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

FORM 10-K

(Mark One) 
  
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
  
 For the Fiscal Year Ended December 31, 20162018
 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
 
1-35747

ENTERGY NEW ORLEANS, INC.LLC
(a Louisiana corporation)Texas limited liability company)
1600 Perdido Street
New Orleans, Louisiana 70112
Telephone (504) 670-3700
72-027304082-2212934
     
     
1-10764
ENTERGY ARKANSAS, INC.LLC
(an Arkansas corporation)a Texas limited liability company)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000
71-000590083-1918668
 
1-34360

ENTERGY TEXAS, INC.
(a Texas corporation)
10055 Grogans Mill Road
The Woodlands, TXTexas 77380
Telephone (409) 981-2000
61-1435798
     
     
1-32718

ENTERGY LOUISIANA, LLC
(a Texas limited liability company)
4809 Jefferson Highway
Jefferson, Louisiana 70121
Telephone (504) 576-4000
47-4469646
 
1-09067

SYSTEM ENERGY RESOURCES, INC.
(an Arkansas corporation)
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
72-0752777
     
     
1-31508

ENTERGY MISSISSIPPI, INC.LLC
(a Mississippi corporation)Texas limited liability company)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
64-020583083-1950019
   


Table of Contents

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of Class
Name of Each Exchange
on Which Registered
   
Entergy CorporationCommon Stock, $0.01 Par Value – 179,394,698189,580,512 shares outstanding at January 31, 20172019
New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
   
Entergy Arkansas, Inc.LLCMortgage Bonds, 4.90% Series due December 2052New York Stock Exchange, Inc.
 Mortgage Bonds, 4.75% Series due June 2063New York Stock Exchange, Inc.
 Mortgage Bonds, 4.875% Series due September 2066New York Stock Exchange, Inc.
   
Entergy Louisiana, LLCMortgage Bonds, 5.25% Series due July 2052New York Stock Exchange, Inc.
 Mortgage Bonds, 4.70% Series due June 2063New York Stock Exchange, Inc.
 Mortgage Bonds, 4.875% Series due September 2066New York Stock Exchange, Inc.
   
Entergy Mississippi, Inc.LLCMortgage Bonds, 4.90% Series due October 2066New York Stock Exchange, Inc.
   
Entergy New Orleans, Inc.LLCMortgage Bonds, 5.0% Series due December 2052New York Stock Exchange, Inc.
 Mortgage Bonds, 5.50% Series due April 2066New York Stock Exchange, Inc.
   
Entergy Texas, Inc.Mortgage Bonds, 5.625% Series due June 2064New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:
RegistrantTitle of Class
  
Entergy Arkansas, Inc.Preferred Stock, Cumulative, $100 Par Value
Preferred Stock, Cumulative, $0.01 Par Value
Entergy Mississippi, Inc.Preferred Stock, Cumulative, $100 Par Value
Entergy New Orleans, Inc.Preferred Stock, Cumulative, $100 Par Value
Entergy Texas, Inc.Common Stock, no par value


Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.
 Yes No
    
Entergy Corporationü  
Entergy Arkansas, Inc.LLC  ü
Entergy Louisiana, LLCü  
Entergy Mississippi, Inc.LLC  ü
Entergy New Orleans, Inc.LLC  ü
Entergy Texas, Inc.  ü
System Energy Resources, Inc.  ü

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes No
    
Entergy Corporation  ü
Entergy Arkansas, Inc.LLC  ü
Entergy Louisiana, LLC  ü
Entergy Mississippi, Inc.LLC  ü
Entergy New Orleans, Inc.LLC  ü
Entergy Texas, Inc.  ü
System Energy Resources, Inc.  ü

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

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

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


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

 
Large
accelerated
filer
 
Accelerated
filer
 Non-accelerated
Non-
accelerated
filer
 
Smaller
reporting
company
Emerging
growth
company
Entergy Corporationü        
Entergy Corporationü
Entergy Arkansas, Inc.LLC    ü  
Entergy Louisiana, LLC    ü  
Entergy Mississippi, Inc.LLC    ü  
Entergy New Orleans, Inc.LLC    ü  
Entergy Texas, Inc.    ü  
System Energy Resources, Inc.    ü  

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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

The aggregate market value of Entergy Corporation Common Stock, $0.01 Par Value, held by non-affiliates as of the end of the second quarter of 20162018 was $14.6 billion based on the reported last sale price of $81.35$80.79 per share for such stock on the New York Stock Exchange on June 30, 2016.29, 2018.  Entergy Corporation is the sole holder of the common stock of Entergy Arkansas, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc.  Entergy Corporation is the direct and indirect holder of the common membership interests of Entergy Utility HoldingsHolding Company, LLC, which is the sole holder of the common membership interests of Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, and Entergy New Orleans, LLC.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders, to be held May 5, 2017,3, 2019, are incorporated by reference into Part III hereof.

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TABLE OF CONTENTS
 SEC Form 10-K Reference NumberPage Number
   
 
 
  
Part II. Item 7.
Part II. Item 6.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part I. Item 1.
Part I. Item 1.
Part I. Item 1.
Part I. Item 1.
 
 
 
Part I. Item 1A.
Unresolved Staff CommentsPart I. Item 1B.None
Entergy Arkansas, Inc. and Subsidiaries
Part II. Item 7.

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Entergy Arkansas, LLC and Subsidiaries
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 6.
Entergy Louisiana, LLC and Subsidiaries  
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 6.
Entergy Mississippi, Inc.LLC  
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 6.
Entergy New Orleans, Inc.LLC and Subsidiaries  
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 6.
Entergy Texas, Inc. and Subsidiaries  
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.

ii

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Part II. Item 8.
Part II. Item 6.

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System Energy Resources, Inc.  
Part II. Item 7.
 
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 8.
Part II. Item 6.
Part I. Item 2.
Part I. Item 3.
Part I. Item 4.
Part I. and Part III. Item 10.
Part II. Item 5.
Part II. Item 6.
Part II. Item 7.
Part II. Item 7A.
Part II. Item 8.
Part II. Item 9.
Part II. Item 9A.
Part II. Item 9A.
Part III. Item 10.
Part III. Item 11.
Part III. Item 12.
Part III. Item 13.
Part III. Item 14.
Part IV. Item 15.
Part IV. Item 16.
 
 
 
 

This combined Form 10-K is separately filed by Entergy Corporation and its six “Registrant Subsidiaries:” Entergy Arkansas, Inc.,LLC, Entergy Louisiana, LLC, Entergy Mississippi, Inc.,LLC, Entergy New Orleans, Inc.,LLC, Entergy Texas, Inc., and System Energy Resources, Inc.  Information contained herein relating to any individual company is filed by such company on its own behalf.  Each company makes representations only as to itself and makes no other representations whatsoever as to any other company.

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


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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 (a) those factors discussed or incorporated by reference in Item 1A. Risk Factors, (b) those factors discussed or incorporated by reference in Management’s Financial Discussion and Analysis, and (c) the following factors (in addition to others described elsewhere in this combined report and in subsequent securities filings):

resolution of pending and future rate cases, formula rate proceedings and related negotiations, including various performance-based rate discussions, Entergy’s utility supply plan, and recovery of fuel and purchased power costs;
long-term risks and uncertainties associated with the termination of the System Agreement in 2016, including the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators;
regulatory and operating challenges and uncertainties and economic risks associated with the Utility operating companies’ participation in MISO, including the benefits of continued MISO participation, the effect of current or projected MISO market rules and market 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 ofwith respect to 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 or the U.S. Department of Justice;
changes in the regulation or regulatory oversight of Entergy’s nuclear generating facilities and nuclear materials and fuel, including with respect to the planned, potential, or actual shutdown of nuclear generating facilities owned or operated by Entergy Wholesale Commodities, 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 and the effect of public and political opposition on these applications, regulatory proceedings, and litigation;
the performance of and deliverability of power from Entergy’s generation resources, including the capacity factors at itsEntergy’s nuclear generating facilities;
the operationincreases in costs and maintenance of Entergy’s nuclear generating facilities requirecapital expenditures that could result from changing regulatory requirements, emerging operating and industry issues, and the commitment of substantial human and capital resources that can result in increased costsrequired for the safe and capital expenditures;reliable operation and maintenance of Entergy’s 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, especially in light of the planned shutdown or sale of each of these 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;

