility plant items.

The effective income tax rate was (119.9%) for the second quarter 2013 and (46.3%) for the six months ended June 30, 2013. The differences in the effective income tax rates for the second quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% were primarily due to flow-through tax accounting and book and tax differences related to the allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items and state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$33,489			$9,391
Cash flow provided by (used in):
Operating activities	15,802			23,944
Investing activities	(32,106		)	(103,326		)
Financing activities	(513		)	98,487
Net increase (decrease) in cash and cash equivalents	(16,817		)	19,105
Cash and cash equivalents at end of period		$16,672			$28,496

Operating Activities

Net cash flow provided by operating activities decreased $8.1 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to the payment of calendar year 2012 System Agreement bandwidth remedy receipts of $15 million to the City of New Orleans in June 2014 for use in the streetlight conversion program, as directed by the City Council. The decrease in cash flow was partially offset by the timing of collection of receivables from customers.

Investing Activities

Net cash flow used in investing activities decreased $71.2 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	money pool activity;


•	a decrease in fossil-fueled generation construction expenditures due to spending in 2013 on various projects; and


•	a decrease in transmission construction expenditures as a result of decreased scope of work in 2014.

Increases in Entergy New Orleans’s receivable from the money pool are a use of cash flow, and Entergy New Orleans’s receivable from the money pool increased $2.0 million for the six months ended June 30, 2014 compared to increasing $63.7 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

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Entergy New Orleans, Inc.

Management's Financial Discussion and Analysis

Financing Activities

Entergy New Orleans’s financing activities used $0.5 million of cash for the six months ended June 30, 2014 compared to providing $98.5 million of cash for the six months ended June 30, 2013 primarily due to the issuance of $100 million of 3.9% Series first mortgage bonds in June 2013. See Note 5 to the financial statements in the Form 10-K.

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	48.5	%	50.0	%
Effect of subtracting cash	(2.0	%)	(4.0	%)
Net debt to net capital	46.5	%	46.0	%

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings 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 New Orleans uses the debt to 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 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 because net debt indicates Entergy New Orleans’s outstanding debt position that could not be readily satisfied by cash and cash equivalents.

Uses and Sources of Capital

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

Following are the current amounts of Entergy New Orleans’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Transmission		$15		$20		$15
Distribution	35		30		25
Other	25		25		25
Total		$75		$75		$65

The updated capital plan for 2014-2016 reflects additional spending for potential new generation resource requirements, transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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Entergy New Orleans, Inc.

Management's Financial Discussion and Analysis

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

Entergy New Orleans has a credit facility in the amount of $25 million scheduled to expire in November 2014. No borrowings were outstanding under the facility as of June 30, 2014. See Note 4 to the financial statements herein for additional discussion of the credit facility. In addition, Entergy New Orleans entered into an uncommitted letter of credit facility as a means to post collateral to support its obligations under MISO. As of June 30, 2014, a $3.3 million letter of credit was outstanding under Entergy New Orleans’s letter of credit facility.

Entergy New Orleans has obtained short-term borrowing authorization from the FERC under which it may borrow through October 2015, 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 for Entergy New Orleans are limited to amounts authorized by the City Council, and the current authorization extends through July 2016.

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

State and Local Rate Regulation

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

Storm Cost Recovery Filings with Retail Regulators

As discussed in "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Liquidity and Capital Resources - Hurricane Isaac" in the Form 10-K, total restoration costs for the repair and replacement of Entergy New Orleans’s electric facilities damaged by Hurricane Isaac were $47.3 million. Entergy New Orleans withdrew $17.4 million from the storm reserve escrow account to partially offset these costs. In February 2014, Entergy New Orleans made a filing with the City Council seeking certification of the Hurricane Isaac costs. In July 2014 the City Council adopted a procedural schedule that provides for hearings on the merits in September 2015.

Federal Regulation

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

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

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Entergy New Orleans, Inc.

Management's Financial Discussion and Analysis

Critical Accounting Estimates

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

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ENTERGY NEW ORLEANS, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$147,941			$121,426			$288,168			$235,389
Natural gas	22,048			21,415			68,388			53,918
TOTAL	169,989			142,841			356,556			289,307

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	43,704			12,586			94,866			41,449
Purchased power	63,758			68,164			132,903			128,323
Other operation and maintenance	28,240			37,134			56,371			68,367
Taxes other than income taxes	11,479			11,522			24,614			23,768
Depreciation and amortization	9,741			9,559			19,206			19,002
Other regulatory charges - net	205			249			453			499
TOTAL	157,127			139,214			328,413			281,408

OPERATING INCOME	12,862			3,627			28,143			7,899

OTHER INCOME
Allowance for equity funds used during construction	205			263			560			433
Interest and investment income	21			23			38			44
Miscellaneous - net	(237		)	(328		)	(584		)	(644		)
TOTAL	(11		)	(42		)	14			(167		)

INTEREST EXPENSE
Interest expense	3,303			3,448			6,665			6,651
Allowance for borrowed funds used during construction	(101		)	(135		)	(274		)	(221		)
TOTAL	3,202			3,313			6,391			6,430

INCOME BEFORE INCOME TAXES	9,649			272			21,766			1,302

Income taxes	3,275			(326		)	7,098			(603		)

NET INCOME	6,374			598			14,668			1,905

Preferred dividend requirements and other	241			241			482			482

EARNINGS APPLICABLE TO COMMON STOCK		$6,133			$357			$14,186			$1,423

See Notes to Financial Statements.

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ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$14,668			$1,905
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	19,206			19,002
Deferred income taxes, investment tax credits, and non-current taxes accrued	7,517			(12,061		)
Changes in assets and liabilities:
Receivables	4,023			(1,942		)
Fuel inventory	1,931			420
Accounts payable	(8,262		)	2,790
Prepaid taxes and taxes accrued	330			(1,047		)
Interest accrued	(484		)	(219		)
Deferred fuel costs	(16,496		)	959
Other working capital accounts	(10,652		)	(4,557		)
Provisions for estimated losses	5,805			(4,250		)
Other regulatory assets	2,491			12,461
Pension and other postretirement liabilities	(6,333		)	(1,086		)
Other assets and liabilities	2,058			11,569
Net cash flow provided by operating activities	15,802			23,944

INVESTING ACTIVITIES
Construction expenditures	(27,016		)	(44,018		)
Allowance for equity funds used during construction	560			433
Change in money pool receivable - net	(2,035		)	(63,683		)
Receipts from storm reserve escrow account	—			7,749
Payments to storm reserve escrow account	(3,615		)	(3,807		)
Net cash flow used in investing activities	(32,106		)	(103,326		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			99,024
Dividends paid:
Preferred stock	(482		)	(482		)
Other	(31		)	(55		)
Net cash flow provided by (used in) financing activities	(513		)	98,487

Net increase (decrease) in cash and cash equivalents	(16,817		)	19,105
Cash and cash equivalents at beginning of period	33,489			9,391
Cash and cash equivalents at end of period		$16,672			$28,496

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$6,694			$6,254
Income taxes		$—			$425

See Notes to Financial Statements.

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ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents
Cash		$1,023			$317
Temporary cash investments	15,649			33,172
Total cash and cash equivalents	16,672			33,489
Accounts receivable:
Customer	40,252			38,872
Allowance for doubtful accounts	(351		)	(974		)
Associated companies	32,083			32,273
Other	1,256			2,667
Accrued unbilled revenues	16,355			18,745
Total accounts receivable	89,595			91,583
Accumulated deferred income taxes	11,459			12,018
Fuel inventory - at average cost	1,068			2,999
Materials and supplies - at average cost	12,027			11,696
Prepayments and other	19,265			4,178
TOTAL	150,086			155,963

OTHER PROPERTY AND INVESTMENTS
Non-utility property at cost (less accumulated depreciation)	1,016			1,016
Storm reserve escrow account	14,128			10,513
TOTAL	15,144			11,529

UTILITY PLANT
Electric	922,637			889,629
Natural gas	223,834			222,463
Construction work in progress	12,757			29,312
TOTAL UTILITY PLANT	1,159,228			1,141,404
Less - accumulated depreciation and amortization	581,801			566,948
UTILITY PLANT - NET	577,427			574,456

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	1,106			—
Deferred fuel costs	4,080			4,080
Other regulatory assets	133,594			137,191
Other	6,004			5,577
TOTAL	144,784			146,848

TOTAL ASSETS		$887,441			$888,796

See Notes to Financial Statements.

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ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT LIABILITIES
Accounts payable:
Associated companies		$25,669		$36,193
Other	28,707		27,840
Customer deposits	23,680		22,959
Taxes accrued	1,839		1,509
Interest accrued	3,114		3,598
Deferred fuel costs	6,649		23,145
System agreement cost equalization	14,851		17,040
Other	10,621		4,387
TOTAL CURRENT LIABILITIES	115,130		136,671

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	193,905		183,636
Accumulated deferred investment tax credits	973		1,082
Regulatory liability for income taxes - net	—		2,495
Other regulatory liabilities	27,554		26,361
Asset retirement cost liabilities	2,427		2,347
Accumulated provisions	20,805		15,000
Pension and other postretirement liabilities	26,164		32,497
Long-term debt	225,902		225,944
Gas system rebuild insurance proceeds	28,129		32,760
Other	6,203		3,940
TOTAL NON-CURRENT LIABILITIES	532,062		526,062

Commitments and Contingencies

Preferred stock without sinking fund	19,780		19,780

COMMON EQUITY
Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares in 2014 and 2013	33,744		33,744
Paid-in capital	36,294		36,294
Retained earnings	150,431		136,245
TOTAL	220,469		206,283

TOTAL LIABILITIES AND EQUITY		$887,441		$888,796

See Notes to Financial Statements.

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ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Common Equity
	Common Stock		Paid-in Capital		Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2012		$33,744		$36,294		$125,527			$195,565

Net income	—		—		1,905			1,905
Preferred stock dividends	—		—		(482		)	(482		)

Balance at June 30, 2013		$33,744		$36,294		$126,950			$196,988


Balance at December 31, 2013		$33,744		$36,294		$136,245			$206,283

Net income	—		—		14,668			14,668
Preferred stock dividends	—		—		(482		)	(482		)

Balance at June 30, 2014		$33,744		$36,294		$150,431			$220,469

See Notes to Financial Statements.

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ENTERGY NEW ORLEANS, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$43		$43		$—		—
Commercial	45		43		2			5
Industrial	9		8		1			13
Governmental	16		16		—			—
Total retail	113		110		3			3
Sales for resale:
Associated companies	27		4		23			575
Non-associated companies	1		—		1			—
Other	7		7		—			—
Total		$148		$121		$27		22

Billed Electric Energy Sales (GWh):
Residential	394		393		1			—
Commercial	491		475		16			3
Industrial	114		116		(2		)	(2	)
Governmental	181		182		(1		)	(1	)
Total retail	1,180		1,166		14			1
Sales for resale:
Associated companies	433		70		363			519
Non-associated companies	1		1		—			—
Total	1,614		1,237		377			30


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$97		$88		$9		10
Commercial	88		85		3			4
Industrial	17		16		1			6
Governmental	31		32		(1		)	(3	)
Total retail	233		221		12			5
Sales for resale:
Associated companies	45		8		37			463
Non associated companies	4		—		4			—
Other	6		6		—			—
Total		$288		$235		$53		23

Billed Electric Energy Sales (GWh):
Residential	935		825		110			13
Commercial	963		926		37			4
Industrial	220		219		1			—
Governmental	356		364		(8		)	(2	)
Total retail	2,474		2,334		140			6
Sales for resale:
Associated companies	700		156		544			349
Non-associated companies	11		2		9			450
Total	3,185		2,492		693			28

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ENTERGY TEXAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2014 Compared to Second Quarter 2013

Net income increased $7.6 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by higher taxes other than income taxes.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income increased $19.9 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by higher taxes other than income taxes and higher depreciation and amortization expenses.

Net Revenue

Second Quarter 2014 Compared to Second Quarter 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the second quarter 2014 to the second quarter 2013:



	Amount
	(In Millions)
2013 net revenue		$144.3
Purchased power capacity	13.0
Retail electric price	6.1
Transmission revenue	(3.8		)
Net wholesale revenue	(5.0		)
Reserve equalization	(6.2		)
Other	5.8
2014 net revenue		$154.2

The purchased power capacity variance is primarily due to a decrease in expenses due to contract changes.

The retail electric price variance is primarily due to an annual base rate increase of $18.5 million, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case. See Note 2 to the financial statements herein for further discussion of the rate case.

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The net wholesale revenue variance is primarily due to contract changes for municipals and co-op customers.

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Management's Financial Discussion and Analysis

The reserve equalization variance is primarily due to increased reserve equalization expense as a result of the changes in the Entergy System generation mix compared to the same period in 2013.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $43.9 million in fuel cost recovery revenues primarily due to higher fuel rates, partially offset by a decrease in gross wholesale revenues as a result of a decrease in sales to affiliated customers and contract changes for municipals and co-ops customers.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power and a shift from purchased power to higher-priced gas-fired generation.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the six months ended June 30, 2014 to the six months ended June 30, 2013:



	Amount
	(In Millions)
2013 net revenue		$265.1
Purchased power capacity	22.7
Volume/weather	15.3
Retail electric price	7.0
Transmission revenue	(5.3		)
Reserve equalization	(10.8		)
Net wholesale revenue	(11.8		)
Other	7.3
2014 net revenue		$289.5

The purchased power capacity variance is primarily due to a decrease in expenses due to contract changes.

The volume/weather variance is primarily due to an increase of 962 GWh, or 13%, in billed electricity usage, including the effect of favorable weather on residential sales and increased industrial usage primarily in the petroleum industry.

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The reserve equalization variance is primarily due to increased reserve equalization expense as a result of the changes in the Entergy System generation mix compared to the same period in 2013.

The net wholesale revenue variance is primarily due to contract changes for municipals and co-op customers.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $157.2 million in fuel cost recovery revenues primarily due to higher fuel rates and the increase related to volume/weather, as discussed above, partially offset by a

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Management's Financial Discussion and Analysis

decrease in gross wholesale revenues as a result of a decrease in sales to affiliated customers and contract changes for municipals and co-ops customers.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power, a shift from purchased power to higher-priced gas-fired generation, and an increase in deferred fuel expenses due to interim fuel refunds in 2013, partially offset by a decrease in recovery of fuel costs.

Other Income Statement Variances

Second Quarter 2014 Compared to Second Quarter 2013

Other operation and maintenance expenses decreased primarily due to:


•	a decrease of $3.3 million in fossil-fueled generation expenses resulting from an overall lower scope of work done compared to prior year;


•	a decrease of $2.6 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;

•

a decrease of $2.3 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and


•	a decrease of $1.2 million in contract work relating primarily to vegetation maintenance.

Taxes other than income taxes increased primarily due to an increase in local franchise taxes resulting from higher gross receipts. Franchise taxes have no effect on net income as these taxes are recovered through the franchise tax rider.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Other operation and maintenance expenses decreased primarily due to:


•	a decrease of $5.8 million in fossil-fueled generation expenses resulting from an overall lower scope of work done compared to prior year;


•	a decrease of $4 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;

•

a decrease of $3.1 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and


•	a decrease of $1.4 million in contract work relating primarily to vegetation maintenance.

Taxes other than income taxes increased primarily due to a reduction in the provision recorded for sales and use taxes in 2013 and an increase in local franchise taxes resulting from higher gross receipts. Franchise taxes have no effect on net income as these taxes are recovered through the franchise tax rider.

Income Taxes

The effective income tax rate was 39.2% for the second quarter 2014 and 39.2% for the six months ended June 30, 2014. The differences in the effective income tax rates for the second quarter 2014 and for the six months ended

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Entergy Texas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

June 30, 2014 versus the federal statutory rate of 35% were primarily due to certain book and tax differences related to utility plant items and state income taxes.

The effective income tax rate was 40.1% for the second quarter 2013 and 46.5% for the six months ended June 30, 2013. The differences in the effective income tax rates for the second quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% were primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to the allowance for equity funds used during construction.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$46,488			$60,236
Cash flow provided by (used in):
Operating activities	128,331			93,516
Investing activities	(72,936		)	(101,881		)
Financing activities	(89,561		)	(33,319		)
Net decrease in cash and cash equivalents	(34,166		)	(41,684		)
Cash and cash equivalents at end of period		$12,322			$18,552

Operating Activities

Net cash flow provided by operating activities increased $34.8 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to:


•	$86.1 million of fuel cost refunds in the first quarter 2013. See Note 2 to the financial statements in the Form 10-K for discussion of the fuel cost refunds;


•	System Agreement bandwidth remedy payments of $48.6 million received in the second quarter 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period; and


•	the remaining $9.5 million of System Agreement bandwidth remedy receipts resulting from FERC’s October 2011 order for the period June - December 2005 were credited to Entergy Texas customers in the first quarter 2013.

The increase was substantially offset by income tax payments of $2.6 million for the six months ended June 30, 2014 compared to income tax refunds of $94.2 million for the six months ended June 30, 2013. Entergy Texas had income tax refunds in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The refunds resulted from the utilization of Entergy Texas’s taxable losses against taxable income of other members of the Entergy consolidated group.

See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement proceedings.

Investing Activities

Net cash flow used in investing activities decreased $28.9 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to money pool activity and lower fossil-fueled generation construction expenditures due to a greater scope of projects in 2013.