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FORWARD-LOOKING INFORMATION (Continued)

volatility and changes in markets for electricity, natural gas, uranium, emissions allowances, and other energy-related commodities, and the effect of those changes on Entergy and its customers;

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FORWARD-LOOKING INFORMATION (Concluded)

changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation;
changes in environmental laws and regulations, agency positions or associated litigation, including requirements for reduced emissions of sulfur dioxide, nitrogen oxide, greenhouse gases, mercury, particulate matter and other regulated air emissions, heat and other regulated airdischarges to water, requirements for waste management and water emissions,disposal and for the remediation of contaminated sites, wetlands protection and permitting, and changes in costs of compliance with environmental laws and regulations;
changes in laws and regulations, agency positions, or associated litigation related to protected species and associated critical habitat designations;
the effects of changes in federal, state, or local laws and regulations, and other governmental actions or policies, including changes in monetary, fiscal, tax, environmental, trade/tariff, or energy policies;
the effects of full or partial shutdowns of the federal government or delays in obtaining government or regulatory actions or decisions;
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 and nuclear waste disposal fees charged by the U.S. government or other providers 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, including the potential for increases in extreme weather events and sea levels or coastal land and wetland loss;
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 Northeastnorthern United States and events and circumstances that could influence economic conditions in those areas, including power prices, and the risk that anticipated load growth may not materialize;
federal income tax reform, including the enactment of the Tax Cuts and Jobs Act, and its intended and unintended consequences on financial results and future cash flows;
the effects of Entergy’s strategies to reduce tax payments;payments, especially in light of federal income tax reform;
changes in the financial markets and regulatory requirements for the issuance of securities, particularly as they affect access to capital and Entergy’s ability to refinance existing securities, 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(i) Entergy’s ability to implement new or emerging technologies, (ii) the impact of changes relating to new, developing, or alternative sources of generation such as distributed energy and energy storage, renewable energy, energy efficiency, demand side management and other measures that reduce load, and (iii) competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies or alternative sources of generation;
the effects, including increased security costs, of threatened or actual terrorism, cyber-attacks or data security breaches, natural or man-made electromagnetic pulses that affect transmission or generation infrastructure, accidents, 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, directors, and directors;employees with specialized skills;
changes in accounting standards and corporate governance;
declines in the market prices of marketable securities and resulting funding requirements and the effects on benefits costs for Entergy’s defined benefit pension and other postretirement benefit plans;

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FORWARD-LOOKING INFORMATION (Concluded)

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, requirements for, or cost to decommission Entergy’s nuclear plant sites and the implementation of decommissioning of such sites following shutdown;
the decision to cease merchant power generation at all Entergy Wholesale Commodities nuclear power plants by as early as 2021,mid-2022, including the implementation of the planned shutdownshutdowns of Pilgrim, Palisades, Indian Point 2, and Indian Point 3, and the planned shutdown or sale of FitzPatrick;Palisades;
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 strategic transactions Entergy may undertake, including mergers, acquisitions, divestitures, or divestitures,restructurings, regulatory or other limitations imposed as a result of any such strategic transaction, and the success of the business following any such strategic transaction.

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DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:
Abbreviation or AcronymTerm
  
AFUDCAllowance for Funds Used During Construction
ALJAdministrative Law Judge
ANO 1 and 2Units 1 and 2 of Arkansas Nuclear One (nuclear), owned by Entergy Arkansas
APSCArkansas Public Service Commission
ASLBAtomic Safety and Licensing Board, the board within the NRC that conducts hearings and performs other regulatory functions that the NRC authorizes
ASUAccounting Standards Update issued by the FASB
BoardBoard of Directors of Entergy Corporation
CajunCajun Electric Power Cooperative, Inc.
capacity factorActual plant output divided by maximum potential plant output for the period
City CouncilCouncil of the City of New Orleans, Louisiana
D. C.D.C. CircuitU.S. Court of Appeals for the District of Columbia Circuit
DOEUnited States Department of Energy
EntergyEntergy Corporation and its direct and indirect subsidiaries
Entergy CorporationEntergy 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 LouisianaEntergy Gulf States Louisiana, L.L.C., a Louisiana limited liability 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. Effective October 1, 2015, the business of Entergy Gulf States Louisiana was combined with Entergy Louisiana.
Entergy LouisianaEntergy Louisiana, LLC, a Texas limited liability company formally created as part of the combination of Entergy Gulf States Louisiana and the company formerly known as Entergy Louisiana, LLC (Old Entergy Louisiana) into a single public utility company and the successor to Old Entergy Louisiana for financial reporting purposes.
Entergy TexasEntergy Texas, Inc., a Texas corporation 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 CommoditiesEntergy’s non-utility business segment primarily comprised of the ownership, operation, and decommissioning of nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by its operating power plants to wholesale customers
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FitzPatrickJames A. FitzPatrick Nuclear Power Plant (nuclear), previously owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment, which was sold in March 2017
Grand GulfUnit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy

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DEFINITIONS (Continued)

Abbreviation or AcronymTerm
GWhGigawatt-hour(s), which equals one million kilowatt-hours
IndependenceIndependence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power, LLC

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DEFINITIONS (Continued)

Abbreviation or AcronymTerm
Indian Point 2Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Indian Point 3Unit 3 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
IRSInternal Revenue Service
ISOIndependent System Operator
kVKilovolt
kWKilowatt, which equals one thousand watts
kWhKilowatt-hour(s)
LDEQLouisiana Department of Environmental Quality
LPSCLouisiana Public Service Commission
Mcf1,000 cubic feet of gas
MISOMidcontinent Independent System Operator, Inc., a regional transmission organization
MMBtuOne million British Thermal Units
MPSCMississippi Public Service Commission
MWMegawatt(s), which equals one thousand kilowatts
MWhMegawatt-hour(s)
Nelson Unit 6Unit No. 6 (coal) of the Nelson Steam Electric Generating Station, 70% of which is co-owned by Entergy Louisiana (57.5%) and Entergy Texas (42.5%) and 10.9% of which is owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Net debt to net capital ratioGross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents
Net MW in operationInstalled capacity owned and operated
NRCNuclear Regulatory Commission
NYPANew York Power Authority
PalisadesPalisades Nuclear Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Parent & OtherThe portions of Entergy not included in the Utility or Entergy Wholesale Commodities segments, primarily consisting of the activities of the parent company, Entergy Corporation
PilgrimPilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
PPAPurchased power agreement or power purchase agreement
PRPPotentially responsible party (a person or entity that may be responsible for remediation of environmental contamination)
PUCTPublic Utility Commission of Texas
Registrant SubsidiariesEntergy Arkansas, Inc.,LLC, Entergy Louisiana, LLC, Entergy Mississippi, Inc.,LLC, Entergy New Orleans, Inc.,LLC, Entergy Texas, Inc., and System Energy Resources, Inc.
River BendRiver Bend Station (nuclear), owned by Entergy Louisiana
RTORegional transmission organization
SECSecurities and Exchange Commission

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DEFINITIONS (Concluded)

Abbreviation or AcronymTerm
  
River BendRiver Bend Station (nuclear), owned by Entergy Louisiana
RTORegional transmission organization
SECSecurities and Exchange Commission
System AgreementAgreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources. The agreement terminated effective August 2016.
System EnergySystem Energy Resources, Inc.
TWhTerawatt-hour(s), which equals one billion kilowatt-hours
Unit Power Sales AgreementAgreement, dated as of June 10, 1982, as amended and approved by the 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
UtilityEntergy’s business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
Utility operating companiesEntergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Vermont YankeeVermont Yankee Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment, which ceased power production in December 2014 and was sold in January 2019
Waterford 3Unit No. 3 (nuclear) of the Waterford Steam Electric Station, 100% owned or leased by Entergy Louisiana
weather-adjusted usageElectric usage excluding the effects of deviations from normal weather
White BluffWhite Bluff Steam Electric Generating Station, 57% owned by Entergy Arkansas

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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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. 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. See “Entergy Wholesale Commodities Exit from the Merchant Power Business” below for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.