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Entergy Texas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

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 $1.6 million for the six months ended June 30, 2014 compared to increasing by $21.1 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce Entergy’s subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities increased $56.2 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to $40 million in common stock dividends paid in 2014. Entergy Texas issued $135 million of 5.625% Series first mortgage bonds in May 2014 and retired $150 million of 7.875% Series first mortgage bonds in June 2014. See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for more details on long-term debt.

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	63.2	%	63.7	%
Effect of excluding the securitization bonds	(12.2	%)	(12.6	%)
Debt to capital, excluding securitization bonds (a)	51.0	%	51.1	%
Effect of subtracting cash	(0.4	%)	(1.3	%)
Net debt to net capital, excluding securitization bonds (a)	50.6	%	49.8	%


(a)	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 long-term debt, including the currently maturing portion. Capital consists of debt and common equity. Net capital consists of capital less cash and cash equivalents. Entergy Texas uses the debt to capital ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Texas’s financial condition because the securitization bonds are non-recourse to Entergy Texas, as more fully described in Note 5 to the financial statements in the Form 10-K. Entergy Texas also uses the net debt to net capital ratio excluding securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Texas’s financial condition because net debt indicates Entergy Texas’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Texas’s uses and sources of capital.

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Entergy Texas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Following are the current amounts of Entergy Texas’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$55		$25		$45
Transmission	65		135		135
Distribution	85		80		90
Other	10		30		20
Total		$215		$270		$290

The updated capital plan for 2014-2016 reflects spending for potential new generation resource requirements, transmission to support economic development through 2016 and reliability as well as other capital plan refinements.

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

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

Entergy Texas has a credit facility in the amount of $150 million scheduled to expire in March 2019. The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2014, there were no cash borrowings and $23.3 million of letters of credit outstanding under the credit facility. See Note 4 to the financial statements herein for additional discussion of the credit facility.

State and Local Rate Regulation and Fuel-Cost Recovery

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

Filings with the PUCT

2013 Rate Case

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Entergy Texas, Inc. and Subsidiaries

Management's Financial Discussion and Analysis

Texas filed an Agreed Motion for Interim Rates. The motion explained that the parties to this proceeding have agreed that Entergy Texas should be allowed to implement new rates reflecting an $18.5 million base rate increase, effective for usage on and after April 1, 2014, as well as recovery of charges for rough production cost equalization and rate case expenses. In March 2014 the State Office of Administrative Hearings, the body assigned to hear the case, approved the motion. In April 2014, Entergy Texas filed a unanimous stipulation in this case. Among other things, the stipulation provides for an $18.5 million base rate increase, recovery over three years of the calendar year 2012 rough production cost equalization charges and rate case expenses, and states a 9.8% return on common equity. In addition, the stipulation finalizes the fuel and purchased power reconciliation covering the period July 2011 through March 2013, with the parties stipulating an immaterial fuel disallowance. No special circumstances recovery of purchased power capacity costs was allowed. In April 2014 the State Office of Administrative Hearings remanded the case back to the PUCT for final processing. In May 2014 the PUCT approved the stipulation. No motions for rehearing were filed during the statutory rehearing period.

Federal Regulation

Industrial and Commercial Customers

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Industrial and Commercial Customers" in the Form 10-K for a discussion of industrial and commercial customers.

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

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

Critical Accounting Estimates

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

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$482,932			$455,100			$923,188			$761,273

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	89,258			60,044			140,226			33,944
Purchased power	223,213			234,228			458,039			426,947
Other operation and maintenance	58,979			67,177			110,189			123,667
Taxes other than income taxes	17,260			15,051			33,758			29,701
Depreciation and amortization	24,842			23,712			49,357			47,072
Other regulatory charges - net	16,222			16,533			35,405			35,310
TOTAL	429,774			416,745			826,974			696,641

OPERATING INCOME	53,158			38,355			96,214			64,632

OTHER INCOME
Allowance for equity funds used during construction	611			1,910			1,456			2,669
Interest and investment income	172			339			475			686
Miscellaneous - net	(876		)	(485		)	(1,340		)	(1,343		)
TOTAL	(93		)	1,764			591			2,012

INTEREST EXPENSE
Interest expense	22,948			23,151			45,609			46,332
Allowance for borrowed funds used during construction	(426		)	(1,331		)	(1,015		)	(1,886		)
TOTAL	22,522			21,820			44,594			44,446

INCOME BEFORE INCOME TAXES	30,543			18,299			52,211			22,198

Income taxes	11,958			7,346			20,461			10,323

NET INCOME		$18,585			$10,953			$31,750			$11,875

See Notes to Financial Statements.

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$31,750			$11,875
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	49,357			47,072
Deferred income taxes, investment tax credits, and non-current taxes accrued	(52,824		)	(28,187		)
Changes in assets and liabilities:
Receivables	(34,427		)	(43,776		)
Fuel inventory	(1,025		)	(4,337		)
Accounts payable	20,243			36,679
Taxes accrued and prepaid taxes	61,678			120,352
Interest accrued	(499		)	(394		)
Deferred fuel costs	3,803			(93,518		)
Other working capital accounts	(8,354		)	4,387
Provisions for estimated losses	75			2,124
Other regulatory assets	42,842			46,800
Pension and other postretirement liabilities	(10,992		)	(4,303		)
Other assets and liabilities	26,704			(1,258		)
Net cash flow provided by operating activities	128,331			93,516

INVESTING ACTIVITIES
Construction expenditures	(82,352		)	(92,149		)
Allowance for equity funds used during construction	1,461			2,669
Change in money pool receivable - net	1,616			(21,118		)
Changes in securitization account	6,339			8,717
Net cash flow used in investing activities	(72,936		)	(101,881		)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	131,436			—
Retirement of long-term debt	(184,343		)	(33,157		)
Dividends paid:
Common stock	(40,000		)	—
Other	3,346			(162		)
Net cash flow used in financing activities	(89,561		)	(33,319		)

Net decrease in cash and cash equivalents	(34,166		)	(41,684		)
Cash and cash equivalents at beginning of period	46,488			60,236
Cash and cash equivalents at end of period		$12,322			$18,552

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized		$44,178			$44,663
Income taxes		$2,572			($94,189	)

See Notes to Financial Statements.

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014			2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$1,499			$2,432
Temporary cash investments	10,823			44,056
Total cash and cash equivalents	12,322			46,488
Securitization recovery trust account	31,172			37,511
Accounts receivable:
Customer	78,395			76,957
Allowance for doubtful accounts	(559		)	(443		)
Associated companies	107,570			76,494
Other	10,339			10,897
Accrued unbilled revenues	44,038			43,067
Total accounts receivable	239,783			206,972
Fuel inventory - at average cost	56,360			55,335
Materials and supplies - at average cost	34,359			34,068
System agreement cost equalization	13,851			16,040
Prepaid taxes	—			55,635
Prepayments and other	59,196			34,458
TOTAL	447,043			486,507

OTHER PROPERTY AND INVESTMENTS
Investments in affiliates - at equity	669			687
Non-utility property - at cost (less accumulated depreciation)	376			376
Other	18,799			18,161
TOTAL	19,844			19,224

UTILITY PLANT
Electric	3,692,693			3,616,061
Construction work in progress	84,539			94,743
TOTAL UTILITY PLANT	3,777,232			3,710,804
Less - accumulated depreciation and amortization	1,423,219			1,387,303
UTILITY PLANT - NET	2,354,013			2,323,501

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	127,338			129,069
Other regulatory assets (includes securitization property of $555,466 as of June 30, 2014 and $585,152 as of December 31, 2013)	878,123			919,234
Long-term receivables - associated companies	26,961			27,900
Other	15,869			16,425
TOTAL	1,048,291			1,092,628

TOTAL ASSETS		$3,869,191			$3,921,860

See Notes to Financial Statements.

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$200,000		$—
Accounts payable:
Associated companies	119,856		112,309
Other	82,910		73,682
Customer deposits	41,460		38,721
Taxes accrued	6,043		—
Accumulated deferred income taxes	26,366		33,847
Interest accrued	30,747		31,246
Deferred fuel costs	7,896		4,093
Pension and other postretirement liabilities	743		786
System agreement cost equalization	12,000		12,000
Other	35,237		23,490
TOTAL	563,258		330,174

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	975,599		1,022,955
Accumulated deferred investment tax credits	15,433		16,147
Other regulatory liabilities	22,720		5,194
Asset retirement cost liabilities	4,477		4,349
Accumulated provisions	9,154		9,079
Pension and other postretirement liabilities	40,304		51,253
Long-term debt (includes securitization bonds of $594,755 as of June 30, 2014 and $629,087 as of December 31, 2013)	1,307,817		1,556,939
Other	51,652		38,743
TOTAL	2,427,156		2,704,659

Commitments and Contingencies

COMMON EQUITY
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 46,525,000 shares in 2014 and 2013	49,452		49,452
Paid-in capital	481,994		481,994
Retained earnings	347,331		355,581
TOTAL	878,777		887,027

TOTAL LIABILITIES AND EQUITY		$3,869,191		$3,921,860

See Notes to Financial Statements.

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Common Equity
	Common Stock		Paid-in Capital		Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2012		$49,452		$481,994		$322,700			$854,146

Net income	—		—		11,875			11,875

Balance at June 30, 2013		$49,452		$481,994		$334,575			$866,021


Balance at December 31, 2013		$49,452		$481,994		$355,581			$887,027

Net income	—		—		31,750			31,750
Common stock dividends	—		—		(40,000		)	(40,000		)

Balance at June 30, 2014		$49,452		$481,994		$347,331			$878,777

See Notes to Financial Statements.

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ENTERGY TEXAS, INC. AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$141		$136		$5		4
Commercial	97		85		12			14
Industrial	121		85		36			42
Governmental	7		6		1			17
Total retail	366		312		54			17
Sales for resale:
Associated companies	95		109		(14		)	(13	)
Non-associated companies	3		9		(6		)	(67	)
Other	19		25		(6		)	(24	)
Total		$483		$455		$28		6

Billed Electric Energy Sales (GWh):
Residential	1,169		1,203		(34		)	(3	)
Commercial	1,049		1,034		15			1
Industrial	1,860		1,517		343			23
Governmental	68		68		—			—
Total retail	4,146		3,822		324			8
Sales for resale:
Associated companies	1,423		1,740		(317		)	(18	)
Non-associated companies	18		160		(142		)	(89	)
Total	5,587		5,722		(135		)	(2	)


	Six Months Ended				Increase/
Description	2014		2013		(Decrease)			%
	(Dollars In Millions)
Electric Operating Revenues:
Residential		$306		$237		$69		29
Commercial	185		138		47			34
Industrial	216		135		81			60
Governmental	13		10		3			30
Total retail	720		520		200			38
Sales for resale:
Associated companies	170		193		(23		)	(12	)
Non-associated companies	15		18		(3		)	(17	)
Other	18		30		(12		)	(40	)
Total		$923		$761		$162		21

Billed Electric Energy Sales (GWh):
Residential	2,702		2,466		236			10
Commercial	2,095		2,015		80			4
Industrial	3,582		2,936		646			22
Governmental	136		136		—			—
Total retail	8,515		7,553		962			13
Sales for resale:
Associated companies	2,453		3,065		(612		)	(20	)
Non-associated companies	154		322		(168		)	(52	)
Total	11,122		10,940		182			2

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SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

System Energy’s principal asset currently consists of an ownership interest and a 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.

Second Quarter 2014 Compared to Second Quarter 2013

Net income decreased $1.8 million primarily due to lower operating revenues resulting from lower rate base as compared with the same period in the prior year.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net income decreased $5.2 million primarily due to lower operating revenues resulting from lower rate base as compared with the same period in the prior year.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2014 and 2013 were as follows:



	2014			2013
	(In Thousands)
Cash and cash equivalents at beginning of period		$127,142			$83,622

Cash flow provided by (used in):
Operating activities	173,357			16,406
Investing activities	(186,375		)	(19,437		)
Financing activities	(26,370		)	(79,971		)
Net decrease in cash and cash equivalents	(39,388		)	(83,002		)

Cash and cash equivalents at end of period		$87,754			$620

Operating Activities

Net cash flow provided by operating activities increased $157 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to a decrease of $198.7 million in income tax payments in 2014. The decrease was offset by spending on the Grand Gulf refueling outage in 2014 and an increase of $5.3 million in pension contributions in 2014. System Energy had income tax payments in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments resulted primarily from the reversal of temporary differences for which System Energy had previously claimed a tax deduction. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical

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System Energy Resources, Inc.

Management's Financial Discussion and Analysis

Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits.

Investing Activities

Net cash flow used in investing activities increased $166.9 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle and money pool activity.

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 $27.2 million for the six months ended June 30, 2014 compared to decreasing by $26.9 million for the six months ended June 30, 2013. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used by financing activities decreased $53.6 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to borrowings of $65.4 million on the nuclear fuel company variable interest entity’s credit facility in 2014 compared to repayments of $38.9 million on the nuclear fuel company variable interest entity’s credit facility in 2013. This decrease was offset by money pool activity.

Increases in System Energy’s payable to the money pool are a source of cash flow, and System Energy’s payable to the money pool increased by $51.1 million for the six months ended June 30, 2013.

See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for details on long-term debt.

Capital Structure

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



	June 30, 2014		December 31, 2013
Debt to capital	46.8	%	46.4	%
Effect of subtracting cash	(3.0	%)	(4.6	%)
Net debt to net capital	43.8	%	41.8	%

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings and long-term debt, including the currently maturing portion. Capital consists of debt and common equity. Net capital consists of capital less cash and cash equivalents. System Energy uses the debt to 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 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 because net debt indicates System Energy’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

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

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System Energy Resources, Inc.

Management's Financial Discussion and Analysis

Following are the current amounts of System Energy’s planned construction and other capital investments.



	2014		2015		2016
	(In Millions)
Planned construction and capital investment:
Generation		$65		$50		$55
Other	5		5		5
Total		$70		$55		$60

The updated capital plan for 2014-2016 reflects spending for specific investments and initiatives as well as other capital plan refinements.

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

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

The System Energy nuclear fuel company variable interest entity has a credit facility in the amount of $125 million scheduled to expire in June 2016. As of June 30, 2014, $65.4 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the System Energy nuclear fuel company variable interest entity. See Note 4 to the financial statements herein for additional discussion of the variable interest entity credit facility.

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

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SYSTEM ENERGY RESOURCES, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Three Months Ended						Six Months Ended
	2014			2013			2014			2013
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$163,830			$172,177			$321,497			$340,755

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	23,111			28,586			37,259			50,103
Nuclear refueling outage expenses	5,511			7,358			11,693			14,715
Other operation and maintenance	34,122			40,437			68,800			80,378
Decommissioning	10,368			8,787			20,560			17,418
Taxes other than income taxes	6,352			6,484			12,874			12,973
Depreciation and amortization	35,985			32,030			73,311			67,446
Other regulatory credits - net	(8,166		)	(3,137		)	(11,576		)	(5,962		)
TOTAL	107,283			120,545			212,921			237,071

OPERATING INCOME	56,547			51,632			108,576			103,684

OTHER INCOME
Allowance for equity funds used during construction	986			1,732			2,204			3,203
Interest and investment income	1,388			2,514			5,803			5,191
Miscellaneous - net	(96		)	(191		)	(201		)	(359		)
TOTAL	2,278			4,055			7,806			8,035

INTEREST EXPENSE
Interest expense	13,354			9,451			27,601			18,655
Allowance for borrowed funds used during construction	(415		)	(203		)	(582		)	(381		)
TOTAL	12,939			9,248			27,019			18,274

INCOME BEFORE INCOME TAXES	45,886			46,439			89,363			93,445

Income taxes	19,955			18,705			38,813			37,705

NET INCOME		$25,931			$27,734			$50,550			$55,740

See Notes to Financial Statements.

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SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
	2014			2013
	(In Thousands)
OPERATING ACTIVITIES
Net income		$50,550			$55,740
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	122,932			124,192
Deferred income taxes, investment tax credits, and non-current taxes accrued	43,603			34,693
Changes in assets and liabilities:
Receivables	43,554			11,076
Accounts payable	(8,232		)	43
Taxes accrued and prepaid taxes	(18,406		)	(211,986		)
Interest accrued	5,890			(3,254		)
Other working capital accounts	(31,953		)	8,537
Other regulatory assets	4,692			11,145
Pension and other postretirement liabilities	(5,930		)	(1,777		)
Other assets and liabilities	(33,343		)	(12,003		)
Net cash flow provided by operating activities	173,357			16,406

INVESTING ACTIVITIES
Construction expenditures	(37,453		)	(30,515		)
Allowance for equity funds used during construction	2,204			3,203
Nuclear fuel purchases	(152,527		)	(29,802		)
Proceeds from the sale of nuclear fuel	43,992			26,522
Proceeds from nuclear decommissioning trust fund sales	231,632			91,230
Investment in nuclear decommissioning trust funds	(246,990		)	(106,990		)
Changes in money pool receivable - net	(27,233		)	26,915
Net cash flow used in investing activities	(186,375		)	(19,437		)

FINANCING ACTIVITIES
Retirement of long-term debt	(46,743		)	(40,902		)
Changes in money pool payable - net	—			51,092
Changes in credit borrowings - net	65,400			(38,934		)
Dividends paid:
Common stock	(45,000		)	(50,000		)
Other	(27		)	(1,227		)
Net cash flow used in financing activities	(26,370		)	(79,971		)

Net decrease in cash and cash equivalents	(39,388		)	(83,002		)
Cash and cash equivalents at beginning of period	127,142			83,622
Cash and cash equivalents at end of period		$87,754			$620

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$16,364			$17,578
Income taxes		$5,564			$204,219

See Notes to Financial Statements.

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SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$3,519		$62,561
Temporary cash investments	84,235		64,581
Total cash and cash equivalents	87,754		127,142
Accounts receivable:
Associated companies	91,139		104,419
Other	3,359		6,400
Total accounts receivable	94,498		110,819
Materials and supplies - at average cost	84,172		85,118
Deferred nuclear refueling outage costs	38,918		7,853
Prepaid taxes	7,285		—
Prepayments and other	6,071		1,727
TOTAL	318,698		332,659

OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	645,225		603,896
TOTAL	645,225		603,896

UTILITY PLANT
Electric	4,137,678		4,124,647
Property under capital lease	570,872		570,872
Construction work in progress	34,128		29,061
Nuclear fuel	288,467		188,824
TOTAL UTILITY PLANT	5,031,145		4,913,404
Less - accumulated depreciation and amortization	2,752,375		2,699,263
UTILITY PLANT - NET	2,278,770		2,214,141

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	110,958		115,492
Other regulatory assets	261,582		261,740
Other	15,032		15,996
TOTAL	387,572		393,228

TOTAL ASSETS		$3,630,265		$3,543,924

See Notes to Financial Statements.

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SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
	2014		2013
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$75,160		$48,653
Short-term borrowings	65,400		—
Accounts payable:
Associated companies	4,288		12,778
Other	33,895		31,862
Taxes accrued	—		11,121
Accumulated deferred income taxes	14,239		2,310
Interest accrued	17,715		11,825
Other	2,320		2,312
TOTAL	213,017		120,861

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	778,662		737,973
Accumulated deferred investment tax credits	53,062		54,786
Other regulatory liabilities	358,079		349,846
Decommissioning	636,717		616,157
Pension and other postretirement liabilities	73,481		79,411
Long-term debt	635,590		708,783
TOTAL	2,535,591		2,546,956

Commitments and Contingencies

COMMON EQUITY
Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 2014 and 2013	789,350		789,350
Retained earnings	92,307		86,757
TOTAL	881,657		876,107

TOTAL LIABILITIES AND EQUITY		$3,630,265		$3,543,924

See Notes to Financial Statements.

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SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)

	Common Equity
	Common Stock		Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2012		$789,350		$43,379			$832,729

Net income	—		55,740			55,740
Common stock dividends	—		(50,000		)	(50,000		)

Balance at June 30, 2013		$789,350		$49,119			$838,469


Balance at December 31, 2013		$789,350		$86,757			$876,107

Net income	—		50,550			50,550
Common stock dividends	—		(45,000		)	(45,000		)

Balance at June 30, 2014		$789,350		$92,307			$881,657

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal, administrative, and other regulatory proceedings affecting Entergy. Also see "Item 5, Other Information, Environmental Regulation" below, for updates regarding environmental proceedings and regulation.

Item 1A. Risk Factors

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

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

Issuer Purchases of Equity Securities (a)



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum $ Amount of Shares that May Yet be Purchased Under a Plan (b)

4/01/2014-4/30/2014	—		$—	—		$350,052,918
5/01/2014-5/31/2014	248,190		$73.57	248,190		$350,052,918
6/01/2014-6/30/2014	—		$—	—		$350,052,918
Total	248,190		$73.57	248,190

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 addition to this authority, the Board has authorized share repurchase programs to enable opportunistic purchases in response to market conditions. In October 2010 the Board granted authority for a $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. In addition, in the first quarter 2014, Entergy withheld 55,076 shares of its common stock at $61.29 per share and 43,246 shares of its common stock at $63.03 to pay income taxes due upon vesting of restricted stock granted as part of its long-term incentive program.


(a)	See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.


(b)	Maximum amount of shares that may yet be repurchased relates only to the $500 million plan and 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.

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Item 5. Other Information

Regulation of the Nuclear Power Industry

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Following the current Presidential administration’s defunding of the Yucca Mountain spent fuel repository program, the National Association of Regulatory Utility Commissioners and others sued the government seeking cessation of collection of the one mill per net kWh generated and sold after April 7, 1983 fee. In November 2013 the D.C. Circuit Court of Appeals ordered the DOE to submit a proposal to Congress to reset the fee to zero until the DOE complies with the Nuclear Waste Policy Act or Congress enacts an alternative waste disposal plan. In January 2014 the DOE submitted the proposal to Congress under protest, and also filed a petition for rehearing with the D.C. Circuit. The petition for rehearing was denied. The zero spent fuel fee went into effect prospectively in May 2014. Management cannot predict the potential timing or magnitude of future spent fuel fee revisions that may occur.

Nuclear Plant Decommissioning

See the discussion in Part I, Item 1 in the Form 10-K for information regarding decommissioning funding for the nuclear plants. Following is an update to that discussion. In March 2014, Entergy Nuclear Operations made filings with the NRC reporting on decommissioning funding for certain of Entergy’s nuclear plants. Those reports all showed that decommissioning funding for those nuclear plants met the NRC’s financial assurance requirements.

Environmental Regulation

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

Clean Air Act and Subsequent Amendments

Cross-State Air Pollution

In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO₂ and NO_Xemissions from electric generation plants in order to improve air quality in twenty-nine eastern states. The rule required a combination of capital investment 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 was directed at limiting the interstate transport of emissions of NO_X and SO₂ as precursors to ozone and fine particulate matter. The final rule provided 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 would depend on the economic assessment of NO_X and SO₂ 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. In December 2011 the Court of Appeals for the D.C. Circuit Court stayed CSAPR and instructed the EPA to continue administering CAIR, pending further judicial review. In August 2012 the court issued a decision vacating CSAPR and leaving CAIR in place pending the promulgation of a lawful replacement for both rules. In January 2013 the court denied petitions for reconsideration filed by the EPA and certain states and intervenors. In March 2013 the EPA and

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other parties filed petitions for certiorari with the U.S. Supreme Court. The U.S. Supreme Court issued an order in June 2013 granting the EPA’s and environmental groups’ petitions for review of the D.C. Circuit’s decision vacating CSAPR. In April 2014 the Supreme Court reversed the D.C. Circuit and remanded the case to the D.C. Circuit for further proceedings. In June 2014 the EPA filed a motion with the D.C. Circuit Court requesting that the court lift the stay and extend CSAPR’s deadlines by three years so that the Phase 1 emissions budgets apply in 2015 and 2016 and the Phase 2 emissions budgets apply in 2017 and beyond. Until the courts or the EPA issue further guidance on this rule and its applicability, Entergy will continue to comply with CAIR as directed by the D.C. Circuit in its original opinion.

New Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, President Obama directed the EPA to (i) reissue proposed carbon pollution standards for new power plants by September 20, 2013, with finalization of the rules to occur in a timely manner; (ii) issue proposed carbon pollution standards, regulations, or guidelines, as appropriate, for modified, reconstructed, and existing power plants no later than June 1, 2014; (iii) finalize those rules by no later than June 1, 2015; and (iv) include in the guidelines addressing existing power plants a requirement that states submit to the EPA the implementation plans required under Section 111(d) of the Clean Air Act and its implementing regulations by no later than June 30, 2016. In September 2013 the EPA issued the proposed New Source Performance Standards rule for new sources. The rule was published in the Federal Register in January 2014. Entergy is actively engaged in the rulemaking process. In June 2014 the EPA issued proposed standards for existing power plants. Comments on this rule are due to the EPA in October 2014. Entergy is reviewing this rule and will be actively engaged in the rulemaking process. Cost and methods of compliance remain unknown at this time.

Clean Water Act

Effluent Limitation Guidelines

In April 2013 the EPA issued proposed effluent limitation guidelines that, if adopted as final, would apply to discharges from Entergy’s generating facilities that hold national pollutant discharge elimination system permits under the Clean Water Act. The limitations proposed primarily affect coal units. The proposal includes several options for public consideration. Entergy submitted comments on the proposed rule and will continue to engage in the public comment process as appropriate. The EPA announced that the final rule will be issued no later than September 30, 2015.

316(b) Cooling Water Intake Structures

As discussed in the Form 10-K, the EPA issued regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. 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 May 2014 the EPA issued a pre-publication version of the final 316(b) rule with an expected publication in the Federal Register in the third or fourth quarter 2014. Entergy is assessing the rule to determine compliance requirements which could vary significantly from unit to unit.

Federal Jurisdiction of Waters of the United States

In September 2013 the EPA and the U.S. Army Corps of Engineers announced the intention to propose a rule to clarify federal Clean Water Act jurisdiction over waters of the United States. The announcement was made in conjunction with the EPA’s release of a draft scientific report on the "connectivity" of waters that the agency says will inform the rulemaking. The proposed rule was published in the Federal Register on April 21, 2014. The initial 90-day public comment period has been extended until October 20, 2014. Preliminary review indicates that this proposal could significantly increase the number and types of waters included in the EPA’s and the U.S. Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. Entergy is actively engaged in the rulemaking process.

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Entergy Louisiana Officer Election (Entergy Louisiana)

On May 6, 2014, the Board of Directors of Entergy Louisiana elected Andrew S. Marsh to the position of Executive Vice President and Chief Financial Officer. Upon his election, Mr. Marsh became Entergy Louisiana’s principal financial officer. Alyson M. Mount, Entergy Louisiana’s Senior Vice President and Chief Accounting Officer, previously served as Entergy Louisiana’s acting principal financial officer and will continue to serve as its principal accounting officer.

Mr. Marsh, age 42, continues to serve as Executive Vice President and Chief Financial Officer for Entergy Corporation. Mr. Marsh previously served as Vice President, System Planning for Entergy Services, Inc. (ESI), from June 2010 until February 2013, Vice President, Planning and Financial Communications of ESI from July 2007 through June 2010 and as Vice President, Strategic Planning of ESI from October 2004 through June 2007. Mr. Marsh receives compensation for serving as an executive officer of Entergy Corporation and will not receive any additional compensation as Entergy Louisiana’s Executive Vice President and Chief Financial Officer.

Earnings Ratios (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:



	Ratios of Earnings to Fixed Charges
	Twelve Months Ended
	December 31,					June 30,
	2009	2010	2011	2012	2013	2014
Entergy Arkansas	2.39	3.91	4.31	3.79	3.62	3.63
Entergy Gulf States Louisiana	2.99	3.58	4.36	3.48	3.63	4.11
Entergy Louisiana	3.52	3.41	1.86	2.08	3.13	3.24
Entergy Mississippi	3.31	3.35	3.55	2.79	3.19	3.78
Entergy New Orleans	3.61	4.43	5.37	3.02	1.93	3.37
Entergy Texas	1.92	2.10	2.34	1.76	1.94	2.26
System Energy	3.73	3.64	3.85	5.12	5.66	4.71



	Ratios of Earnings to Combined Fixed Charges and Preferred Dividends/Distributions
	Twelve Months Ended
	December 31,					June 30,
	2009	2010	2011	2012	2013	2014
Entergy Arkansas	2.09	3.60	3.83	3.36	3.25	3.25
Entergy Gulf States Louisiana	2.95	3.54	4.30	3.43	3.57	4.04
Entergy Louisiana	3.27	3.19	1.70	1.93	2.92	3.03
Entergy Mississippi	3.06	3.16	3.27	2.59	2.97	3.51
Entergy New Orleans	3.33	4.08	4.74	2.67	1.74	3.04

The Registrant Subsidiaries accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.

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Item 6. Exhibits *



*	4(a) -	Seventy-ninth Supplemental Indenture, dated as of June 1, 2014, to Entergy Louisiana, LLC Mortgage and Deed of Trust, dated as of April 1, 1944 (4.08 to Form 8-K dated June 24, 2014 in 1-32718).

*	4(b) -	Eightieth Supplemental Indenture, dated as of July 1, 2014, to Entergy Louisiana, LLC Mortgage and Deed of Trust, dated as of April 1, 1944 (4.08 to Form 8-K dated July 1, 2014 in 1-32718).

*	4(c) -	Eighty-first Supplemental Indenture, dated as of July 1, 2014, to Entergy Gulf States Louisiana, L.L.C. Indenture of Mortgage, dated September 1, 1926 (4.07 to Form 8-K dated July 1, 2014 in 0-20371).

	4(d) -	Officer’s Certificate No. 7-B-5 dated May 13, 2014, 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.

	10(a) -	Third Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of August 6, 2014.

	12(a) -	Entergy Arkansas’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

	12(b) -	Entergy Gulf States Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

	12(c) -	Entergy Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

	12(d) -	Entergy Mississippi’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

	12(e) -	Entergy New Orleans’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

	12(f) -	Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.

	12(g) -	System Energy’s Computation of Ratios of Earnings to Fixed Charges, as defined.

	31(a) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

	31(b) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

	31(c) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

	31(d) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

	31(e) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

	31(f) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

	31(g) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

	31(h) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

	31(i) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

	31(j) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

	31(k) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

	31(l) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

	31(m) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

	31(n) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

	31(o) -	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

193

Table of Contents



	31(p) -	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

	32(a) -	Section 1350 Certification for Entergy Corporation.

	32(b) -	Section 1350 Certification for Entergy Corporation.

	32(c) -	Section 1350 Certification for Entergy Arkansas.

	32(d) -	Section 1350 Certification for Entergy Arkansas.

	32(e) -	Section 1350 Certification for Entergy Gulf States Louisiana.

	32(f) -	Section 1350 Certification for Entergy Gulf States Louisiana.

	32(g) -	Section 1350 Certification for Entergy Louisiana.

	32(h) -	Section 1350 Certification for Entergy Louisiana.

	32(i) -	Section 1350 Certification for Entergy Mississippi.

	32(j) -	Section 1350 Certification for Entergy Mississippi.

	32(k) -	Section 1350 Certification for Entergy New Orleans.

	32(l) -	Section 1350 Certification for Entergy New Orleans.

	32(m) -	Section 1350 Certification for Entergy Texas.

	32(n) -	Section 1350 Certification for Entergy Texas.

	32(o) -	Section 1350 Certification for System Energy.

	32(p) -	Section 1350 Certification for System Energy.

	101 INS -	XBRL Instance Document.

	101 SCH -	XBRL Taxonomy Extension Schema Document.

	101 PRE -	XBRL Taxonomy Presentation Linkbase Document.

	101 LAB -	XBRL Taxonomy Label Linkbase Document.

	101 CAL -	XBRL Taxonomy Calculation Linkbase Document.

	101 DEF -	XBRL Definition Linkbase Document.

___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.



*	Incorporated herein by reference as indicated.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

ENTERGY CORPORATION

ENTERGY ARKANSAS, INC.

ENTERGY GULF STATES LOUISIANA, L.L.C.

ENTERGY LOUISIANA, LLC

ENTERGY MISSISSIPPI, INC.

ENTERGY NEW ORLEANS, INC.

ENTERGY TEXAS, INC.

SYSTEM ENERGY RESOURCES, INC.

/s/ Alyson M. Mount

Alyson M. Mount
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)

Date: August 7, 2014

195

Exhibit 4.D

Exhibit 4(d)

ENTERGY TEXAS, INC.

OFFICER’S CERTIFICATE
7-B-5

Establishing the Form and Certain Terms of the
First Mortgage Bonds, 5.625% Series due June 1, 2064

THIS INSTRUMENT GRANTS A SECURITY INTEREST

BY A UTILITY

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED

PROPERTY PROVISIONS

The undersigned, STACEY M. LOUSTEAU, ASSISTANT TREASURER, an Authorized Officer of Entergy Texas, Inc., a Texas Corporation (the “Company”) (all capitalized terms used herein which are not defined herein but are defined in the Indenture referred to below, shall have the meanings specified in such Indenture), pursuant to Board Resolutions dated August 29, 2008 and May 5, 2014 and Sections 201 and 301 of such Indenture, does hereby certify to THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”) under the Indenture, Deed of Trust and Security Agreement of the Company dated as of October 1, 2008 (the “Indenture”) as of May 13, 2014, that:

The Securities of the fifth series to be issued under the Indenture (the “Bonds”) shall be issued in a series designated “First Mortgage Bonds, 5.625% Series due June 1, 2064”; the Bonds shall be in substantially the form set forth in Exhibit A hereto; the Bonds shall initially be issued in the aggregate principal amount of $135,000,000; however, the aggregate principal amount of Bonds which may be authenticated and delivered under the Indenture is unlimited; and the Bonds issued on the original issue date and any additional Bonds issued thereafter shall be considered one and the same series of Securities under the Indenture; additional Bonds, without limitation as to amount, having substantially the same terms as the Outstanding Bonds (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without notice to or the consent of the existing Holders of the Bonds.