Following are the percentages of Entergy’s consolidated revenues and net income generated by its operating segments and the percentage of total assets held by them. Net income or loss generated by the operating segments is discussed in the sections that follow.
% of Revenue % of Net Income (Loss) % of Total Assets% of Revenue % of Total Assets
Segment201620152014 201620152014 201620152014201820172016 201820172016
Utility83
82
78
 204
711
88
 89
86
82
87
85
83
 93
92
89
Entergy Wholesale Commodities17
18
22
 (265)(680)31
 15
18
22
13
15
17
 11
12
15
Parent & Other


 (39)(131)(19) (4)(4)(4)


 (4)(4)(4)

See Note 13 to the financial statements for further financial information regarding Entergy’s business segments.
 
Net income (loss) for 2016 includes $2,836 million ($1,829 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ Palisades, Indian Point 2, and Indian Point 3 plants and related assets to their fair values. Net income (loss) for 2015 includes $2,036 million ($1,317 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ FitzPatrick, Pilgrim, and Palisades plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges.

    


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Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


Results of Operations

20162018 Compared to 20152017
  
Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing 20162018 to 20152017 showing how much the line item increased or (decreased) in comparison to the prior period.
Utility Entergy Wholesale Commodities Parent & Other (a) EntergyUtility Entergy Wholesale Commodities Parent & Other (a) Entergy
(In Thousands)(In Thousands)
2015 Consolidated Net Income (Loss)
$1,114,516
 
($1,065,657) 
($205,593) 
($156,734)
2017 Consolidated Net Income (Loss)
$773,148
 
($172,335) 
($175,460) 
$425,353
              
Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)350,528
 (123,791) (33) 226,704
(692,557) (192,471) (4) (885,032)
Other operation and maintenance(83,265) 15,269
 9,726
 (58,270)85,239
 (55,736) 10,200
 39,703
Asset write-offs, impairments, and related charges(68,672) 799,403
 
 730,731

 (6,051) 
 (6,051)
Taxes other than income taxes(10,229) (16,259) (432) (26,920)25,578
 (1,446) 264
 24,396
Depreciation and amortization49,600
 (39,180) (509) 9,911
23,141
 (43,273) (404) (20,536)
Gain on sale of asset
 (154,037) 
 (154,037)
Other income15,153
 8,666
 4,281
 28,100
22,024
 (221,550) (6,621) (206,147)
Interest expense14,414
 (3,930) 12,417
 22,901
5,618
 9,980
 29,407
 45,005
Other expenses19,589
 (15,074) 
 4,515
(4,858) (26,644) 
 (31,502)
Income taxes407,627
 (581,924) (35) (174,332)(1,527,164) (122,545) 70,313
 (1,579,396)
2016 Consolidated Net Income (Loss)
$1,151,133
 
($1,493,124) 
($222,512) 
($564,503)
2018 Consolidated Net Income (Loss)
$1,495,061
 
($340,641) 
($291,865) 
$862,555

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

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

Results of operations for 2018 include: 1) $532 million ($421 million net-of-tax) of impairment charges due to costs being charged directly to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a $170 million reduction of income tax expense and a regulatory liability of $40 million ($30 million net-of-tax) as a result of customer credits recognized by Utility, as a result of internal restructuring; 3) a $107 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a restructuring of the investment holdings in one of its nuclear plant decommissioning trust funds; 4) a $52 million income tax benefit, recognized by Entergy Louisiana, as a result of the settlement of the 2012-2013 IRS audit, associated with the Hurricane Katrina and Hurricane Rita contingent sharing obligation associated with the Louisiana Act 55 financing; and 5) a $23 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a state income tax audit. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet and see Note 14 to the financial statements for further discussion of the impairment and related charges. See Notes 2 and 3 to the financial statements for further discussion of the internal restructuring and customer credits. See Note 3 to the financial statements for further discussion of the IRS audit settlement, the state income tax audit, and restructuring of the decommissioning trust fund investment holdings.


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Results of operations for 2017 include: 1) $538 million ($350 million net-of-tax) of impairment charges due to costs being charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a reduction in net income of $181 million, including a $34 million net-of-tax reduction of regulatory liabilities, at Utility and $397 million at Entergy Wholesale Commodities and an increase in net income of $52 million at Parent and Other as a result of Entergy’s re-measurement of its deferred tax assets and liabilities not subject to the ratemaking process due to the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%; and 3) a reduction in income tax expense, net of unrecognized tax benefits, of $373 million as a result of a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet and see Note 14 to the financial statements for further discussion of the impairment and related charges. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in the tax classification.

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$6,318
Return of unprotected excess accumulated deferred income taxes to customers(770)
Grand Gulf recovery(74)
Regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate(56)
Formula rate plan regulatory provisions(44)
Entergy Arkansas internal restructuring customer credits(40)
Retail electric price4
Net wholesale revenue57
Volume/weather210
Other20
2018 net revenue
$5,625

The return of unprotected excess accumulated deferred income taxes to customers resulted from activity in 2018 at the Utility operating companies and System Energy in response to the enactment of the Tax Cuts and Jobs Act. There is no effect on net income as the reductions in net revenue were offset by reductions in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The Grand Gulf recovery variance is primarily due to a reduction in depreciation expense recognized in third quarter 2018 upon FERC approval of the settlement in the Unit Power Sales Agreement proceeding, a reduction in income tax expense associated with the reduction in the federal income tax rate in 2018, and a reduction in recoverable decommissioning costs primarily attributable to changes in decommissioning trust fund activity. The reductions were partially offset by increases in other capacity costs. See Note 2 to the financial statements for a discussion of the Unit

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Power Sales Agreement settlement. See Note 3 to the financial statements for a discussion of the effects of the Tax Cut and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million, in each case, as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements. See Note 8 to the financial statements for further discussion of the Vidalia purchased power agreement.
The formula rate plan regulatory provisions variance is due to provisions, recorded in the fourth quarter 2018 at Entergy Arkansas and Entergy Mississippi, for estimated reductions in future revenue expected to be reflected in upcoming formula rate plan filings based on actual results for 2018. See Note 2 to the financial statements for a discussion of the regulatory provisions related to these formula rate plan filings.

The Entergy Arkansas internal restructuring customer credits variance is due to a regulatory liability recorded by Entergy in December 2018 as a result of the internal restructuring of Entergy Arkansas. Pursuant to a settlement agreement approved by the APSC, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. See Note 2 to the financial statements for further discussion of the internal restructuring and customer credits.

The retail electric price variance is primarily due to:

an increase in formula rate plan rates effective with the first billing cycle of January 2018 at Entergy Arkansas, as approved by the APSC;
an increase in energy efficiency revenues primarily due to an increase in the Entergy Arkansas energy efficiency rider and a new Entergy Louisiana energy efficiency rider effective January 2018;
a base rate increase effective October 2018 at Entergy Texas, as approved by the PUCT;
an increase in formula rate plan revenues at Entergy Louisiana, implemented with the first billing cycle of September 2018; and
higher storm damage rider revenues at Entergy Mississippi.

The increases were substantially offset by regulatory charges recorded in 2018 to reflect the effects of regulatory agreements to return the benefits of the lower income tax rate in 2018 to Louisiana, New Orleans, and Texas customers.

See Note 2 to the financial statements for further discussion of the regulatory proceedings discussed above.

The net wholesale revenue variance is primarily because of the regulatory lag experienced by certain Utility operating companies as a result of the change in the federal income tax rate in 2018 and its effect on wholesale rates. See Note 2 to the financial statements for discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The volume/weather variance is primarily due to an increase of 4,804 GWh, or 4%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily driven by small industrials sales, as well as continued growth from new customers and expansion projects, partially offset by decreased demand from existing customers.