2.	The Bonds shall mature and the principal shall be due and payable together with all accrued and unpaid interest thereon on June 1, 2064, and the Company shall not have any right to extend the Maturity of the Bonds as contemplated in Section 301(d) of the Indenture;


3.	The Bonds shall bear interest as provided in the form thereof set forth in Exhibit A hereto; the Interest Payment Dates for the Bonds shall be March 1, June 1, September 1 and December 1 of each year, commencing September 1, 2014;


4.	Each installment of interest on the Bonds shall be payable as provided in the form thereof set forth in Exhibit A hereto; the Company shall not have any right to extend any interest payment periods for the Bonds as contemplated in Section 301(e) of the Indenture;

The principal of, premium, if any, and each installment of interest on the Bonds shall be payable, and registration of transfers and exchanges in respect of the Bonds may be effected, at the office or agency of the Company in The City of New York and as otherwise provided in the form of Bond set forth in Exhibit A hereto; and notices and demands to or upon the Company in respect of the Bonds may be served at the office or agency of the Company in The City of New York; the Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration

of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its agent for all such purposes; and the Trustee will initially be the Security Registrar and the Paying Agent for the Bonds; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent;


6.	The Regular Record Dates for the interest payable on any given Interest Payment Date with respect to the Bonds shall be the close of business on the Business Day immediately preceding such Interest Payment Date;


7.	The Bonds are subject to redemption as provided in the form thereof set forth in Exhibit A hereto;


8.	No service charge shall be made for the registration of transfer or exchange of the Bonds; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer;

The Bonds shall be issued initially in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company (“DTC”)); provided, that the Company reserves the right to provide for another depository, registered as a clearing agency under the Exchange Act, to act as depository for the global Bonds (DTC and any such successor depository, the “Depository”); beneficial interests in Bonds issued in global form may not be exchanged in whole or in part for individual certificated Bonds in definitive form, and no transfer of a global Bond in whole or in part may be registered in the name of any Person other than the Depository or its nominee except that (i) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the global Bonds or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository for such global Bonds has not been appointed by the Company within ninety (90) days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company executes and delivers to the Trustee an Officer’s Certificate providing that the global Bonds shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Bonds, in each case, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds, will authenticate and deliver Bonds in definitive certificated form in an aggregate principal amount equal to the principal amount of the global Bonds representing such Bonds in exchange for such global Bonds, such definitive Bonds to be registered in the names provided by the Depository; each global Bond (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Bonds to be represented by such global Bond, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository, its nominee, any custodian for the Depository or otherwise pursuant to the Depository’s instruction and (iv) shall bear a legend restricting the transfer of such global Bond to any person other than the Depository or its nominee; none of the Company, the Trustee, any Paying Agent or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; the Bonds in global form will contain restrictions on transfer, substantially as described in the form set forth in Exhibit A hereto;


10.	None of the Trustee, the Security Registrar or the Company shall have any liability for any acts or omissions of the Depository, for any transfers of beneficial interests in the Bonds, for any Depository records of beneficial interests, for any transactions between the Depository and beneficial owners or in respect of any transfers effected by the Depository or by any participant members of the

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Depository or any beneficial owner of any interest in any Bonds held through any such participant member of the Depository;

11.

If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Bonds, or any portion of the principal amount thereof, as contemplated by Section 801 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 801 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Bonds, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 801), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Bonds or portions thereof, all in accordance with and subject to the provisions of said Section 801; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Bonds, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected;


12.	The Eligible Obligations with respect to the Bonds shall be Government Obligations;


13.	The Bonds shall have such other terms and provisions as are provided in the form set forth in Exhibit A hereto;


14.	No Event of Default under the Indenture has occurred or is occurring;


15.	The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance and authentication and delivery of the Bonds and in respect of compliance with which this certificate is made;


16.	The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;


17.	In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with; and


18.	In the opinion of the undersigned, such conditions and covenants, and all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition

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precedent) relating to the authentication and delivery of the Bonds requested in the accompanying Company Order have been complied with.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, I have executed this Officer’s Certificate as of the date set forth above.

By: /s/ Stacey M. Lousteau
Name: Stacey M. Lousteau

Title: Assistant Treasurer

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Exhibit A

[FORM OF BOND]

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Entergy Texas, Inc., or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

No. ___ CUSIP No. 29365T 104

MATURITY DATE: June 1, 2064 PRINCIPAL AMOUNT: ____________

ENTERGY TEXAS, INC.

FIRST MORTGAGE BONDS, 5.625% SERIES DUE JUNE 1, 2064

ENTERGY TEXAS, INC., a corporation duly organized and existing under the laws of the State of Texas (herein referred to as the “Company,” which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to

or registered assigns, the principal amount specified above on the Maturity Date set forth above and to pay interest on the unpaid principal hereof and on any overdue interest from and including May 16, 2014 or from and including the most recent interest payment date to which interest has been paid or duly provided for on March 1, June 1, September 1 and December 1 each year, commencing September 1, 2014, and on the Maturity Date (each, an “Interest Payment Date”), at the rate of 5.625% per annum (the “Interest Rate”) to but excluding the date on which the principal hereof is paid or made available for payment. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Business Day immediately preceding such Interest Payment Date (each a “Regular Record Date”), except that interest payable at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein.

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Payment of the principal of (and premium, if any) and interest at Maturity on this Security shall be made upon presentation of this Security at the office or agency of the Company maintained for that purpose in The City of New York, in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security (other than interest payable at Maturity) may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register, and provided, further, that if such person is a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such person.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer’s Certificate establishing the terms of the Securities of this series (the “Series Officer’s Certificate”).

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008 (herein, together with any amendments or supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, for a statement of the property mortgaged, pledged and held in trust, the nature and extent of the security, the conditions upon which the Lien of the Indenture may be released and to the Indenture, Board Resolutions and Series Officer’s Certificate creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder thereof to all of the terms and provisions of the Indenture. This Security is one of the series designated on the face hereof.

Securities of this series shall be redeemable at the option of the Company in whole or in part, upon notice mailed at least 30 days but not more than 60 days prior to the date fixed for redemption (the “Redemption Date”) at any time on or after June 1, 2019, at the Redemption Price equal to 100% of the principal amount of Securities of this series being redeemed, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

“Business Day” means any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.

Notice of redemption (other than at the option of the Holder) shall be given by mail to Holders of Securities all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security.

In the event of redemption of this Security in part only, a new Security or Securities of this series of like tenor representing the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

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The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture and the Series Officer’s Certificate.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of this series at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding to be directly affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as the Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $25 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Securities of this series are exchangeable for Securities of this series, of authorized denominations and of like tenor and aggregate principal amount, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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The Company shall not be required to execute, and the Security Registrar shall not be required to register, the transfer of or exchange of (a) Securities of this series during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of this series called for redemption, (b) any Security during the 15 days before an Interest Payment Date, or (c) any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be applicable.

As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, member, limited partner, officer, manager or director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or through the Company or a predecessor or successor of the Company), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities.

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ENTERGY TEXAS, INC.

By:_______________________________________
Name:

Title:

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON, as Trustee

By:_______________________________________

Authorized Signatory

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Exhibit 10.A

Exhibit 10(a)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY HOLDINGS COMPANY LLC

Dated as of August 6, 2014

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THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
ENTERGY HOLDINGS COMPANY LLC

This Third Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC (the “Company”) is dated effective as of August 6, 2014 among Entergy International LTD LLC (“EIL”), Entergy Gulf States Louisiana, L.L.C. (“EGSL”), Entergy Louisiana, LLC (“ELL”), Entergy Corporation (“ETR”) and Deutsche Bank AG, London Branch (“DB”) and any other Persons who become Members of the Company in accordance with the provisions hereof and whose names are set forth as Members on Schedule A hereto.

WHEREAS, the Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on August 19,1997;

WHEREAS, the Company is currently governed by the Second Amended and Restated Limited Liability Company Agreement of the Company dated as of July 22, 2010 (the “Prior Agreement”);

WHEREAS, effective as of the date hereof, the Company is issuing Class C Preferred Membership Interests to ELL and EGSL, in each case as specified on Schedule A hereto, and each of ELL and EGSL shall each become a Class C Preferred Member of the Company; and

WHEREAS, the Members desire to amend and restate the Prior Agreement to reflect the creation of the Class C Preferred Membership Interests and certain other matters, which amendment is being effected pursuant to Sections 10.2 and 17.9 of the Prior Agreement by the signature of EIL, as the sole Class A Common Member, hereto and by resolution of the Board dated as of the date hereof.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the Members hereby agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time.

“Additional Members” is defined in Section 14.1 hereof.

“Affiliate” means with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this

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definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Third Amended and Restated Limited Liability Company Agreement of the Company, as amended, modified, supplemented or restated from time to time.

“Applicable Liquidation Price” means, with respect to Class A Preferred Membership Interests, the Class A Preferred Liquidation Price, and, with respect to Class B Preferred Membership Interests, the Class B Preferred Liquidation Price.

“Board” means the board of directors of the Company established pursuant to Section 6.1 hereof.

“Business Day” means any day other than a Saturday, Sunday and those legal public holidays on which banks in New York, New York or New Orleans, Louisiana are authorized or required by law to be closed.

“Capital Contribution” means, with respect to any Member, the aggregate amount of money and the fair market value of any property (other than money) contributed to the Company pursuant to Article IV hereof.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Act.

“Class A Common Member” means a Member owning Class A Common Membership Interests. The initial sole Class A Common Member is EIL.

“Class A Common Membership Interests” means the Common Interests created under this Agreement identified as the Class A Common Membership Interests.

“Class A Preferred Liquidation Price” means $100.

“Class A Preferred Members” means the Members owning Class A Preferred Membership Interests. The Class A Preferred Members as of the date hereof are EGSL, ELL and DB.

“Class A Preferred Membership Interests” means the Preferred Interests created under this Agreement identified as the Class A Preferred Membership Interests.

“Class A Preferred Yield Protection Date” means July 29, 2018.

“Class A Senior Interests” is defined in Section 5.6(iii)(C).

“Class B Common Member” means a Member owning Class B Common Membership Interests. The sole Class B Common Member as of the date hereof is ETR.

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“Class B Common Membership Interests” means the Common Interests created under this Agreement identified as the Class B Common Membership Interests.

“Class B Preferred Liquidation Price” means $100.

“Class B Preferred Members” means the Members owning Class B Preferred Membership Interests. The Class B Preferred Members as of the date hereof are EGSL and ELL.

“Class B Preferred Membership Interests” means the Preferred Interests created under this Agreement identified as the Class B Preferred Membership Interests.

“Class B Preferred Yield Protection Date” means July 22, 2020.

“Class B Senior Interests” is defined in Section 5.6(iv)(C).

“Class C Preferred Liquidation Price” means $100.

“Class C Preferred Members” means the Members owning Class C Preferred Membership Interests. The Class C Preferred Members as of the date hereof are EGSL and ELL.

“Class C Preferred Membership Interests” means the Preferred Interests created under this Agreement identified as the Class C Preferred Membership Interests.

“Class C Preferred Yield Protection Date” means August 6, 2024.

“Common Interest” means a common limited liability company interest in the Company, which represents an economic interest in the Company, including the right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act. The Common Interests currently consist of the Class A Common Interests and the Class B Common Interests, and shall include any other series or other class of Common Interests issued by the Company in accordance with Article X. The holders of each class of Common Interests shall have such relative rights and duties as are set forth in this Agreement.

“Company” is defined in the preamble to this Agreement.

“Covered Person” means a Member, a Director, an Officer, any Affiliate of the Company, a Member, a Director or an Officer, any officers, directors, shareholders, partners, members, managers, employees, representatives or agents of a Member, a Director or an Officer, or their respective Affiliates, or any employee or agent of the Company or its Affiliates.

“DB” is defined in the preamble to this Agreement.

“Director” means a Person designated as a director of the Company pursuant to Section 6.1 hereof. Each Director shall be a “manager” of the Company (within the meaning of the Act).

“Dissolution Date” is defined in Section 16.2 hereof.

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“Distribution Coverage Ratio” means, as to any given calendar quarter of the Company, the ratio of (A) the total amount of interest, calculated on a consolidated post-tax basis, earned by the Company and its consolidated subsidiaries in that calendar quarter (including, for the avoidance of doubt, both interest earned on loans made by the Company to any of its Affiliates other than consolidated subsidiaries and interest earned by the Company on securities issued by Affiliates other than consolidated subsidiaries or non-Affiliates of the Company) to (B) the total amount of distributions made by the Company in that calendar quarter to the holders of Preferred Interests pursuant to Section 9.1 hereof. For purposes of this definition, “consolidated post-tax basis” shall mean a calculation which reduces the amount of interest income of the Company and its consolidated subsidiaries for a fiscal quarter determined on a consolidated basis by an amount equal to the total current income tax expense of the Company and its consolidated subsidiaries for such fiscal quarter determined on a consolidated basis, divided by the total taxable income of the Company and its consolidated subsidiaries for such fiscal quarter determined on a consolidated basis and multiplied by the amount of such interest income.

“Distribution Payment” is defined in Section 9.1 hereof.

“Distribution Payment Date” is defined in Section 9.1 hereof.

“Distribution Period” is defined in Section 9.1 hereof.

“EGSL” is defined in the preamble to this Agreement.

“EIL” is defined in the preamble to this Agreement.

“ELL” is defined in the preamble to this Agreement.

“ETR” is defined in the preamble to this Agreement.

“Event of Default” means (i) the failure of the Company to pay a Distribution Payment on or before the applicable Distribution Payment Date for any Distribution Period or (ii) a breach by the Company of any Financial Covenant (taking into account, for the avoidance of doubt, the forty-five (45) day cure period referenced in Section 8.1).

“GAAP” means accounting principles generally accepted in the United States.

“GCL” means the General Corporation Law of the State of Delaware, 8 Del. C. § 101, et seq., as amended from time to time.

“Interest” means a limited liability company interest in the Company, which represents an economic interest in the Company, including the right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act.

“Interest Holder” means any Person who holds an Interest, regardless of whether such interest was initially acquired by such Person from the Company or by assignment from another Interest Holder.

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“Laws” means:


(i)	all constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international;


(ii)	all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any governmental body;


(iii)	all policies, practices and guidelines of any governmental body; and


(iv)	any amendment, modification, re-enactment, restatement or extension of the foregoing,

in each case binding on or affecting the party or Person referred to in the context in which such word is used; and “Law” means any one of them.

“Material Action” means to consolidate or merge the Company with or into any Person, to convert the Company into any other form of entity, or to sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

“Members” means the parties listed on Schedule A hereto, and includes any Person admitted as an Additional Member or a Substitute Member pursuant to the provisions of this Agreement, in such Person’s capacity as a member of the Company.

“Net Worth” means, as of any date of determination, the excess of the total assets of the Company over the total liabilities of the Company. For purposes of calculating Net Worth, (i) total liabilities of the Company shall include only (A) debt owed by the Company or any of its consolidated subsidiaries to any of Affiliates of the Company (other than consolidated subsidiaries) and (B) recourse debt of the Company or any of its consolidated subsidiaries owed to third parties (with any non-recourse debt of the Company or its consolidated subsidiaries owed to third parties being excluded), and (ii) total assets of the Company shall exclude the book value of any assets securing non-recourse debt of the Company or any of its consolidated subsidiaries owed to third parties. For the avoidance of doubt, the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and Class C Preferred Membership Interests shall be considered equity, and not debt, for purposes of calculating Net Worth.

“Officer” means a Person designated as an officer of the Company pursuant to Article VII.

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“Percentage Interest” means the ratio of a Member’s Common Interests to the aggregate Common Interests of all Members, expressed as a percentage, as shown on Schedule A hereto. The Percentage Interest of a Member may be adjusted from time to time by the Board, in the Board’s sole discretion, in connection with the issuance of additional Interests in the Company pursuant to Article X or the assignment of Interests pursuant to Article XV.

“Person” includes any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.

“Preferred Interest” means a preferred limited liability company interest in the Company, which represents an economic interest in the Company, including the right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act. The Preferred Interests currently consist of the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests, and shall include any other series or other class of Preferred Interests issued by the Company in accordance with Article X. The holders of each class of Preferred Interests shall have such relative rights and duties as are set forth in this Agreement.

“Prior Agreement” is defined in the recitals to this Agreement.

“Redemption Notice” is defined in Section 5.7 hereof.

“Secretary” means the Person appointed by the Board as the secretary of the Company, who shall perform the duties described in Section 7.6 of this Agreement.

“Substitute Member” means a Person who is admitted to the Company as a Member pursuant to Article XV hereof, and who is named as a Member on Schedule A to this Agreement.

Section 1.2 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

ARTICLE II

FORMATION AND TERM

Section 2.1 Formation.

(i) The Certificate of Formation has been filed with the Secretary of State of the State of Delaware by an “authorized person” within the meaning of the Act. Each Officer of the Company is hereby authorized to execute, deliver and file any certificates (and any amendments and/or restatements thereof) (i) required or permitted to be filed in the office of the Secretary of State of the State of Delaware, or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(ii) Effective as of the date of this Agreement, each of EGSL and ELL is admitted to the Company as a Class C Preferred Member of the Company (and shall remain a Class A Preferred

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Member and Class B Preferred Member of the Company). As of the date of this Agreement, the Interests are owned by the Members as set forth on Schedule A attached hereto.

(i) The name and mailing address of each Member, the number of each class of Interests owned by each Member, and the Percentage Interest of each Member owning Common Interests shall be listed on Schedule A attached hereto. The Secretary shall be required to update Schedule A from time to time as necessary to accurately reflect the information therein. Any amendment or revision to Schedule A made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time.

Section 2.2 Term. The term of the Company commenced upon the date the Certificate of Formation was filed in the office of the Secretary of State of the State of Delaware and shall continue in perpetuity until the Company is dissolved in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation in the manner required by the Act.

Section 2.3 Registered Agent and Office. The Company’s registered agent and registered office in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. At any time, the Board in its sole discretion may designate another registered agent and/or registered office.

Section 2.4 Principal Place of Business. The principal place of business of the Company shall be at 2001 Timberloch Place, The Woodlands, Texas 77380. At any time, the Board in its sole discretion may change the location of the Company’s principal place of business to another location.

Section 2.5 Qualification in Other Jurisdictions. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar Laws in any jurisdiction in which the Company transacts business.

ARTICLE III

PURPOSE AND POWERS OF THE COMPANY

Section 3.1 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, (i) to acquire, hold and dispose of investments, including investments in Affiliates of the Company and of the Members, and (ii) to lend money to, borrow money from, act as surety, guarantor or endorser for, provide collateral for, and transact other business with third parties, including transactions with Members and Affiliates of the Company.

Section 3.2 Powers of the Company.

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(i) Except as otherwise provided in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 3.1, including, but not limited to, the power to:

(A) conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country, that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(B) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Directors, the Officers, any Member, any Affiliate of any Director, any Officer or any Member, or any agent or Affiliate of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purpose of the Company, including transactions with Members and Affiliates of the Company on terms that are not arms-length;

(C) lend money to, borrow money from, act as surety, guarantor or endorser for, provide collateral for, and transact other business with third parties including Members and Affiliates of the Company, any Member, any Director or any Officer, including, without limitation, lending money to Affiliates of the Company or the Members at the Company’s effective cost of capital or otherwise or at less favorable rates and on less favorable terms than could be obtained by the Company in transactions with unrelated parties;

(D) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereof), or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(E) lend money for its proper purpose, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested;

(F) sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

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(G) appoint employees and agents of the Company, and define their duties and fix their compensation;

(H) indemnify any Person in accordance with the Act and obtain any and all types of insurance;

(I) cease its activities and cancel its Certificate of Formation;

(J) negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(K) borrow money and issue evidences of indebtedness, and secure the same by a mortgage, pledge or other lien on the assets of the Company;

(L) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; and

(M) make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

(ii) Notwithstanding any other provision of this Agreement or any provision of law that otherwise so empowers the Company, any Member, the Board, any Officer or any other Person, no Member, Director, Officer or any other Person shall be authorized or empowered, nor shall they permit the Company, (A) so long as no Event of Default has occurred and is continuing, take any Material Action without the prior written consent of the Members owning a majority of the Class A Common Membership Interests, voting as a single class, or (B) use any proceeds from the issuance of the Class A Preferred Membership Interests, Class B Preferred Membership Interests or Class C Preferred Membership Interests specified on Schedule A hereto other than (1) to pay for capital expenditures or the acquisition of capital assets, or (2) to repay debt incurred in connection with the payment of capital expenditures or the acquisition of capital assets, or (3) to lend funds to ETR in order for ETR to pay for capital expenditures or the acquisition of capital assets, or to repay debt.

ARTICLE IV

CAPITAL CONTRIBUTIONS, INTERESTS AND ADVANCES

Section 4.1 Capital Contributions. No Member shall be required to make any capital contribution to the Company.

Section 4.2 Nature of Interest. An Interest Holder’s Interests shall for all purposes be personal property. An Interest Holder has no interest in specific Company property.

Section 4.3 Status of Capital Contributions.

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(i) Except as otherwise provided in this Agreement, the amount of an Interest Holder’s Capital Contributions may be returned to it, in whole or in part, at any time, but only with the consent of the Board. Notwithstanding the foregoing, no return of an Interest Holder’s Capital Contributions shall be made hereunder if such distribution would violate applicable law. Under circumstances requiring a return of any Capital Contribution, no Interest Holder shall have the right to demand or receive property other than cash, except as may be specifically provided in this Agreement or as may be specifically agreed to by the Board in its sole discretion.

(ii) No Interest Holder shall receive any interest, salary or drawing with respect to its Capital Contributions or for services rendered on behalf of the Company or otherwise in its capacity as an Interest Holder, except as otherwise specifically provided in this Agreement.

(iii) Except as otherwise provided herein and by applicable law, no Member shall be required to lend any funds to the Company or to make any additional capital contributions to the Company. No Member, Director or Officer shall have any personal liability for the repayment of any Capital Contribution of any Interest Holder.

Section 4.4 Advances. If any Interest Holder shall advance any funds to the Company in excess of its Capital Contributions, the amount of such advance shall not entitle it to any increase in its share of the distributions of the Company. The amount of any such advance shall be a debt obligation of the Company to such Interest Holder and shall be subject to such terms and conditions acceptable to the Board, in its sole discretion, and such Interest Holder. Any such advance shall be payable and collectible only out of Company assets, and neither the Members, the Directors nor the Officers shall be personally obligated to repay any part thereof. No Person who makes any non-recourse loan to the Company shall have or acquire, as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Company, other than as a creditor.

ARTICLE V

MEMBERS

Section 5.1 Powers of Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as specifically provided herein, the Members shall have no power to bind the Company.

Section 5.2 Reimbursements. The Company shall reimburse the Members for all ordinary and necessary out-of-pocket expenses incurred by the Members acting on behalf of the Company in accordance with this Agreement. Such reimbursement shall not be deemed to constitute a distributive share of profits or a distribution or return of capital to any Member.

Section 5.3 Partition. Each Interest Holder waives any and all rights that it may have to maintain an action for partition of the Company’s property.

Section 5.4 Resignation. Except in connection with a transfer of all of its Interests pursuant to Article XV, a Member may not resign from the Company prior to the dissolution and winding up of the Company.

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Section 5.5 Meetings of Members.

(i) The annual meeting of the Members for the election of Directors and the transaction of other business shall be held (a) at a time fixed by the Board, on the third Friday in May, if not a legal holiday; (b) if a legal holiday, then at the same time on the next Business Day which is not a legal holiday; or (c) at such date and time during such calendar year as shall be stated in the notice of the meeting or in a duly executed waiver or notice thereof. The annual meeting of Members shall be held at the principal business office of the Company or at such other place or places either within or without the State of Delaware as may be designated by the Board and stated in the notice of the meeting. Written notice of the annual meeting of the Members stating the place, date and hour of such meeting shall be delivered personally or mailed to each Member entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to the date of the meeting, but at any meeting at which all Members shall be present, or of which all Members not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, such notice shall be directed to each Member at its address as the same appears on Schedule A hereto unless a Member shall have filed with the Secretary of the Company a written request that notices intended for it be mailed to some other address, in which case the notice shall be mailed to the address designated in such request.

(ii) At the annual meeting of the Members, the Members shall elect Directors and transact such other business as may properly be brought before the meeting in accordance with Section 5.6.

(iii) Special meetings of the Members, for any purpose or purposes, shall be held whenever called by (A) the Board, the Chairman of the Board or the President, (B) so long as no Event of Default has occurred and is continuing, the Members owning a majority of the issued and outstanding Class A Common Membership Interests or (C) upon the occurrence of an Event of Default, and during the continuation thereof, the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, the Class B Preferred Membership Interests, and the Class C Preferred Membership Interests, voting together as a single class. Any such special meeting of Members may be held at the principal business office of the Company or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice thereof. Written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each Member entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, such notice shall be directed to each Member at its address as the same appears on Schedule A hereto unless a Member shall have filed with the Secretary of the Company a written request that notices intended for it be mailed to some other address, in which case it shall be mailed to the address designated in such request. At any special meeting at which all Members shall be present, or of which all Members not present have waived notice in writing, the giving or notice as above described may be dispensed with.

(iv) At any meeting of the Members, there must be present, either in person or represented by proxy, in order to constitute a quorum, Members owning a majority of the issued

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and outstanding Interests entitled to vote at such meeting. At any meeting of Members at which a quorum is not present, the holders of, or the holders of proxies for, a majority of the Interests entitled to vote and represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

(v) For so long as no Event of Default has occurred and is continuing, each holder of record of Class A Common Membership Interests shall, at every meeting of the Members, be entitled to one (1) vote for each Class A Common Membership Interest standing in its name on the books of the Company; provided, however, that if the question is one upon which by express provision of this Agreement (including, without limitation, Section 5.6), a different vote is required, such express provision shall govern and control the decision of such question. Upon the occurrence of an Event of Default, and during the continuation thereof, the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests shall be entitled to vote together as a single class, and no holder of Common Interests shall be entitled to vote on any matter with respect to such Common Interests held. A Member may exercise any vote to which it is entitled either in person or by proxy appointed by an instrument in writing, subscribed to by such Member or by its duly authorized attorney, and filed with the Secretary of the Company before being voted on, but no proxy shall be voted on after three (3) years from its date, unless such proxy provides for a longer period.

(vi) The vote on all elections of Directors and other questions before any meeting of the Members need not be by ballot, except upon demand by the Members owning the majority of the Interests entitled to vote thereon present in person or by proxy.

(vii) Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment, provided all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by conference telephone or similar communications equipment, the meeting shall be deemed to be held at the principal business office of the Company.

(viii) Any action required to be taken at any annual or special meeting of the Members or any action which may be taken at any annual or special meeting of such Members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the taking of the action without a meeting by less than unanimous consent shall be given to those Members entitled to vote on the matter who have not consented in writing.

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(ix) The Chairman of the Board or the President, or in their absence, any Vice President, shall call to order meetings of the Members and shall act as chairman of such meetings. The Board or the Members may appoint any Member or any Director or Officer to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents. The Secretary of the Company shall act as the secretary of all meetings of the Members, but in the absence of the Secretary, the presiding officer of the meeting may appoint any other person to act as secretary of any meeting.

Section 5.6 Voting Rights of Members.

(i) The Members owning Class B Common Membership Interests shall possess no voting power with respect to such Class B Common Membership Interests held. For so long as no Event of Default has occurred and is continuing, and except as otherwise provided in this Agreement or the Act, (A) the Members owning the Class A Common Membership Interests shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests shall possess no voting power with respect to such Preferred Interests held.

(ii) Upon the occurrence of an Event of Default, and during the continuation thereof, and except as otherwise provided in this Agreement or the Act, (A) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests, and the Class C Preferred Membership Interests, voting together as a single class, shall exclusively possess all voting power for the election of Directors and for all other purposes and shall be entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Class A Common Membership Interests shall possess no voting power with respect to such Common Interests held.

(iii) Notwithstanding the foregoing, so long as any Class A Preferred Membership Interests are outstanding, the Company shall not, without the prior written consent of Class A Preferred Members owning a majority of the Class A Preferred Membership Interests then outstanding:

(A) amend, alter, change or repeal any of the express terms of the Class A Preferred Membership Interests in a manner prejudicial to the holders thereof;

(B) convert any Class A Preferred Membership Interests into another class or series of Interests; or

(C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class A Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to herein as “Class A Senior Interests”); or (ii) authorize, create or issue any obligation

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or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class A Senior Interests;

(D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business;

(E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets;

(F) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or

(G) dissolve or liquidate other than as provided in Section 16.2.

(iv) Notwithstanding the foregoing, so long as any Class B Preferred Membership Interests are outstanding, the Company shall not, without the prior written consent of Class B Preferred Members owning a majority of the Class B Preferred Membership Interests then outstanding:

(A) amend, alter, change or repeal any of the express terms of the Class B Preferred Membership Interests in a manner prejudicial to the holders thereof;

(B) convert any Class B Preferred Membership Interests into another class or series of Interests; or

(C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class B Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to herein as “Class B Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class B Senior Interests;

(D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business;

(E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets;

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(G) dissolve or liquidate other than as provided in Section 16.2.

(v) Notwithstanding the foregoing, so long as any Class C Preferred Membership Interests are outstanding, the Company shall not, without the prior written consent of Class C Preferred Members owning a majority of the Class C Preferred Membership Interests then outstanding:

(A) amend, alter, change or repeal any of the express terms of the Class C Preferred Membership Interests in a manner prejudicial to the holders thereof;

(B) convert any Class C Preferred Membership Interests into another class or series of Interests; or

(C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class C Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to herein as “Class C Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class C Senior Interests;

(D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business;

(E) consolidate or merge with or into any Person, or convert from a limited liability company into any other form of entity; or

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Section 5.7 Redemption of Class A Preferred Membership Interests.

(i) At any time and from time to time after the Class A Preferred Yield Protection Date, the Company may, at its election, expressed by resolution of the Board, redeem, in whole or in part, the Class A Preferred Membership Interests at a price per Class A Preferred Membership Interest equal to the Class A Preferred Liquidation Price plus any accumulated and unpaid Distribution Payments thereon (including all Distribution Payments which have accrued since the most recent Distribution Payment Date).

(ii) Except as set forth in Section 5.7(i), Section 5.8(i) and Section 5.9(i), neither the Company nor any Member shall have any right to redeem or request the redemption of any Interest.

Any redemption pursuant to Section 5.7(i) shall be accomplished by the Company delivering a notice (a “Redemption Notice”) no less than thirty (30) nor more than sixty (60) days prior to such redemption to each holder of record of the Class A Preferred Membership Interests at such holder’s address as it appears on the books of the Company. In consideration for the payment specified in Section 5.7(i), each such holder shall transfer to the Company, in accordance with the procedures set forth in the Redemption Notice, its Class A Preferred Membership Interests free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company, which shall be set forth in the Redemption Notice, to effect and evidence the redemption of such Class A Preferred Membership Interests. If less than all the outstanding Class A Preferred Membership Interests are to be redeemed, the selection of Class A Preferred Membership Interests for redemption shall be made pro-rata among the outstanding Class A Preferred Membership Interests and the Redemption Notice given to each holder shall state the number of Class A Preferred Membership Interests of such holder to be redeemed.

Section 5.8 Redemption of Class B Preferred Membership Interests.

(i) At any time and from time to time after the Class B Preferred Yield Protection Date, the Company may, at its election, expressed by resolution of the Board, redeem, in whole or in part, the Class B Preferred Membership Interests at a price per Class B Preferred Membership Interest equal to the Class B Preferred Liquidation Price plus any accumulated and unpaid Distribution Payments thereon (including all Distribution Payments which have accrued since the most recent Distribution Payment Date).

(i) Any redemption pursuant to Section 5.8(i) shall be accomplished by the Company delivering a Redemption Notice no less than thirty (30) nor more than sixty (60) days prior to such redemption to each holder of record of the Class B Preferred Membership Interests at such holder’s address as it appears on the books of the Company. In consideration for the payment specified in Section 5.8(i), each such holder shall transfer to the Company, in accordance with the procedures set forth in the Redemption Notice, its Class B Preferred Membership Interests free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company, which shall be set forth in the Redemption Notice, to effect and evidence the redemption of such Class B Preferred Membership Interests. If less than all the outstanding Class B Preferred Membership Interests are to be redeemed, the selection of Class B Preferred

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Membership Interests for redemption shall be made pro-rata among the outstanding Class B Preferred Membership Interests and the Redemption Notice given to each holder shall state the number of Class B Preferred Membership Interests of such holder to be redeemed.

Section 5.9 Redemption of Class C Preferred Membership Interests.

(i) Subject to Section 5.9(iii), at any time and from time to time after the Class C Preferred Yield Protection Date, the Company may, at its election, expressed by resolution of the Board, redeem, in whole or in part, the Class C Preferred Membership Interests at a price per Class C Preferred Membership Interest equal to the Class C Preferred Liquidation Price plus any accumulated and unpaid Distribution Payments thereon (including all Distribution Payments which have accrued since the most recent Distribution Payment Date).

(ii) Any redemption pursuant to Section 5.9(i) shall be accomplished by the Company delivering a Redemption Notice no less than thirty (30) nor more than sixty (60) days prior to such redemption to each holder of record of the Class C Preferred Membership Interests at such holder’s address as it appears on the books of the Company. In consideration for the payment specified in Section 5.9(i), each such holder shall transfer to the Company, in accordance with the procedures set forth in the Redemption Notice, its Class C Preferred Membership Interests free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company, which shall be set forth in the Redemption Notice, to effect and evidence the redemption of such Class C Preferred Membership Interests. If less than all the outstanding Class C Preferred Membership Interests are to be redeemed, the selection of Class C Preferred Membership Interests for redemption shall be made pro-rata among the outstanding Class C Preferred Membership Interests and the Redemption Notice given to each holder shall state the number of Class C Preferred Membership Interests of such holder to be redeemed.

(iii) Notwithstanding anything to the contrary contained herein, any redemption of the Class A Preferred Membership Interests and Class B Preferred Membership Interests effected pursuant to Section 5.7 and Section 5.8 shall be made prior and in preference to the Company’s redemption of the Class C Preferred Membership Interests such that the Company shall not redeem any Class C Preferred Membership Interests unless and until the Company shall have previously redeemed in full all outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests.