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Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,469
FitzPatrick reimbursement agreement(98)
Nuclear realized price changes(42)
Nuclear volume(23)
Other(29)
2018 net revenue
$1,277

As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by $192 million in 2018 primarily due to:

a decrease resulting from the reimbursement agreement with Exelon pursuant to which Exelon reimbursed Entergy in the first quarter 2017 for specified out-of-pocket costs associated with preparing for the refueling and operation of FitzPatrick that otherwise would have been avoided had Entergy shut down FitzPatrick in January 2017. Revenues received from Exelon under the reimbursement agreement were offset by other operation and maintenance expenses and taxes other than income taxes and had no effect on net income. See Note 14 to the financial statements for discussion of the sale of FitzPatrick and the reimbursement agreement with Exelon;
lower realized wholesale energy prices, partially offset by higher capacity prices; and
lower volume in the Entergy Wholesale Commodities nuclear fleet primarily due to more non-refueling outage days in 2018 compared to 2017.

Following are key performance measures for Entergy Wholesale Commodities for 2018 and 2017.
 2018 2017
Owned capacity (MW)3,962 3,962
GWh billed29,875 30,501
    
Entergy Wholesale Commodities Nuclear Fleet   
Capacity factor84% 83%
GWh billed27,617 28,178
Average energy price ($/MWh)$37.34 $41.60
Average capacity price ($/kW-month)$6.80 $6.16
Refueling outage days:   
FitzPatrick 42
Indian Point 233 
Indian Point 3 66
Pilgrim 43
Palisades61 27


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Other Income Statement Items

Utility

Other operation and maintenance expenses increased from $2,416 million for 2017 to $2,501 million for 2018 primarily due to:

an increase of $33 million in energy efficiency expenses due to the timing of recovery from customers;
an increase of $23 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed in 2018 as compared to the prior year and higher long-term service agreement costs;
an increase of $15 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $14 million in information technology costs primarily due to higher software maintenance costs and higher labor costs, including contract labor;
an increase of $14 million in loss provisions, including an increase in asbestos loss provisions;
an increase of $6 million in storm damage provisions, primarily at Entergy Mississippi. See Note 2 to the financial statements for discussion of storm cost recovery;
a $6 million write-off of capitalized skylining tree hazard costs as a result of the settlement of the Entergy Texas rate case proceeding. See Note 2 to the financial statements for discussion of the rate case proceeding; and
a $6 million loss in 2018 on the sale of fuel oil inventory per an agreement approved by the MPSC in June 2018 resulting from the stipulation related to the effects of the Tax Cuts and Jobs Act. There is no effect on net income as the loss on the sale of fuel oil inventory is offset by a reduction in income tax expense. See Note 2 to the financial statements for discussion of the agreement.

The increase was partially offset by higher nuclear insurance refunds of $15 million and a $15 million gain on disposal from the sale of Entergy Louisiana’s Willow Glen Power Station. See Note 14 to the financial statements for discussion of the sale of Willow Glen.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments and lower capitalized taxes.

Depreciation and amortization expenses increased primarily due to additions to plant in service, partially offset by updated depreciation rates used in calculating Grand Gulf plant depreciation and amortization expenses under the Unit Power Sales Agreement as part of a settlement approved by the FERC in August 2018. See Note 2 to the financial statements for further discussion of the Unit Power Sales Agreement.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2018, which included the St. Charles Power Station and Lake Charles Power Station projects. The increase was partially offset by changes in decommissioning trust fund activity, including portfolio rebalancing of certain of the decommissioning trust funds in 2018 and 2017.
Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $864 million for 2017 to $808 million for 2018 primarily due to the absence of other operation and maintenance expenses from the FitzPatrick plant. The decrease was partially offset by an increase of $26 million in severance and retention costs as a result of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet and a gain on the sale of assets resulting from the sale in March 2017 of the 838 MW FitzPatrick plant to Exelon. Entergy sold the FitzPatrick plant for approximately $110 million, which included a $10 million non-refundable signing fee paid in August 2016, in addition to the assumption by Exelon of certain liabilities related to the FitzPatrick plant, resulting in a pre-tax gain of $16 million on the sale. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale

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Commodities Exit from the Merchant Power Business” below for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. See Note 14 to the financial statements for discussion of the sale of FitzPatrick.

The asset write-offs, impairments, and related charges variance is primarily due to impairment charges of $532 million ($421 million net-of-tax) in 2018 compared to impairment charges of $538 million ($350 million net-of-tax) in 2017. The impairment charges are primarily related to nuclear fuel spending, nuclear refueling outage spending, expenditures for capital assets, and asset retirement obligation revisions. These costs were charged to expense as incurred as a result of the impaired fair value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. See Note 9 to the financial statements for a discussion of asset retirement obligations. See Note 14 to the financial statements for a discussion of impairment of long-lived assets.

Depreciation and amortization expenses decreased primarily due to the decision in the third quarter 2017 to continue operating Palisades until May 31, 2022. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below for a discussion of the planned shutdown of Palisades.

Other income decreased primarily due to losses on decommissioning trust fund investments, including unrealized losses on equity investments, which, prior to 2018, were recorded to other comprehensive income. See Note 16 to the financial statements for discussion of the implementation of ASU No. 2016-01 “Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities effective January 1, 2018.

Other expenses decreased primarily due to a reduction in deferred refueling outage amortization costs related to the impairments of the Indian Point 2, Palisades, and Indian Point 3 plants and related assets and the absence of decommissioning expense from the FitzPatrick plant after it was sold to Exelon in March 2017. See Note 14 to the financial statements for discussion of the sale of FitzPatrick and impairments and related charges.

Parent and Other

Interest expense increased primarily due to an increase in commercial paper outstanding, combined with higher variable interest rates on commercial paper in 2018. See Note 4 to the financial statements for discussion of Entergy’s commercial paper program.

Income Taxes

See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates, and for additional discussion regarding income taxes.

The effective income tax rate for 2018 was 595%. The difference in the effective income tax rate versus the statutory rate of 21% for 2018 was primarily due to amortization of excess accumulated deferred income taxes, the tax effects of a restructuring within the Utility, and a restructuring of the investment holdings in one of the Entergy Wholesale Commodities’ nuclear plant decommissioning trusts for which additional tax basis is now recoverable. See Notes 2 and 3 to the financial statements for a discussion of the effects and regulatory activity regarding the Tax Cuts and Jobs Act. See Note 3 to the financial statements for a discussion of the restructuring.

The effective income tax rate for 2017 was 56.1%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President

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Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018, partially offset by a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants, which resulted in both permanent and temporary differences under the income tax accounting standards. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in tax classification.

2017 Compared to 2016
Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing 2017 to 2016 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)
2016 Consolidated Net Income (Loss)
$1,151,133
 
($1,493,124) 
($222,512) 
($564,503)
        
Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)138,617
 (73,433) (16) 65,168
Other operation and maintenance103,302
 (26,954) 4,869
 81,217
Asset write-offs, impairments, and related charges
 (2,297,265) 
 (2,297,265)
Taxes other than income taxes38,897
 (14,657) 814
 25,054
Depreciation and amortization49,491
 (6,731) 31
 42,791
Other income59,930
 108,128
 1,962
 170,020
Interest expense(10,245) 856
 5,362
 (4,027)
Other expenses24,859
 12,874
 
 37,733
Income taxes370,228
 1,045,783
 (56,182) 1,359,829
2017 Consolidated Net Income (Loss)
$773,148
 
($172,335) 
($175,460) 
$425,353

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

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

Results of operations for 2017 include: 1) $538 million ($350 million net-of-tax) of impairment charges due to costs being charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a reduction in net income of $181 million, including a $34 million net-of-tax reduction of regulatory liabilities, at Utility and $397 million at Entergy Wholesale Commodities and an increase in net income of $52 million at Parent and Other as a result of Entergy’s re-measurement of its deferred tax assets and liabilities not subject to the ratemaking process due to the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%; and 3) a reduction in income tax expense, net of unrecognized tax benefits, of $373 million as a result of a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet and see Note 14 to the financial statements for further discussion of the

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impairment and related charges. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in the tax classification.

Results of operations for 2016 includeinclude: 1) $2,836 million ($1,829 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ Palisades, Indian Point 2, and Indian Point 3 plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges. Results of operations for 2016 also includevalues; 2) a reduction of income tax expense, net of unrecognized tax benefits, of $238 million as a result of a change in the tax election to treatclassification of a subsidiarylegal entity that ownsowned one of the Entergy Wholesale Commodities nuclear power plants, as a corporation for federal income tax purposes; income tax benefits as a result of the settlement of the 2010-2011 IRS audit, including a $75 million tax benefit recognized by Entergy Louisiana related to the treatment of the Vidalia purchased power agreement, and a $54 million net benefit recognized by Entergy Louisiana related to the treatment of proceeds received in 2010 for the financing of Hurricane Gustav and Hurricane Ike storm costs pursuant to Louisiana Act 55; and 3) a reduction in expenses of $100 million ($64 million net-of-tax) due to the effects of recording in 2016 the final court decisions in several lawsuits against the DOE related to spent nuclear fuel storage costs. See Note 14 to the financial statements for further discussion of the impairment and related charges, see Note 3 to the financial statements for additional discussion of the income tax items. Seeitems, and see Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Results of operations for 2015 include $2,036 million ($1,317 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ FitzPatrick, Pilgrim, and

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Palisades plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges. As a result of the Entergy Louisiana and Entergy Gulf States Louisiana business combination, results of operations for 2015 also include two items that occurred in October 2015: 1) a deferred tax asset and resulting net increase in tax basis of approximately $334 million and 2) a regulatory liability of $107 million ($66 million net-of-tax) as a result of customer credits to be realized by electric customers of Entergy Louisiana, consistent with the terms of the stipulated settlement in the business combination proceeding. See Note 2 to the financial statements for further discussion of the business combination and customer credits. Results of operations for 2015 also include the sale in December 2015 of the 583 MW Rhode Island State Energy Center for a realized gain of $154 million ($100 million net-of-tax) on the sale and the $77 million ($47 million net-of-tax) write-off and regulatory charges to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project is no longer probable of recovery. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale. See Note 2 to the financial statements for further discussion of the Waterford 3 write-off.

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing 20162017 to 2015.2016.
  Amount
  (In Millions)
  
20152016 net revenue
$5,8296,179
Retail electric price28991
Louisiana business combination customer credits
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
10756
Volume/weatherGrand Gulf recovery1427
Louisiana Act 55 financing savings obligation17
Volume/weather(1761)
Other(439)
20162017 net revenue
$6,1796,318

The retail electric price variance is primarily due to:

an increase in basethe implementation of formula rate plan rates at Entergy Arkansas, as approved by the APSC. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. The increase includes an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the periodJanuary 2017 at Entergy Arkansas and an increase in base rates effective February 24, 2016, through March 31, 2016.each as approved by the APSC. A significant portion of the base rate increase iswas related to the purchase of Power Block 2 of the Union Power Station;Station in March 2016;
a provision recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding;
the implementation of the transmission cost recovery factor rider at Entergy Texas, effective September 2016, and an increase in the purchased power and capacity acquisitiontransmission cost recovery factor rider for Entergy New Orleans,rate, effective March 2017, as approved by the City Council, effective with the first billing cycle of March 2016, primarily related to the purchase of Power Block 1 of the Union Power Station;
an increase in formula rate plan revenues for Entergy Louisiana, implemented with the first billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station;PUCT; and
an increase in revenuesrates at Entergy Mississippi, as approved by the MPSC, effective with the first billing cycle of July 2016, and an increase in revenues collected through the storm damage rider.2016.

See Note 2 to the financial statements for further discussion of the rate proceedings. See Note 14 to the financial statements for discussion of the Union Power Station purchase.

The Louisiana business combination customer credits variance is due to a regulatory liability of $107 million recorded by Entergy in October 2015 as a result of the Entergy Gulf States Louisiana and Entergy Louisiana business

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combination. Consistent with the terms of the stipulated settlement in the business combination proceeding, electric customers of Entergy Louisiana will realize customer credits associated with the business combination; accordingly, in October 2015, Entergy recorded a regulatory liability of $107 million ($66 million net-of-tax). These costs are being amortized over a nine-year period beginning December 2015. See Note 2 to the financial statements for further discussion of the business combinationrate proceedings and customer credits.the Waterford 3 replacement steam generator prudence review proceeding. See Note 14 to the financial statements for discussion of the Union Power Station purchase.

The volume/weatherregulatory credit resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The Grand Gulf recovery variance is primarily due to the effectincreased recovery of more favorable weather during the unbilled period and an increase in industrial usage, partially offset by the effect of less favorable weather on residential sales. The increase in industrial usage is primarily due to expansion projects, primarily in the chemicals industry, and increased demand from new customers, primarily in the industrial gases industry.higher operating costs.

The Louisiana Act 55 financing savings obligation variance results from a regulatory charge in 2016 for tax savings to be shared with customers per an agreement approved by the LPSC. The tax savings resultsresulted from the 2010-2011 IRS audit settlement on the treatment of the Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 3 to the financial statements for additional discussion of the settlement and benefit sharing.

Included in OtherThe volume/weather variance is a provision of $23 million recorded in 2016 relatedprimarily due to the settlementeffect of the Waterford 3 replacement steam generator prudence review proceeding,less favorable weather on residential and commercial sales, partially offset by a provision of $32 million recordedan increase in 2015 relatedindustrial usage. The increase in industrial usage is primarily due to new customers in the uncertainty at that time associated withprimary metals industry and expansion projects and an increase in demand for existing customers in the resolution of the Waterford 3 replacement steam generator prudence review proceeding.  See Note 2 to the financial statements for a discussion of the Waterford 3 replacement steam generator prudence review proceeding.chlor-alkali industry.

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing 20162017 to 2015.2016.
  Amount
  (In Millions)
  
20152016 net revenue
$1,6661,542
Nuclear realized price changesFitzPatrick sale(149)
Rhode Island State Energy Center(44158)
Nuclear volume(3689)
FitzPatrick reimbursement agreement4157
Nuclear fuel expenses68108
Other(49)
20162017 net revenue
$1,5421,469

As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by approximately $124$73 million in 20162017 primarily due to:

lower realized wholesale energy prices and lower capacity prices, althoughto the averageabsence of net revenue per MWh shown in the table below for the nuclear fleet is slightly higher because it includes revenues from the FitzPatrick reimbursement agreement withplant after it was sold to Exelon the amortization of the Palisades below-market PPA,in March 2017 and Vermont Yankee capacity revenue. The effect of the amortization of the Palisades below-market PPA and Vermont Yankee capacity revenue on the net revenue variance from 2015 to 2016 is minimal;
the sale of the Rhode Island State Energy Center in December 2015. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale; and
lower volume in the Entergy Wholesale Commodities nuclear fleet resulting from more refueling outage days in 20162017 as compared to 2015 and larger exercise of resupply options in 2016 as compared to 2015. See “Nuclear

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Matters - Indian Point 2 Outage” below for discussion of the extended Indian Point 2 outage in the second quarter 2016.

The decrease was partially offset by:

by an increase resulting from the reimbursement agreement with Exelon pursuant to which Exelon is reimbursingreimbursed Entergy for specified out-of-pocket costs associated with preparing for the refueling and operation of FitzPatrick that otherwise would have been avoided had Entergy shut down FitzPatrick in January 2017. Revenues received from Exelon under the reimbursement agreement are offset in nuclear fuel expenses2017 and other operation and maintenance expenses and have no material effect on net income. See “Entergy Wholesale Commodities Exit from the Merchant Power Business - Planned Sale of FitzPatrick” below for further discussion of the reimbursement agreement; and
a decrease in nuclear fuel expenses primarily related to the impairments of the FitzPatrick, Pilgrim,Indian Point 2, Indian Point 3, and Palisades plants and related assets. Revenues received from Exelon in 2017 under the reimbursement agreement are offset by other operation and maintenance expenses and taxes other than income taxes and had no effect on net income. See Note 14 to the financial statements for discussion of the impairments.sale of FitzPatrick, the reimbursement agreement with Exelon, and the impairments and related charges.