ARTICLE VI

MANAGEMENT

Section 6.1 Board of Directors. Except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be exclusively managed by or under the direction of a board of directors of the Company (the “Board”) consisting of one or more natural persons designated as directors of the Company as provided below (“Directors”). The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Subject to the foregoing, the number of Directors may be fixed from time to time by (i) the Board, (ii) so long as no Event of Default has occurred and is continuing, the Members owning a

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majority of the issued and outstanding Class A Common Membership Interests or (iii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class. The number of Directors as of the date of this Agreement is hereby set at three (3) and the current Directors are listed on Schedule B attached hereto. Schedule B shall be amended from time to time by the Board to reflect the current Directors, and any such amendment to the information contained therein made in accordance with the provisions of this Agreement shall not constitute an amendment of this Agreement to which Section 17.9 applies. Except as provided in this Article VI, the Directors shall be elected at the annual meeting of the Members by the Members owning a majority of the Class A Common Membership Interests outstanding; provided, however, that upon the occurrence of an Event of Default, and during the continuation thereof, the Directors shall be elected by the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class. Each Director elected shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation or removal. Directors need not be Members. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by resolution duly adopted by the Members owning a majority of the issued and outstanding Class A Common Membership Interests, at a special meeting held for such purpose, or by action taken in lieu of such meeting, at or the next annual meeting of Members following any vacancy; provided, however, that upon the occurrence of an Event of Default, and during the continuation thereof, such vacancies and newly created directorships may be filled by (and only by) the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class. Any Director so chosen to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of Members and until his or her successor is duly elected and qualified or until such Director’s earlier death, resignation or removal.

Section 6.2 Meetings of the Board. The first meeting of each newly elected Board shall be held immediately after the annual meeting of Members and at the same place at which regular meetings of the Board are held, or at such other time and place as may be provided by resolution of the Board, and no notice of such meeting to the newly elected Directors shall be necessary in order to legally constitute the meeting, provided a quorum shall be present. In the event such first meeting of the newly elected Board is not held at that time and place, such meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place, either within or without the State of Delaware, as shall from time to time be determined by the Board. Special meetings of the Board may be called by the Chairman of the Board or by the President by giving notice as set forth in Section 6.8, and such meetings shall be held at the principal business office of the Company or at such other place or places, either within or without the State of Delaware, as shall be specified in the notice thereof.

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Section 6.3 Quorum and Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote if Directors (or members of such committee) having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors (or members of such committee) were present and voted, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 6.4 Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by conference telephone or similar communications equipment, the meeting shall be deemed to be held at the principal business office of the Company.

Section 6.5 Committees of Directors. From time to time the Board, by the affirmative vote of a majority of the whole Board, may designate other committees, each committee to consist of one or more of the Directors, for any purpose or purposes, and any such committee shall have such powers as shall be conferred by the resolution designating such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. Each such committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section 6.6 Removal of Directors. Unless otherwise restricted by Law, any Director or the entire Board may be removed, with or without cause, by the Members owning a majority of the issued and outstanding Class A Common Membership Interests, and any vacancy caused by any such removal shall be filled by the Members owning a majority of the issued and outstanding Class A Common Membership Interests; provided, however, that upon the occurrence of an Event of Default, and during the continuation thereof, any Director or the entire Board may be removed, with or without cause, by (and only by) the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class, and any vacancy caused by any such removal shall be filled by (and only by) the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class.

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Section 6.7 Directors as Agents. The Directors, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers shall bind the Company.

Section 6.8 Notice of Meetings. Notice of any meeting of the Board or any committee thereof requiring notice shall be given to each Director or member of such committee by personal delivery or by mail or by telegram, in any case at least forty-eight (48) hours before the time fixed for the meeting. At any meeting at which all Directors, or members of a committee, shall be present, or at which all Directors, or members of a committee, not present have waived notice in writing, the giving of notice may be dispensed with. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened.

Section 6.9 Resignation. Any Director may resign at any time by giving written notice to the Board, the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VII

OFFICERS

Section 7.1 Officers. The Board may select natural persons who are agents or employees of the Company to be designated as officers of the Company (“Officers”), with such titles as the Board shall determine in its sole discretion. The Board may elect a Chairman of the Board and/or a Chief Executive Officer, and shall elect a President, a Secretary, a Treasurer, and in its discretion, one or more Vice Presidents and/or a Tax Officer. Any number of offices may be held by the same person. The Board may appoint, or may authorize the Chief Executive Officer to appoint (and to remove), such assistant secretaries, assistant treasurers and other subordinate officers as it may deem desirable. The Officers shall hold office until their successors are chosen and qualify. The Officers as of the date of this Agreement are listed on Schedule C attached hereto. Schedule C shall be amended from time to time by the Board to reflect the current Officers, and any such amendment to the information contained therein made in accordance with the provisions of this Agreement shall not constitute an amendment of this Agreement to which Section 17.9 applies.

Section 7.2 The Chief Executive Officer. The Chief Executive Officer, or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board, shall have direct charge of and general supervision over the day-to-day business and affairs of the Company.

Section 7.3 The Chairman of the Board. The Chairman of the Board shall be a member of the Board. He shall preside at all meetings of the Board and shall have such other duties as from time to time may be assigned to him by the Board or by the Chief Executive Officer.

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Section 7.4 The President. The President shall perform all duties incident to the office of a president of a corporation organized under the GCL and such other duties as from time to time may be assigned to him by the Board or by the Chief Executive Officer.

Section 7.5 The Vice Presidents. Each Vice President shall have such powers and shall perform such duties incident to the offices of a vice president of a corporation organized under the GCL, and such other duties from time to time as may be conferred upon or assigned to him by the Board or as may be delegated to him by the Chief Executive Officer or the President. In the absence of the Chief Executive Officer and the President, or in the event of the Chief Executive Officer’s and the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7.6 The Secretary. The Secretary shall attend all meetings of the Board and all meetings of the Members and record all the proceedings of the meetings of the Members and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees of the Board when required. The Secretary shall cause notices of all meetings of the Members and the Board to be given in accordance with this Agreement, shall be custodian of the records and the seal, if any, of the Company, and shall cause the Company seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Company seal is so affixed, may attest to the same. The Secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the GCL or as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

Section 7.7 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Company, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such banks, trust companies or other depositories as shall, from time to time, be designated by the Board, or by the Treasurer if so authorized by the Board. The Treasurer: (i) may endorse for collection on behalf of the Company checks, notes and other obligations, (ii) may sign receipts and vouchers for payments made to the Company, (iii) may, singly or jointly with another person as may be authorized by the Board, sign checks on the Company’s accounts and pay out and disburse the funds of the Company under the direction of the Board, taking proper vouchers for such disbursements, (iv) shall render or cause to be rendered to the Chief Executive Officer, the President and the Board, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the GCL, or as may be assigned from time to time by the Chief Executive Officer, the President or the Board.

Section 7.8 Tax Officer. One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Company.

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Section 7.9 Transfer of Duties. The Board in its sole discretion may transfer the powers and duties, in whole or in part, of any Officer to any other Officer or person(s), notwithstanding anything to the contrary contained in this Agreement.

Section 7.10 Vacancies; Absences. If the office of Chairman of the Board, Chief Executive Officer, President, Vice President, Secretary or Treasurer, or of any other Officer or agent of the Company, becomes vacant for any reason, the Board may, but is not required, to choose a successor to hold office for the remainder of the unexpired term. The Board, whenever necessary, may in the absence of any Officer, designate any other Officer or properly qualified employee to perform the duties of the absent Officer for the time being, and such designated Officer or employee shall have, when so acting, all the powers herein given to such absent Officer.

Section 7.11 Removal. At any meeting of the Board called for the purpose, any Officer or agent of the Company may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board. The Board may authorize the Chief Executive Officer to remove any Officer or agent of the Company, with or without cause.

Section 7.12 Resignation. Any Officer or agent of the Company may resign at any time by giving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time is not specified therein, upon receipt thereof, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 7.13 Compensation of Officers. The Officers shall receive such salary or compensation as may be determined by the Board, in its sole discretion. No Officer shall be prevented from receiving such salary or compensation by reason of the fact that he is also a Director of the Company.

Section 7.14 Delegation of Powers. Each Officer may delegate to any other Officer and to any official, employee or agent of the Company, such portions of his powers as he shall deem appropriate, subject to such limitations and expirations as he shall specify, and may revoke such delegation at any time.

Section 7.15 Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board or the other Officers, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 7.16 Execution of Documents. Unless the Board shall otherwise specifically direct, and except as otherwise specifically provided in this Agreement, all contracts, checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Company shall be executed in the name of the Company by the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Secretary or the Treasurer, or any other Officer that may be designated by the Board.

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ARTICLE VIII

COVENANTS

Section 8.1 Financial Covenants. For so long as any Class A Preferred Membership Interests, Class B Preferred Membership Interests, or Class C Preferred Membership Interests remain outstanding, the Company shall comply with the following financial covenants, measured as of the last day of each calendar quarter beginning with the quarter ending September 30, 2014 and, with respect to the financial covenant set forth in Section 8.1(a) only, as of the date hereof (collectively, the “Financial Covenants”):

(a) (i) the Company’s Net Worth shall be equal to or greater than $1,000,000,000, and (ii) for so long as any Class C Preferred Membership Interests remain outstanding, the Company’s Net Worth shall be equal to or greater than $1,750,000,000; and

(b) the Company’s Distribution Coverage Ratio shall be at least 1:1.

The Company shall not be deemed to have breached, violated or otherwise not complied with a Financial Covenant if such breach or non-compliance is cured or otherwise remedied within forty-five (45) days of the determination date.

ARTICLE IX

DISTRIBUTIONS

Section 9.1 Distributions to Holders of Preferred Interests.

(i) The holders of Class A Preferred Membership Interests shall be entitled to receive, if, when, and as declared by the Directors, out of funds legally available for the payment of distributions and in preference to the Class C Preferred Membership Interests and the Common Interests, cumulative cash distributions with respect to each Class A Preferred Membership Interest owned in an amount equal to 10% of the Class A Preferred Liquidation Price per annum. Such distributions shall be payable quarterly on March 15, June 15, September 15, and December 15 of each year, or if any such date is not a Business Day on the next succeeding Business Day (each such distribution, and each distribution payable to holders of Class B Preferred Membership Interests pursuant to Section 9.1(iii), a “Distribution Payment”, each such date a “Distribution Payment Date” and each such quarter a “Distribution Period”), beginning on September 15, 2008, to holders of record of the Class A Preferred Membership Interests as of a date to be fixed by the Board not exceeding sixty (60) days and not less than ten (10) days preceding the applicable Distribution Payment Date. Such distributions shall be made by the Company by mailing a check or sending a wire transfer, in the amount of such distribution, to such holder’s last registered address listed in the transfer records of the Company, in the case of a check, or to an account specified by such holder at least ten (10) days prior to the applicable Distribution Payment Date, in the case of a wire transfer.

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(ii) The distributions with respect to Class A Preferred Membership Interests provided for in Section 9.1(i) shall be cumulative, whether or not earned or declared, so that, subject to Section 9.1(v), if at any time full cumulative distributions at the rate specified in Section 9.1(i) on all Class A Preferred Membership Interests then outstanding to the end of the Distribution Period next preceding such time shall not have been paid, the amount of the deficiency shall be paid before any dividend or other distribution shall be paid or declared and set apart for payment on any Interest or any sum shall be set aside for or applied by the Company to the purchase, redemption or other acquisition of any Interest. No interest, or sum of money in lieu of interest, shall be payable in respect of any Distribution Payment on the Class A Preferred Membership Interests which may be in arrears.

(iii) The holders of Class B Preferred Membership Interests shall be entitled to receive, if, when, and as declared by the Directors, out of funds legally available for the payment of distributions and in preference to the Class C Preferred Membership Interests and the Common Interests, cumulative cash distributions with respect to each Class B Preferred Membership Interest owned in an amount equal to 9% of the Class B Preferred Liquidation Price per annum. Such distributions shall be payable quarterly on each Distribution Payment Date, beginning on September 15, 2010, to holders of record of the Class B Preferred Membership Interests as of a date to be fixed by the Board not exceeding sixty (60) days and not less than ten (10) days preceding the applicable Distribution Payment Date. Such distributions shall be made by the Company by mailing a check or sending a wire transfer, in the amount of such distribution, to such holder’s last registered address listed in the transfer records of the Company, in the case of a check, or to an account specified by such holder at least ten (10) days prior to the applicable Distribution Payment Date, in the case of a wire transfer.

(iv) The distributions with respect to Class B Preferred Membership Interests provided for in Section 9.1(iii) shall be cumulative, whether or not earned or declared, so that, subject to Section 9.1(v), if at any time full cumulative distributions at the rate specified in Section 9.1(iii) on all Class B Preferred Membership Interests then outstanding to the end of the Distribution Period next preceding such time shall not have been paid, the amount of the deficiency shall be paid before any dividend or other distribution shall be paid or declared and set apart for payment on any Interest or any sum shall be set aside for or applied by the Company to the purchase, redemption or other acquisition of any Interest. No interest, or sum of money in lieu of interest, shall be payable in respect of any Distribution Payment on the Class B Preferred Membership Interests which may be in arrears.

(v) The respective rights of holders of Class A Preferred Membership Interests and Class B Preferred Membership Interests to receive such distributions as set forth in this Section 9.1 shall rank pari passu with each other, so that if distributions on the Class A Preferred Membership Interests and the Class B Preferred Membership Interests are not paid in full, the holders of the Class A Preferred Membership Interests and the Class B Preferred Membership Interests shall share ratably in the payment of such distributions including accumulations, if any, in proportion to the sums which would be payable on the Class A Preferred Membership Interests and the Class B Preferred Membership Interests if all distributions thereon were declared and paid in full. If the distributions on any Preferred Interests of any class and series ranking equally in the payment of

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distributions with the Class A Preferred Membership Interests and Class B Preferred Membership Interests are not paid in full, the Preferred Interests of such classes and series, including the Class A Preferred Membership Interests and Class B Preferred Membership Interests, shall share ratably in the payment of such distributions including accumulations, if any, in proportion to the sums which would be payable on such Preferred Interests if all distributions were declared and paid in full.

(vi) After all the distributions to the holders of the Class A Preferred Membership Interests and Class B Preferred Membership Interests provided for in clauses (i) through (v) of this Section 9.1, with respect to the then-current Distribution Period and all preceding Distribution Periods, have been paid in full, or have been declared in full and funds set apart for the payment of such distributions, the Class C Preferred Membership Interests shall be entitled to receive, if, when, and as declared by the Directors after such time, out of funds legally available for the payment of distributions and in preference to the Common Interests, cumulative cash distributions with respect to each Class C Preferred Membership Interest owned in an amount equal to 7.5% of the Class C Preferred Liquidation Price per annum. Such distributions shall be payable quarterly on March 15, June 15, September 15, and December 15 of each year, or if any such date is not a Business Day on the next succeeding Business Day, beginning on September 15, 2014, to holders of record of the Class C Preferred Membership Interests as of a date to be fixed by the Board not exceeding sixty (60) days and not less than ten (10) days preceding the applicable distribution payment date. Such distributions shall be made by the Company by mailing a check or sending a wire transfer, in the amount of such distribution, to such holder’s last registered address listed in the transfer records of the Company, in the case of a check, or to an account specified by such holder at least ten (10) days prior to the applicable distribution payment date, in the case of a wire transfer.

(vii) The distributions with respect to Class C Preferred Membership Interests provided for in Section 9.1(vi) shall be cumulative, whether or not earned or declared, so that if at any time full cumulative distributions at the rate specified in Section 9.1(vi) on all Class C Preferred Membership Interests then outstanding to the end of the distribution period next preceding such time shall not have been paid, the amount of the deficiency shall be paid before any dividend or other distribution shall be paid or declared and set apart for payment on any Common Interest or any sum shall be set aside for or applied by the Company to the purchase, redemption or other acquisition of any Common Interest. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment on the Class C Preferred Membership Interests which may be in arrears.

Section 9.2 Distributions to Holders of Common Interests. Subject to Section 9.1, the Class A Common Membership Interests and Class B Common Membership Interests shall rank pari passu with each other with respect to, and share ratably in, any and all distributions made on the Common Interests; provided, however, that so long as any Preferred Interests are outstanding, the Company shall not declare or pay any distributions on the Common Interests, except as follows:

(A) Distributions may be paid upon the Common Interests only after all the distributions provided for in Section 9.1, with respect to the then-current Distribution Period and all preceding Distribution Periods, have been paid in full, or have been declared in full and funds set apart for the payment of such distributions.

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(B) After the payment of the distributions provided for in Section 9.1, as to which, for the avoidance of doubt, the Preferred Interests are expressly entitled in preference to the Common Interests, the Common Interests alone (subject to the rights of any other class or series of Preferred Interests) shall receive all further distributions, if any.

Section 9.3 Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the Company, and the Board on behalf of the Company, shall not make a distribution to any Interest Holder on account of its interest in the Company if such distribution would violate Section 18-607 or Section 18-804 of the Act or other applicable Law.

ARTICLE X

COMMON INTERESTS, PREFERRED INTERESTS, AND ADDITIONAL INTERESTS

Section 10.1 Classes of Interests. Initially, the Interests shall consist of Common Interests and Preferred Interests. The Common Interests currently consist of the Class A Common Membership Interests and Class B Common Membership Interests and the Preferred Interests currently consist of the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests.

Section 10.2 Additional Limited Liability Company Interests.