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Following are key performance measures for Entergy Wholesale Commodities for 20162017 and 2015.2016.
2016 20152017 2016
Owned capacity (MW) (a)4,800 4,8803,962 4,800
GWh billed35,881 39,74530,501 35,881
Average revenue per MWh$51.55 $51.88
  
Entergy Wholesale Commodities Nuclear Fleet  
Capacity factor87% 91%83% 87%
GWh billed33,551 35,85928,178 33,551
Average revenue per MWh$51.90 $51.49
Refueling Outage Days:   
Average energy price ($/MWh)$41.60 $41.33
Average capacity price ($/kW-month)$6.16 $4.64
Refueling outage days:   
FitzPatrick 42 
Indian Point 2102  102
Indian Point 3 2366 
Pilgrim43 
Palisades 3227 
Pilgrim 34

(a)The reduction in owned capacity is due to Entergy’s sale of its 50% membership interestthe 838 MW FitzPatrick plant to Exelon in Top Deer Wind Ventures, LLC in November 2016.March 2017. See Note 14 to the financial statements for discussion of the sale.sale of FitzPatrick.

Other Income Statement Items

Utility

Other operation and maintenance expenses decreasedincreased from $2,443$2,313 million for 20152016 to $2,360$2,416 million for 20162017 primarily due to:

an increase of $46 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals, including additional training and initiatives to support management’s operational goals at Grand Gulf, partially offset by a decrease in regulatory compliance costs. The decrease in regulatory compliance costs is primarily related to additional NRC inspection activities in 2016 as a result of $78the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and subsequent NRC reviews;
an increase of $24 million in compensation and benefits costs primarily due to a decreasehigher incentive-based compensation accruals in net periodic pension and other postretirement benefits costs2017 as a result of compared to the prior year;
an increase of $20 million in the discount rate usedtransmission and distribution expenses due to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefithigher vegetation maintenance costs;
the effects of recording in 2016 final court decisions in several lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded includeincluded the reimbursement of approximately $19 million of spent nuclear

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fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation; and
the deferral in the first quarter 2016 of $8$7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $10$9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC in February 2016 as part of the Entergy Arkansas 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement; and
a decrease of $13 million in energy efficiency costs, including the effects of true-ups to energy efficiency filings for fixed costs to be collected from customers and incentives recognized as a result of participation in energy efficiency programs.settlement.


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The decreaseincrease was partially offset by an increasea decrease of $61$23 million in nuclearfossil-fueled generation expenses primarily due to lower long-term service agreement costs.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, local franchise taxes, state franchise taxes, and employment taxes. Ad valorem taxes increased primarily due to higher nuclear labor costs,assessments, including contract labor, and an overallthe assessment of ad valorem taxes on the Union Power Station beginning in 2017. Local franchise taxes increased primarily due to higher scope of work done during plant outagesrevenues in 20162017 as compared to the prior year.

The asset write-offs, impairments, and related charges variance is State franchise taxes increased primarily due to a change in the following activity:

the $45 million ($28 million net-of-tax) write-off in 2015 to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery; and
the $23.5 million ($15.3 million net-of-tax) write-off in 2015 of the regulatory asset associated with the Spindletop gas storage facility as a result of the approval of the System Agreement termination settlement agreement.

See Note 2 to the financial statementsLouisiana franchise tax law which became effective for further discussion of the asset write-offs.2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including the Union Power Station purchased in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 as compared to the prior year on the decommissioning trust fund investments, including portfolio rebalancing in 2017, and an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, including the St. Charles Power Station project.

Other expenses increased primarily due to increases in deferred refueling outage amortization costs primarily associated with the most recent ANO plant outages compared to previous outages.

Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $890 million for 2016 to $864 million for 2017 primarily due to the absence of other operation and maintenance expenses from the FitzPatrick plant and a gain on the sale of assets resulting from the sale in March 2017 of the 838 MW FitzPatrick plant to Exelon. Entergy sold the FitzPatrick plant for approximately $110 million, which included a $10 million non-refundable signing fee paid in August 2016, in addition to the assumption by Exelon of certain liabilities related to the FitzPatrick plant, resulting in a pre-tax gain of $16 million on the sale. See Note 14 to the financial statements for discussion of the sale of FitzPatrick. The decrease was partially offset by:

FitzPatrick’s nuclear refueling outage expenses and expenditures for capital assets being classified as other operation and maintenance expenses as a result of the sale and reimbursement agreements Entergy entered into with Exelon. These costs would have not been incurred absent the sale agreement with Exelon because Entergy planned to shut the plant down in January 2017. The expenses are offset by revenue realized pursuant to the effectsreimbursement agreement and had no effect on net income. See Note 14 to the financial statements for discussion of the sale and reimbursement agreements;
the effect of recording thein 2016 final court decisions in several lawsuitslitigation against the DOE related to spent nuclear fuel storage costs. The damages awarded includefor the reimbursement of approximately $11 million in 2016 of spent nuclear fuel storage costs, previously recorded as depreciation.which reduced other operation and maintenance expenses in 2016 by $60 million. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other expenses increased primarily due to an increase in nuclear refueling outage expenses as a result of amortization of higher costs associated with refueling outageslitigation; and increases in decommissioning expenses in 2016 primarily due to revised decommissioning cost studies in 2015 for Grand Gulf and Waterford 3. See Note 9 to the financial statements for further discussion of the revised decommissioning cost studies.

Entergy Wholesale Commodities

Other operation and maintenance expenses increased from $899 million for 2015 to $915 million for 2016 primarily due to:

an increase of $60$37 million in severance and retention costs relatedin 2017 as compared to the planned shutdown or saleprior year due to management’s strategy to reduce the size of the Pilgrim and FitzPatrick plants.Entergy Wholesale Commodities’ merchant fleet. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit Fromfrom the Merchant Power Business” below and Note 14 to the financial statements for a discussion of management’s strategy to reduce the decisions to cease operationssize of the plants;Entergy Wholesale Commodities’ merchant fleet.

$41The asset write-offs, impairments, and related charges variance is primarily due to $538 million associated with preparing($350 million net-of-tax) of impairment charges in 2017 compared to refuel FitzPatrick$2,836 million ($1,829 million net-of-tax) of impairment and related charges in January 2017. Exelon reimbursed Entergy2016. The impairment charges in 2017 are due to nuclear fuel spending, nuclear refueling outage spending, and expenditures for these costs in accordance with the reimbursement agreement discussed in “Entergy Wholesale Commodities Exit From the Merchant Power Business - Planned Sale of FitzPatrick” below; and
an increase of $26 million in costs relatedcapital assets being charged to Pilgrim’s response to a planned NRC enhanced inspectionexpense as incurred as a result of the NRC placing Pilgrim in its “multiple/repetitive degraded cornerstone column” (Column 4)impaired value of its Reactor Oversight Process Action Matrix in September 2015. See Note 8the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the financial statements for further discussionsignificantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the NRC’s decision and Pilgrim’s response.Entergy Wholesale

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The increase was partially offset by:

the effects of recording the final court decisions in several lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $60 million in 2016 compared to the reimbursement of approximately $2 million in 2015 of spent nuclear fuel storage costs previously recorded as other operation and maintenance expenses. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
a decrease of $32 million as a result of the sale of the Rhode Island State Energy Center in December 2015. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale; and
a decrease of $21 million in compensation and benefits costs primarily due to a decrease in net periodic pension and other postretirement benefits costs as a result of an increase in the discount rate used to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs.Commodities’ merchant fleet. See “Critical Accounting EstimatesMANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” below and Note 11 to the financial statements for furthera discussion of pension and other postretirement benefit costs.