(i) Subject to the consent rights of the Class A Preferred Members and Class B Preferred Members set forth in Section 5.6(iii) and (iv) hereof, the Company is authorized, in the Board’s sole discretion, in order to raise additional capital, acquire assets, redeem or retire Company debt, or for any other Company purpose, to cause the Company to issue:

(A) an unlimited number of additional Common Interests, Preferred Interests, or any other type of limited liability company interest in the Company, which may be of a new class or classes or series, from time to time to Members or to other Persons and to admit them to the Company as Additional Members, all without the approval of the Members or any other Persons who may acquire an interest in any of the limited liability company interests in the Company or

(B) an unlimited number of any other type of security of the Company, including, without limitation, unsecured and secured debt obligations of the Company, debt obligations of the Company convertible into any class or series of Common Interests or other limited liability company interests that may be issued by the Company, options, rights or warrants to purchase any such class or series of Common Interests or other limited liability company interests in the Company, or any combination of any of the foregoing, from time to time to Members or other Persons on terms and conditions to be established in the sole discretion of the Board, all without the approval of the Members or any other Persons who may acquire an interest in any of the limited liability company interests in the Company;

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provided, however, that the Company shall not issue any such limited liability company interest in the Company or any such other type of security of the Company if, immediately thereafter, the Company would reasonably be expected to be in breach, default or violation of, or non-compliance with, any of the Financial Covenants (without taking into account, for the avoidance of doubt, the forty-five (45) day cure period referenced in Section 8.1).

(ii) With respect to any limited liability company interests in the Company or other securities issued or issuable by the Company pursuant to Section 10.2(i), subject to the limitations referred to in Section 10.2(i) and except as prohibited by the Act:

(H) there shall be no limit on the number of such limited liability company interests in the Company or other securities that may be so issued, and the Board shall have sole discretion in determining the consideration and terms and conditions with respect to any such limited liability company interests in the Company or other securities;

(I) the Board shall do all things necessary to comply with the Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any such issuance, including without limitation compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency;

(J) the Company may assume liabilities and hypothecate its property in connection with any such issuance;

(K) such limited liability company interests shall be issuable from time to time in one or more classes or series, at such price, and with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers, and duties senior to existing Interests or classes or series thereof, all as shall be fixed by the Board in the exercise of its sole discretion, including, without limitation: (i) the right of such additional limited liability company interests in the Company or class or series thereof to share in Company distributions; (ii) the rights of such additional limited liability company interests in the Company or class or series thereof upon dissolution and liquidation of the Company; (iii) whether such additional limited liability company interests in the Company or class or series thereof are redeemable by the Company and, if so, the price at which, and the terms and conditions on which, such additional limited liability company interests in the Company or class or series thereof may be redeemed by the Company; (iv) whether such additional limited liability company interests in the Company or class or series thereof are issued with the privilege of conversion and, if so, the rate at and the terms and conditions upon which such additional limited liability company interests in the Company or class or series thereof may be converted into any other limited liability company interest in the Company or class or series thereof; (v) the terms and conditions of the issuance of such additional limited liability company interests in the Company or class or series thereof; and (vi) the

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rights of such additional limited liability company interests in the Company or class or series thereof to vote on matters relating to the Company and this Agreement; and

(L) upon such issuance, the Board, in its sole discretion and without the approval of any Member or other Person who may acquire an interest in any limited liability company interests in the Company, may amend any provision of this Agreement (each Person accepting limited liability company interests in the Company being deemed to approve such amendment), and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, as shall be necessary or desirable to reflect the authorization and issuance of such additional limited liability company interests in the Company or class or series thereof or other securities and the relative rights and preferences of such additional limited liability company interests in the Company or class or series thereof or other securities, and any such action shall not be subject to Section 17.9 of this Agreement.

Section 10.3 Certificates.

(ii) An Interest Holder's Interests in the Company (including the Common Interests and the Preferred Interests) shall be represented by one or more certificates issued to such Interest Holder by the Company (any such certificate is referred to herein as a “Certificate”). Each such Certificate shall be denominated in terms of the number of Interests evidenced by such Certificate and shall be signed by at least one Officer on behalf of the Company. Each Interest shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. On the date hereof, the Company shall issue to each Member one or more Certificates in the name of such Member to represent the Common Interests and/or Preferred Interests owned by such Member as of the date hereof, to the extent such Member has not hereto been issued a Certificate representing such Common Interests and/or Preferred Interests owned by such Member as of the date hereof.

(iii) Upon the issuance of additional Interests to any Person in accordance with the provisions of the Agreement, the Company shall issue to such Person one or more Certificates in the name of such Person. Each such Certificate shall be denominated in terms of the type and number of Interests evidenced by such Certificate and shall be signed by at least one Officer on behalf of the Company.

(iv) The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Interests represented by such Certificate, as reflected on the books and records of the Company:

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(A) makes proof by affidavit, in form and substance satisfactory to the Board, in its sole discretion, that such previously issued Certificate has been lost, stolen or destroyed;

(B) requests the issuance of a new Certificate before the Company has notice that such previously issued Certificate has been acquired by a protected purchaser;

(C) if requested by the Board in its sole discretion, delivers to the Company a bond, in form and substance satisfactory to the Board in its sole discretion, with such surety or sureties as the Board in its sole discretion may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(D) satisfies any other reasonable requirements imposed by the Board.

(v) Upon an Interest Holder's transfer of any or all of its Interests represented by a Certificate in accordance with the provisions of this Agreement, such Interest Holder shall deliver such Certificate to the Company for cancellation (endorsed thereon or endorsed on a separate document), and any Officer shall thereupon cause to be issued a new Certificate to such Interest Holder's transferee for the type and number of Interests being transferred and, if applicable, cause to be issued to such Interest Holder a new Certificate for that type and number of Interests that were represented by the canceled Certificate and that are not being transferred; provided, however, that the Company shall have no duty to register the transfer unless the requirements of Section 8-401 of the Uniform Commercial Code as in effect in the State of Delaware are satisfied.

Section 10.4 Legends.

(iv) Each Certificate issued by the Company shall include the following legend:

"THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SET FORTH IN, AND THIS CERTIFICATE AND THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY HOLDINGS COMPANY LLC, DATED AS OF [ ], AS THE SAME MAY BE FURTHER AMENDED OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”). THE TRANSFER OF THIS CERTIFICATE AND THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED HEREBY ARE RESTRICTED AS DESCRIBED IN THE AGREEMENT.

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EACH LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8‑102(a)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.”

(v) In addition, unless counsel to the Company has advised the Company that such legend is no longer needed, each Certificate shall bear a legend in substantially the following form:

“THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.”

ARTICLE XI

BOOKS AND RECORDS

Section 11.1 Books, Records and Financial Statements.

(iii) At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and of the Certificate of Formation, shall at all times be maintained at the

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principal place of business of the Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative for any purpose reasonably related to such Member’s interest in the Company.

(iv) The Company, and the Board on behalf of the Company, shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company. The Company, and the Board on behalf of the Company, shall prepare and file, or cause to be prepared and filed, all applicable federal and state tax returns.

Section 11.2 Accounting Method. For financial and tax reporting purposes, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner in accordance with generally accepted accounting principles and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

Section 11.3 Annual Audit. At any time at the Board’s sole discretion, the financial statements of the Company may be audited by an independent certified public accountant, selected by the Board in its sole discretion, with such audit to be accompanied by a report of such accountant containing its opinion. The cost of such audits will be an expense of the Company. A copy of any such audited financial statements and accountant’s report will be made available for inspection by the Members.

ARTICLE XII

TAX MATTERS

Section 12.1 Taxation as Corporation. Unless otherwise determined by the Class A Common Member, the Company shall be treated as a corporation for U.S. federal income tax purposes.

ARTICLE XIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 13.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Director shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Director.

Section 13.2 Exculpation.

(i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except

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that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s bad faith.

(ii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, income or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

Section 13.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of bad faith with respect to such acts or omissions; provided, however, that any indemnity under this Section 13.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability with respect to such indemnity.

Section 13.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 13.3 hereof.

Section 13.5 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Board shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other Persons as the Board shall determine in its sole discretion, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons and such other Persons as the Board shall determine in its sole discretion and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 13.4 hereof and containing such other procedures regarding indemnification as are appropriate.

Section 13.6 Duties of Directors and Officers. Except as otherwise provided in this Agreement, including this Article XIII, in exercising their rights and performing their duties under this Agreement, each Director and Officer shall have a fiduciary duty similar to that of a director or officer, respectively, of a business corporation organized under the GCL. Each Member, by execution of this Agreement, agrees to, consents to, and acknowledges the delegation of powers

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and authority to the Board, and to actions and decisions of the Board within the scope of the Board’s authority as provided herein.

Section 13.7 Outside Businesses. Any Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, whether now existing or hereafter acquired or initiated, and whether or not such ventures are competitive with the Company, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Covered Person. No Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Covered Person shall not be liable to the Company or to any Member for breach of any fiduciary or other duty by reason of the fact that such Covered Person pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Member or other Interest Holder shall have any rights or obligations by virtue of this Agreement or the relationships created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Company, shall not be deemed wrongful, improper, or the breach of any duty to the Company or any Member or other Interest Holder existing at law, in equity or otherwise.

Section 13.8 Affiliated Transactions. The Members hereby acknowledge that the purposes of the Company include the Company’s engaging in dealings, transactions, agreements and contracts with Covered Persons and Affiliates of the Company, and the Members hereby agree that the Company may deal, transact and contract with Affiliates of the Company and Covered Persons on such terms as such Affiliate or Covered Person and the Company shall agree, and the Members agree that any such dealings, transactions, agreements or contracts shall not be deemed a breach of such Covered Person’s or any Member’s or Director’s duty of loyalty to the Company or to the Members or other Interest Holders, or any other duty to the Company or to the Members or the other Interest Holders existing at law, in equity or otherwise, or be void or voidable, by reason of the fact that such Covered Person or any Member or Director is in any way interested in such transaction, participated in any Member or Board approval of such transaction, or realized profits or income, directly or indirectly, from any such transaction, so long as the terms of any such transaction are entered into in good faith.

Section 13.9 Duty of Disclosure. Notwithstanding anything to the contrary contained in this Agreement or any duty existing at law, in equity or otherwise, the Company and any Covered Person shall fully satisfy its duty of disclosure to any Member, other Interest Holder or any other Person if the Company and any such Covered Person do not act in bad faith.

Section 13.10 Conflicts of Interest. Whenever a conflict of interest exists or arises between a Covered Person and another Covered Person, or whenever this Agreement or any other agreement contemplated herein provides that a Covered Person shall act in a manner that is, or provides terms that are, reasonable to the Company or any Member or other Interest Holder, the Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement,

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transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by such Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

Section 13.11 Discretion. Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement a Member or the Board is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Member and/or each Director shall be entitled to consider such interests and factors as it desires, including its own interests (or, in the case of any of the Directors, the interests of the Members that appointed such Director), and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in its “good faith” or under another expressed standard, such Member or the Board shall act under such express standard, and in no circumstance addressed in this Section 13.11 shall a Member, the Board or any Director be subject to any other or different standards.

Section 13.12 Duties. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other Interest Holder, a Covered Person acting under this Agreement shall not be liable to the Company or to any Member or other Interest Holder for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

ARTICLE XIV

ADDITIONAL MEMBERS

Section 14.1 Admission. By approval of the Board, in its sole discretion, and without the vote of any Members (except as may be required pursuant to Section 5.6(iii) or (iv)), or any other Person, the Company is authorized to admit any Person as an additional member of the Company (each, an “Additional Member” and collectively, the “Additional Members”). Each such Person shall be admitted as an Additional Member at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Member on Schedule A hereto. The legal fees and expenses associated with such admission shall be borne by the Company.

ARTICLE XV

ASSIGNABILITY AND SUBSTITUTE MEMBERS

Section 15.1 Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or

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otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests, and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Article XV, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company, and the Company shall continue without dissolution.

Section 15.2 Recognition of Assignment by Company. To the fullest extent permitted by law, no assignment, or any part thereof, that is in violation of this Article XV shall be valid or effective, and neither the Company nor the Members shall recognize the same for the purpose of making distributions pursuant to Article IX hereof with respect to such Interest or part thereof. To the fullest extent permitted by law, neither the Company, the Members, the Directors nor the Officers shall incur any liability as a result of refusing to make any such distributions to the assignee of any such invalid assignment.

Section 15.3 Effective Date of Assignment. The Company shall maintain books for the purpose of registering the transfer of Interests. Any valid assignment of an Interest Holder’s Interests, or part thereof, pursuant to the provisions of Section 15.1 hereof shall be effective when the transfer of the Interests is registered upon books maintained for that purpose by or on behalf of the Company. The Company shall, from the effective date of such assignment, thereafter pay all further

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distributions on account of the Interests (or part thereof) so assigned, to the assignee of such interest(s), or part thereof.

Section 15.4 Pledge. No Interest Holder may pledge or otherwise encumber the whole or any part of its Interests without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member.

ARTICLE XVI

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 16.1 No Dissolution. The Company shall not be dissolved by the admission of Additional Members or Substitute Members in accordance with the terms of this Agreement.

Section 16.2 Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (the day on which any such event occurs is referred to as the “Dissolution Date”):

(i) the written consent of (i) so long as no Event of Default has occurred and is continuing, the Members owning a majority of the issued and outstanding Class A Common Membership Interests and the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class, or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class;

(ii) at any time that there are no members of the Company unless the Company is continued in accordance with the Act; or

(iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act;

provided, that neither the merger or consolidation of the Company with another entity nor the sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 16.2 unless one or more of the foregoing events shall have also occurred.

Section 16.3 Winding Up. Upon dissolution of the Company, the Board shall carry out the winding up of the Company and shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize

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the normal losses attendant upon a liquidation. Upon dissolution of the Company, the assets of the Company, including any proceeds of liquidation thereof, shall be distributed in the following order and priority:

(i) To creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof).

(ii) To the Members holding the Class A Preferred Membership Interests and Class B Preferred Membership Interests, in an amount equal to the sum of (A) the Applicable Liquidation Price multiplied by the number of Class A Preferred Membership Interests and Class B Preferred Membership Interests held by such Member, and (B) any Distribution Payments accumulated on such Class A Preferred Membership Interests and Class B Preferred Membership Interests remaining unpaid as of the Dissolution Date, and to the holders of any other Preferred Interests (other than the Class C Preferred Membership Interests), in an amount equal to the liquidation price thereof multiplied by the number of such Preferred Interests held by such Member, plus any distributions thereon accumulated and unpaid as of the Dissolution Date.

(iii) To the Members holding the Class C Preferred Membership Interests, in an amount equal to the sum of (A) the Class C Preferred Liquidation Price multiplied by the number of Class C Preferred Membership Interests held by such Member, and (B) any Distribution Payments accumulated on such Class C Preferred Membership Interests remaining unpaid as of the Dissolution Date.

(iv) To the Members holding Common Interests according to their Percentage Interests.

In the event of any voluntary liquidation, dissolution, or winding up of the Company, (A) the Class A Preferred Membership Interests and Class B Preferred Membership Interests, together with and on par with all other Preferred Interests (other than the Class C Preferred Membership Interests, and except as may be specifically provided with respect to any other Preferred Interests), shall have a preference over the Class C Preferred Membership Interests and the Common Interests until the amounts set forth in Section 16.3(ii) shall have been paid to the Members holding the Class A Preferred Membership Interests and Class B Preferred Membership Interests and any other Preferred Interests (other than the Class C Preferred Membership Interests) and (B) the Class C Preferred Membership Interests shall have a preference over the Common Interests until the amounts set forth in Section 16.3(iii) shall have been paid to the Members holding the Class C Preferred Membership Interests. Neither the merger or consolidation of the Company with another entity nor the sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 16.3.

Section 16.4 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article XVI and the Certificate of Formation shall have been canceled in the manner required by the Act.

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Section 16.5 Claims of the Interest Holders. The Interest Holders and former Interest Holders shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Interest Holders and former Interest Holders shall have no recourse against the Company, any Member, any Director or any Officer.

ARTICLE XVII

MISCELLANEOUS

Section 17.1 Notices. Unless otherwise specifically provided in this Agreement, all notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered, mailed via an overnight courier service, telecopied or mailed by registered or certified mail, as follows:

(iv) If given to the Company at the address specified in Section 2.4 of this Agreement;

(v) if given to a Director, at such Director’s mailing address as provided to the Company; or

(vi) if given to any Member at the address set forth opposite its name on Schedule A attached hereto, or at such other address as such Member may hereafter designate by written notice to the Company.

All such notices shall be deemed to have been given when received.

Section 17.2 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law or otherwise.

Section 17.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and, to the extent permitted by this Agreement, their successors, legal representatives and assigns.

Section 17.4 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise stated, all references herein to “Articles,” “Sections” and “Paragraphs” shall refer to corresponding provisions of this Agreement.

Section 17.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

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Section 17.6 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

Section 17.7 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 17.8 Governing Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.

Section 17.9 Amendments. Except as otherwise specifically provided herein, any amendment to this Agreement shall be adopted and be effective as an amendment hereto only upon the affirmative vote of (i) so long as no Event of Default has occurred and is continuing, the Members owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; provided, in either case, that such amendment is in writing and executed by such Members entitled to vote thereon.

Section 17.10 No Implied Rights or Remedies. Nothing expressed or implied shall be construed to confer upon any Person, except the Members, the other Interest Holders, the Directors, Officers and Covered Persons any rights or remedies under or by reason of this Agreement.

[Remainder of page intentionally left blank. Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above stated.

CLASS A COMMON MEMBER:

ENTERGY INTERNATIONAL LTD LLC

By:/s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

SCHEDULE A

MEMBERS

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Name	Mailing Address	Class and Number of Interests	Percentage Interest
Entergy International LTD LLC	2001 Timberloch Place The Woodlands, Texas 77380	1,000 Class A Common Membership Interests	46.25%

Entergy Corporation	639 Loyola Avenue New Orleans, Louisiana 70113	1,162 Class B Common Membership Interests	53.75%

Entergy Louisiana, LLC	446 North Boulevard Baton Rouge, Louisiana 70802	5,449,861.85 Class A Preferred Membership Interests 2,624,297.11 Class B Preferred Membership Interests 2,272,725.89 Class C Preferred Membership Interests	n/a
Entergy Gulf States Louisiana, L.L.C.	446 North Boulevard Baton Rouge, Louisiana 70802	1,393,918.39 Class A Preferred Membership Interests 1,502,643.04 Class B Preferred Membership Interests 662,426.80 Class C Preferred Membership Interests	n/a
Deutsche Bank AG, London Branch	Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London, EC2N 2DB E-Mail: GPFNY@list.db.com; CSGTRADES@LlST.DB.COM; baxter.wasson@db.com;michael.hervitz@db.com; josef.burstein@db.com; benjamin.robbins@db.com	500,000 Class A Preferred Membership Interests	n/a

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SCHEDULE B

DIRECTORS

Steven C. McNeal

Eddie Peebles

Andrew Rosenlieb

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SCHEDULE C

OFFICERS



Officer	Title
Eddie Peebles	President
Steven C. McNeal	Vice President and Treasurer
Andrew Rosenlieb	Vice President
Thomas G. Wagner	Assistant Secretary
Dawn Balash	Assistant Secretary
Paul Wichers	Tax Officer

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Exhibit 12(a) Q2



Exhibit 12(a)

Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest Charges	$	92,340	$	91,598	$	83,545	$	82,860	$	91,318	$	91,802
Interest applicable to rentals	14,440		6,612		6,492		5,768		5,350		5,024

Total fixed charges, as defined	106,780		98,210		90,037		88,628		96,668		96,826

Preferred dividends, as defined (a)	15,275		8,483		11,310		11,310		11,310		11,310

Combined fixed charges and preferred dividends, as defined	$	122,055	$	106,693	$	101,347	$	99,938	$	107,978	$	108,136

Earnings as defined:
Net Income	$	66,875	$	172,618	$	164,891	$	152,365	$	161,948	$	164,121
Add:
Provision for income taxes:
Total	81,756		112,944		132,765		94,806		91,787		90,665
Fixed charges as above	106,780		98,210		90,037		88,628		96,668		96,826

Total earnings, as defined	$	255,411	$	383,772	$	387,693	$	335,799	$	350,403	$	351,612

Ratio of earnings to fixed charges, as defined	2.39		3.91		4.31		3.79		3.62		3.63

Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.09		3.60		3.83		3.36		3.25		3.25


_________________
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

Exhibit 12(b) Q2



Exhibit 12(b)

Entergy Gulf States Louisiana, L.L.C.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest charges	$	118,243	$	101,318	$	84,356	$	83,251	$	81,118	$	81,215
Interest applicable to rentals	3,767		2,204		2,309		2,074		1,902		1,866

Total fixed charges, as defined	122,010		103,522		86,665		85,325		83,020		83,081

Preferred dividends, as defined (a)	1,306		1,006		1,341		1,341		1,341		1,346

Combined fixed charges and preferred dividends, as defined	$	123,316	$	104,528	$	88,006	$	86,666	$	84,361	$	84,427

Earnings as defined:
Net Income	$	153,281	$	174,319	$	201,604	$	158,977	$	161,662	$	187,420
Add:
Income Taxes	88,951		92,297		89,736		52,616		56,819		70,758
Fixed charges as above	122,010		103,522		86,665		85,325		83,020		83,081

Total earnings, as defined	$	364,242	$	370,138	$	378,005	$	296,918	$	301,501	$	341,259

Ratio of earnings to fixed charges, as defined	2.99		3.58		4.36		3.48		3.63		4.11

Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.95		3.54		4.30		3.43		3.57		4.04

_______________________
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

Exhibit 12(c) Q2



Exhibit 12(c)

Entergy Louisiana, LLC
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Distributions



	2009		2010		2011			2012			2013		2014

Fixed charges, as defined:
Total Interest	$	103,671	$	119,484	$	116,803		$	136,967		$	153,529	$	161,571
Interest applicable to rentals	6,810		4,103		4,269			3,928			3,544		3,502

Total fixed charges, as defined	110,481		123,587		121,072			140,895			157,073		165,073

Preferred distributions, as defined (a)	8,295		8,474		11,297			11,297			11,297		11,327

Combined fixed charges and preferred distributions, as defined	$	118,776	$	132,061	$	132,369		$	152,192		$	168,370	$	176,400

Earnings as defined:
Net Income	$	232,845	$	231,435	$	473,923		$	281,081		$	252,464	$	273,756
Add:
Provision for income taxes:
Total Taxes (Benefit)	45,050		66,546		(370,211		)	(128,922		)	81,877		95,787
Fixed charges as above	110,481		123,587		121,072			140,895			157,073		165,073

Total earnings, as defined	$	388,376	$	421,568	$	224,784		$	293,054		$	491,414	$	534,616

Ratio of earnings to fixed charges, as defined	3.52		3.41		1.86			2.08			3.13		3.24

Ratio of earnings to combined fixed charges and
preferred distributions, as defined	3.27		3.19		1.70			1.93			2.92		3.03

_______________________
(a) "Preferred distributions," as defined by SEC regulation S-K, are computed by dividing the preferred distribution
requirement by one hundred percent (100%) minus the income tax rate.

Exhibit 12(d) Q2



Exhibit 12(d)

Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest	$	51,282	$	55,774	$	52,273	$	57,345	$	59,031	$	57,687
Interest applicable to rentals	1,959		1,921		1,731		1,637		1,148		1,342

Total fixed charges, as defined	53,241		57,695		54,004		58,982		60,179		59,029

Preferred dividends, as defined (a)	4,370		3,435		4,580		4,580		4,580		4,580

Combined fixed charges and preferred dividends, as defined	$	57,611	$	61,130	$	58,584	$	63,562	$	64,759	$	63,609

Earnings as defined:

Net Income	$	79,367	$	85,377	$	108,729	$	46,768	$	82,159	$	101,674
Add:
Provision for income taxes:
Total income taxes	43,395		50,111		28,801		58,679		49,757		62,687
Fixed charges as above	53,241		57,695		54,004		58,982		60,179		59,029

Total earnings, as defined	$	176,003	$	193,183	$	191,534	$	164,429	$	192,095	$	223,390

Ratio of earnings to fixed charges, as defined	3.31		3.35		3.55		2.79		3.19		3.78

Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.06		3.16		3.27		2.59		2.97		3.51


_______________
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

Exhibit 12(e) Q2



Exhibit 12(e)

Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest	$	16,965	$	13,170	$	11,114	$	11,344	$	13,675	$	13,689
Interest applicable to rentals	593		751		743		670		564		558

Total fixed charges, as defined	17,558		13,921		11,857		12,014		14,239		14,247

Preferred dividends, as defined (a)	1,454		1,177		1,569		1,569		1,569		1,569

Combined fixed charges and preferred dividends, as defined	$	19,012	$	15,098	$	13,426	$	13,583	$	15,808	$	15,816

Earnings as defined:

Net Income	$	30,479	$	31,114	$	35,976	$	17,065	$	11,683	$	24,446
Add:
Provision for income taxes:
Total	15,346		16,601		15,862		7,240		1,619		9,320
Fixed charges as above	17,558		13,921		11,857		12,014		14,239		14,247

Total earnings, as defined	$	63,383	$	61,636	$	63,695	$	36,319	$	27,541	$	48,013

Ratio of earnings to fixed charges, as defined (b)	3.61		4.43		5.37		3.02		1.93		3.37

Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.33		4.08		4.74		2.67		1.74		3.04


_________________
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

Exhibit 12(f) Q2



Exhibit 12(f)

Entergy Texas, Inc. and Subsidiaries
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest charges	$	106,163	$	95,272	$	93,554	$	96,035	$	92,156	$	91,433
Interest applicable to rentals	3,069		3,178		3,497		2,750		1,918		1,860

Total fixed charges, as defined	$	109,232	$	98,450	$	97,051	$	98,785	$	94,074	$	93,293


Earnings as defined:
Net Income	$	63,841	$	66,200	$	80,845	$	41,971	$	57,881	$	77,756
Add:
Income Taxes	36,915		42,383		49,492		33,118		30,108		40,246
Fixed charges as above	109,232		98,450		97,051		98,785		94,074		93,293

Total earnings, as defined	$	209,988	$	207,033	$	227,388	$	173,874	$	182,063	$	211,295

Ratio of earnings to fixed charges, as defined	1.92		2.10		2.34		1.76		1.94		2.26

Exhibit 12(g) Q2



Exhibit 12(g)

System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges



	2009		2010		2011		2012		2013		2014

Fixed charges, as defined:
Total Interest	$	47,570	$	51,912	$	48,117	$	45,214	$	38,173	$	47,119
Interest applicable to rentals	5,885		634		684		655		974		941

Total fixed charges, as defined	$	53,455	$	52,546	$	48,801	$	45,869	$	39,147	$	48,060

Earnings as defined:
Net Income	$	48,908	$	82,624	$	64,197	$	111,866	$	113,664	$	108,474
Add:
Provision for income taxes:
Total	96,901		56,049		74,953		77,115		68,853		69,961
Fixed charges as above	53,455		52,546		48,801		45,869		39,147		48,060

Total earnings, as defined	$	199,264	$	191,219	$	187,951	$	234,850	$	221,664	$	226,495

Ratio of earnings to fixed charges, as defined	3.73		3.64		3.85		5.12		5.66		4.71

Exhibit 31.A Q2

Exhibit 31(a)

CERTIFICATIONS

I, Leo P. Denault, certify that:

I have reviewed this quarterly report on Form 10-Q of Entergy Corporation;


1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


3.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


4.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Leo P. Denault
Leo P. Denault
Chairman of the Board and Chief Executive Officer
of Entergy Corporation

Date: August 7, 2014

Exhibit 31.B Q2

Exhibit 31(b)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:

I have reviewed this quarterly report on Form 10-Q of Entergy Corporation;


1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


3.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


4.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Corporation

Date: August 7, 2014

Exhibit 31.C Q2

Exhibit 31(c)

CERTIFICATIONS

I, Hugh T. McDonald, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Arkansas, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman of the Board, President, and
Chief Executive Officer of Entergy Arkansas, Inc.

Date: August 7, 2014

Exhibit 31.D Q2

Exhibit 31(d)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Arkansas, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Arkansas, Inc.

Date: August 7, 2014

Exhibit 31.E Q2

Exhibit 31(e)

CERTIFICATIONS

I, Phillip R. May, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Gulf States Louisiana, L.L.C.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Phillip R. May, Jr.
Phillip R. May, Jr.
Chairman of the Board, President, and Chief Executive
Officer of Entergy Gulf States Louisiana, L.L.C.

Date: August 7, 2014

Exhibit 31.F Q2

Exhibit 31(f)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Gulf States Louisiana, L.L.C.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Gulf States Louisiana, L.L.C.

Date: August 7, 2014

Exhibit 31.G Q2

Exhibit 31(g)

CERTIFICATIONS

I, Phillip R. May, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Louisiana, LLC;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Phillip R. May, Jr.
Phillip R. May, Jr.
Chairman of the Board, President, and Chief Executive
Officer of Entergy Louisiana, LLC

Date: August 7, 2014

Exhibit 31.H Q2

Exhibit 31(h)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Louisiana, LLC;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Louisiana, LLC

Date: August 7, 2014

Exhibit 31.I Q2

Exhibit 31(i)

CERTIFICATIONS

I, Haley R. Fisackerly, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Mississippi, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Haley R. Fisackerly
Haley R. Fisackerly
Chairman of the Board, President, and Chief Executive Officer
of Entergy Mississippi, Inc.

Date: August 7, 2014

Exhibit 31.J Q2

Exhibit 31(j)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Mississippi, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Mississippi, Inc.

Date: August 7, 2014

Exhibit 31.K Q2

Exhibit 31(k)

CERTIFICATIONS

I, Charles L. Rice, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy New Orleans, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Charles L. Rice, Jr.
Charles L. Rice, Jr.
Chairman of the Board, President, and Chief Executive Officer
of Entergy New Orleans, Inc.

Date: August 7, 2014

Exhibit 31.L Q2

Exhibit 31(l)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy New Orleans, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy New Orleans, Inc.

Date: August 7, 2014

Exhibit 31.M Q2

Exhibit 31(m)

CERTIFICATIONS

I, Sallie T. Rainer, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Texas, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Sallie T. Rainer
Sallie T. Rainer
Chair of the Board, President, and Chief Executive Officer
of Entergy Texas, Inc.

Date: August 7, 2014

Exhibit 31.N Q2

Exhibit 31(n)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Entergy Texas, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Texas, Inc.

Date: August 7, 2014

Exhibit 31.O Q2

Exhibit 31(o)

CERTIFICATIONS

I, Theodore H. Bunting, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of System Energy Resources, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
President and Chief Executive Officer
of System Energy Resources, Inc.

Date: August 7, 2014

Exhibit 31.P Q2

Exhibit 31(p)

CERTIFICATIONS

I, Andrew S. Marsh, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of System Energy Resources, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial
Officer of System Energy Resources, Inc.

Date: August 7, 2014

Exhibit 32.A Q2

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Leo P. Denault, Chairman of the Board and Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Leo P. Denault
Leo P. Denault
Chairman of the Board and Chief Executive Officer
of Entergy Corporation

Date: August 7, 2014

Exhibit 32.B Q2

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Corporation (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Corporation

Date: August 7, 2014

Exhibit 32.C Q2

Exhibit 32(c)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh T. McDonald, Chairman of the Board, President, and Chief Executive Officer of Entergy Arkansas, Inc. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman of the Board, President, and Chief Executive
Officer of Entergy Arkansas, Inc.

Date: August 7, 2014

Exhibit 32.D Q2

Exhibit 32(d)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Arkansas, Inc.

Date: August 7, 2014

Exhibit 32.E Q2

Exhibit 32(e)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip R. May, Jr., Chairman of the Board, President, and Chief Executive Officer of Entergy Gulf States Louisiana, L.L.C. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Phillip R. May, Jr.
Phillip R. May, Jr.
Chairman of the Board, President, and Chief Executive
Officer of Entergy Gulf States Louisiana, L.L.C.

Date: August 7, 2014

Exhibit 32.F Q2

Exhibit 32(f)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Gulf States Louisiana, L.L.C. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Gulf States Louisiana, L.L.C.

Date: August 7, 2014

Exhibit 32.G Q2

Exhibit 32(g)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip R. May, Jr., Chairman of the Board, President, and Chief Executive Officer of Entergy Louisiana, LLC (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Phillip R. May, Jr.
Phillip R. May, Jr.
Chairman of the Board, President, and Chief Executive
Officer of Entergy Louisiana, LLC

Date: August 7, 2014

Exhibit 32.H Q2

Exhibit 32(h)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Louisiana, LLC (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Louisiana, LLC

Date: August 7, 2014

Exhibit 32.I Q2

Exhibit 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Haley R. Fisackerly, Chairman of the Board, President, and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Haley R. Fisackerly
Haley R. Fisackerly
Chairman of the Board, President, and Chief Executive
Officer of Entergy Mississippi, Inc.

Date: August 7, 2014

Exhibit 32.J Q2

Exhibit 32(j)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Mississippi, Inc.

Date: August 7, 2014

Exhibit 32.K Q2

Exhibit 32(k)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles L. Rice, Jr., Chairman of the Board, President, and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Charles L. Rice, Jr.
Charles L. Rice, Jr.
Chairman of the Board, President, and Chief Executive
Officer of Entergy New Orleans, Inc.

Date: August 7, 2014

Exhibit 32.L Q2

Exhibit 32(l)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy New Orleans, Inc.

Date: August 7, 2014

Exhibit 32.M Q2

Exhibit 32(m)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Sallie T. Rainer, Chair of the Board, President, and Chief Executive Officer of Entergy Texas, Inc. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Sallie T. Rainer
Sallie T. Rainer
Chair of the Board, President, and Chief Executive Officer
of Entergy Texas, Inc.

Date: August 7, 2014

Exhibit 32.N Q2

Exhibit 32(n)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of Entergy Texas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
of Entergy Texas, Inc.

Date: August 7, 2014

Exhibit 32.O Q2

Exhibit 32(o)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Theodore H. Bunting, Jr., President and Chief Executive Officer of System Energy Resources, Inc. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
President and Chief Executive Officer
of System Energy Resources, Inc.

Date: August 7, 2014

Exhibit 32.P Q2

Exhibit 32(p)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Marsh, Executive Vice President and Chief Financial Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.



/s/ Andrew S. Marsh
Andrew S. Marsh
Executive Vice President and Chief Financial
Officer of System Energy Resources, Inc.

Date: August 7, 2014

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