The asset write-offs, impairments, and related charges variance is duemanagement’s strategy to $2,836 million ($1,829 million net-of-tax) in 2016reduce the size of the Entergy Wholesale Commodities’ merchant fleet. The impairment and related charges in 2016 were primarily to write down the carrying values of the Entergy Wholesale Commodities’ Palisades, Indian Point 2, and Indian Point 3 plants and related assets to their fair values, partially offset by $2,036 million ($1,317 million net-of-tax) in 2015 of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ FitzPatrick, Pilgrim, and Palisades plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of thesethe impairments and related charges.

Depreciation and amortization expensesTaxes other than income taxes decreased primarily due to:

decreases in depreciable asset balances as a resultto the absence of the impairments ofad valorem taxes from the FitzPatrick Pilgrim, and Palisades plants.plant after it was sold to Exelon in March 2017. See Note 14 to the financial statements for further discussion of the impairments;sale of FitzPatrick.
the effects of recording the final court decisions
Other income increased primarily due to higher realized gains in several lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $15 million in 20162017 as compared to the reimbursementprior year on the decommissioning trust fund investments, including the result of approximately $4 millionportfolio rebalancing in 20152017, and the increase in value realized upon the receipt from NYPA of spent nuclear fuel storage costs previously recorded as depreciation.the decommissioning trust funds for the Indian Point 3 and FitzPatrick plants in January 2017. See Note 89 to the financial statements for discussion of the spent nuclear fuel litigation; and
a decrease in depreciable asset balances as a result of the sale of the Rhode Island State Energy Center in December 2015. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale.

The gain on sale of asset resulted from the sale in December 2015 of the 583 MW Rhode Island State Energy Center in Johnston, Rhode Island, a business wholly-owned by Entergy in the Entergy Wholesale Commodities segment. Entergy sold Rhode Island State Energy Center for approximately $490 million and realized a pre-tax gain of $154 million on the sale. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale.trust transfer agreement with NYPA.

Other expenses decreasedincreased primarily due to the reduction in deferred refueling outage amortization costs related to the impairments of the FitzPatrick, Pilgrim, and Palisades plants and related assets, partially offset by increases in decommissioning expenses primarily as a result of a trust transfer agreement Entergy entered into with NYPA in August 2016, which closed in January 2017, to transfer the decommissioning trusts and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy and a revisionrevisions to the estimated decommissioning cost liabilityliabilities for the Entergy Wholesale Commodities’ Pilgrim plantIndian Point 2 and Palisades plants as a result of a revised decommissioning cost studystudies in 2015.the fourth quarter 2016. The increase was partially offset by a reduction in deferred refueling outage amortization costs related to the impairments of the Indian Point 2, Indian Point 3, and Palisades plants and related assets. See Note 9 to the financial statements for discussion of the trust transfer agreement with NYPA and the revised decommissioning cost studies. See Note 14 to the financial statements for further discussion of the impairments and related charges and Note 9 to the financial statements for further discussion of nuclear decommissioning costs.


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charges.

Income Taxes

See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% for 2017 and 2016 to the effective income tax rates, and for additional discussion regarding income taxes.

The effective income tax rate for 2017 was 56.1%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018, partially offset by a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants, which resulted in both permanent and temporary differences under the income tax accounting standards. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in tax classification.

The effective income tax rate for 2016 was 59.1%. The difference in the effective income tax rate versus the statutory rate of 35% for 2016 was primarily due to a change in the tax election to treatclassification of a subsidiarylegal entity that ownsowned one of the Entergy Wholesale Commodities nuclear power plants as a corporation for federal income tax purposes and the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit, partially offset by state income taxes and certain book and tax differences related to utility plant items. See Note 3 to the financial statements for additional discussion of the tax election,change in the tax settlement,classification and the tax settlement.

Income Tax Legislation

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act). As a reconciliationresult of the Act, Entergy and the Registrant Subsidiaries re-measured their deferred tax assets and liabilities in December 2017 to reflect the reduction in the federal statutory rate of 35% to the effective income tax rate.

The effectivecorporate income tax rate for 2015from 35% to 21% that was 80.4%.  The difference in the effective income tax rate versus the statutory rate of 35% for 2015 was primarily due to the tax effects of the Louisiana business combination. SeeJanuary 1, 2018. Note 3 to the financial statements for furthercontains additional discussion of the tax effectseffect of the Louisiana business combinationAct on 2017 and a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

2015 Compared to 2014

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing 2015 to 2014 showing how much the line item increased or (decreased) in comparison to the prior period.
 Utility Entergy Wholesale Commodities Parent & Other Entergy
 (In Thousands)
2014 Consolidated Net Income (Loss)
$846,496
 
$294,521
 
($180,760) 
$960,257
        
Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)94,195
 (558,060) (1,885) (465,750)
Other operation and maintenance166,812
 (123,645) 1,278
 44,445
Asset write-offs, impairments, and related charges(3,553) 1,928,707
 
 1,925,154
Taxes other than income taxes35,010
 (20,196) 2
 14,816
Depreciation and amortization57,076
 (36,892) (1,546) 18,638
Gain on sale of asset
��154,037
 
 154,037
Other income(3,993) (4,899) (18,607) (27,499)
Interest expense11,403
 10,142
 (5,583) 15,962
Other expenses10,821
 (19,533) 
 (8,712)
Income taxes(455,387) (787,327) 10,190
 (1,232,524)
2015 Consolidated Net Income (Loss)
$1,114,516
 
($1,065,657) 
($205,593) 
($156,734)

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

Results of operations for 2015 include $2,036 million ($1,317 million net-of-tax) of impairment and related charges to write down the carrying values of certain Entergy Wholesale Commodities’ plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges. As

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a result of the Entergy Louisiana and Entergy Gulf States Louisiana business combination,2018 results of operations for 2015 also include two items that occurred in October 2015: 1) a deferred tax asset and resulting net increase in tax basis of approximately $334 million and 2) a regulatory liability of $107 million ($66 million net-of-tax) as a result of customer credits to be realized by electric customers of Entergy Louisiana, consistent with the terms of the stipulated settlement in the business combination proceeding. See Note 2 to the financial statements for further discussion of the business combination and customer credits. Results of operations for 2015 also include the sale in December 2015 of the 583 MW Rhode Island State Energy Center for a realized gain of $154 million ($100 million net-of-tax) on the sale and the $77 million ($47 million net-of-tax) write-off and regulatory charges to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project is no longer probable of recovery. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale. See Note 2 to the financial statements for further discussion of the Waterford 3 write-off.

Results of operations for 2014 include $154 million ($100 million net-of-tax) of charges related to Vermont Yankee primarily resulting from the effects of an updated decommissioning cost study completed in the third quarter 2014 along with reassessment of the assumptions regarding the timing of decommissioning cash flows and severance and employee retention costs. See Note 14 to the financial statements for further discussion of the charges. Results of operations for 2014 also include the $56.2 million ($36.7 million net-of-tax) write-off in 2014 of Entergy Mississippi’s regulatory asset associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff, subsequently approved by the MPSC, in which Entergy Mississippi agreed not to pursue recovery of the costs deferred by an MPSC order in the new nuclear generation docket. See Note 2 to the financial statements for further discussion of the new nuclear generation development costs and the joint stipulation.

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing 2015 to 2014.
Amount
(In Millions)
2014 net revenue
$5,735
Retail electric price187
Volume/weather95
Waterford 3 replacement steam generator provision(32)
MISO deferral(35)
Louisiana business combination customer credits(107)
Other(14)
2015 net revenue
$5,829

The retail electric price variance is primarily due to:

formula rate plan increases at Entergy Louisiana, as approved by the LPSC, effective December 2014 and January 2015;
an increase in energy efficiency rider revenue primarily due to increases in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective July 2015 and July 2014, and new energy efficiency riders at Entergy Louisiana and Entergy Mississippi that began in the fourth quarter 2014; and
an annual net rate increase at Entergy Mississippi of $16 million, effective February 2015, as a result of the MPSC order in the June 2014 rate case.

See Note 2 to the financial statements for a discussion of rate and regulatory proceedings.

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The volume/weather variance is primarily due to an increase of 1,402 GWh, or 1%, in billed electricity usage, including an increase in industrial usage and the effect of more favorable weather. The increase in industrial sales was primarily due to expansion in the chemicals industry and the addition of new customers, partially offset by decreased demand primarily due to extended maintenance outages for existing chemicals customers.

The Waterford 3 replacement steam generator provision is due to a regulatory charge of approximately $32 million recorded in 2015 related to the uncertainty associated with the resolution of the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for a discussion of the Waterford 3 replacement steam generator prudence review proceeding.

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

The Louisiana business combination customer credits variance is due to a regulatory liability of $107 million recorded by Entergy in October 2015 as a result of the Entergy Gulf States Louisiana and Entergy Louisiana business combination. Consistent with the terms of the stipulated settlement in the business combination proceeding, electric customers of Entergy Louisiana will realize customer credits associated with the business combination; accordingly, in October 2015, Entergy recorded a regulatory liability of $107 million ($66 million net-of-tax). See Note 2 to the financial statements for further discussion of the business combination and customer credits.

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing 2015 to 2014.
Amount
(In Millions)
2014 net revenue
$2,224
Nuclear realized price changes(310)
Vermont Yankee shutdown in December 2014(305)
Nuclear volume, excluding Vermont Yankee effect20
Other37
2015 net revenue
$1,666

As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by approximately $558 million in 2016 primarily due to:

lower realized wholesale energy prices, primarily due to significantly higher Northeast market power prices in 2014, and lower capacity prices in 2015; and
a decrease in net revenue as a result of Vermont Yankee ceasing power production in December 2014.

The decrease was partially offset by higher volume in the Entergy Wholesale Commodities nuclear fleet, excluding Vermont Yankee, resulting from fewer refueling outage days in 2015 as compared to 2014, partially offset by more unplanned outage days in 2015 as compared to 2014.


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Following are key performance measures for Entergy Wholesale Commodities for 2015 and 2014.
 2015 2014
Owned capacity (MW) (a)4,880 6,068
GWh billed39,745 44,424
Average revenue per MWh$51.88 $60.84
    
Entergy Wholesale Commodities Nuclear Fleet   
Capacity factor91% 91%
GWh billed35,859 40,253
Average revenue per MWh$51.49 $60.35
Refueling Outage Days:   
FitzPatrick 44
Indian Point 2 24
Indian Point 323 
Palisades32 56
Pilgrim34 
(a)The reduction in owned capacity is due to the retirement of the 605 MW Vermont Yankee plant in December 2014 and the sale of the 583 MW Rhode Island State Energy Center in December 2015.

Other Income Statement Items

Utility

Other operation and maintenance expenses increased from $2,276 million for 2014 to $2,443 million for 2015 primarily due to:

an increase of $59 million in nuclear generation expenses primarily due to an increase in regulatory compliance costs, higher labor costs, and an overall higher scope of work done in 2015. The increase in regulatory compliance costs is primarily related to additional NRC inspection activities in 2015 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See “ANO Damage, Outage, and NRC Reviews” below for a discussion of the ANO stator incident and subsequent NRC reviews;
an increase of $28 million in compensation and benefits costs primarily due to an increase in net periodic pension and other postretirement benefit costs as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in the accrual for incentive-based compensation.  See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs;
an increase of $27 million in energy efficiency costs, including the effects of true-ups to energy efficiency filings for fixed costs to be collected from customers;
an increase of $26 million in distribution expenses primarily due to higher vegetation maintenance and higher labor costs in 2015 as compared to 2014; and
an increase of $24 million in transmission expenses primarily due to an increase in the amount of transmission costs allocated by MISO. See Note 2 to the financial statements for further information on the recovery of these costs.

The increase was partially offset by a decrease of $23 million in storm damage provisions primarily at Entergy Mississippi. See Note 2 to the financial statements for a discussion of storm cost recovery.

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The asset write-offs, impairments, and related charges variance is due to the following activity:

the $45 million ($28 million net-of-tax) write-off in 2015 to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery and the $16 million ($11 million net-of-tax) write-off in 2014 due to the uncertainty at the time associated with the resolution of the Waterford 3 replacement steam generator project prudence review;
the $23.5 million ($15.3 million net-of-tax) write-off in 2015 of the regulatory asset associated with the Spindletop gas storage facility as a result of the approval of the System Agreement termination settlement agreement; and
the $56 million ($37 million net-of-tax) write-off in 2014 of Entergy Mississippi’s regulatory asset associated with new nuclear generation development costs.

See Note 2 to the financial statements for further discussion of the asset write-offs.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, payroll taxes, and franchise taxes.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including the Ninemile Unit 6 project, which was placed in service in December 2014, and higher depreciation rates at Entergy Mississippi effective February 2015, as approved by the MPSC.

Interest expense increased primarily due to net debt issuances in the fourth quarter 2014 by certain Utility operating companies including the issuance by Entergy Louisiana in November 2014 of $250 million of 4.95% Series first mortgage bonds due January 2045 and the issuance by Entergy Arkansas in December 2014 of $250 million of 4.95% Series first mortgage bonds due December 2044.

Other expenses increased primarily due to increases in decommissioning expenses in 2015 as a result of revised decommissioning cost studies in 2014 for Grand Gulf, ANO 1, ANO 2, and Waterford 3. See Note 9 to the financial statements for further discussion of the revised decommissioning cost studies.

Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $1,023 million for 2014 to $899 million for 2015 primarily due to the shutdown of Vermont Yankee, which ceased power production in December 2014. The decrease was partially offset by an increase of $12 million in compensation and benefits costs primarily due to an increase in net periodic pension and other postretirement benefit costs as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in the accrual for incentive-based compensation.  See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs.

The asset write-offs, impairments, and related charges variance is primarily due to $2,036 million ($1,317 million net-of-tax) in 2015 of impairment and related charges to write down the carrying values of certain Entergy Wholesale Commodities’ plants and related assets to their fair values, partially offset by $107 million ($69 million net-of-tax) in 2014 of impairment charges related to Vermont Yankee primarily resulting from the effects of an updated decommissioning cost study completed in the third quarter 2014. See Note 14 to the financial statements for further discussion of these charges.

Taxes other than income taxes decreased primarily due to the shutdown of Vermont Yankee, which ceased power production in December 2014.


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Depreciation and amortization expenses decreased primarily due to decreases in depreciable asset balances as a result of the shutdown of Vermont Yankee, which ceased power production in December 2014. See Note 14 to the financial statements for further discussion of impairment of long-lived assets.

The gain on sale of asset resulted from the sale in December 2015 of the 583 MW Rhode Island State Energy Center in Johnston, Rhode Island, a business wholly-owned by Entergy in the Entergy Wholesale Commodities segment. Entergy sold Rhode Island State Energy Center for approximately $490 million and realized a pre-tax gain of $154 million on the sale. See Note 14 to the financial statements for further discussion of the Rhode Island State Energy Center sale.

Other income decreased primarily due to $37 million ($24 million net-of-tax) in 2015 of impairment and related charges resulting from the write-down of the carrying values of the generating assets of Entergy’s equity method investee Top Deer Wind Ventures, LLC to their fair values, partially offset by higher realized gains on decommissioning trust fund investments in 2015 as compared to 2014, including portfolio reallocations for the Vermont Yankee nuclear decommissioning trust funds.

Other expenses decreased primarily due to a decrease in nuclear refueling outage costs that are being amortized over the estimated period to the next outage as a result of the impairments and related charges in 2015 to write down the carrying values of the FitzPatrick and Pilgrim plants and related assets and the shutdown of Vermont Yankee, which ceased power production in December 2014. See Note 14 to the financial statements for further discussion of the impairment and related charges.

Income Taxes

See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rates, and for additional discussion regarding income taxes.

The effective income tax rate for 2015 was 80.4%.  The difference in the effective income tax rate versus the statutory rate of 35% for 2015 was primarily due to the tax effects of the Louisiana business combination. See Note 3 to the financial statements for further discussion of the tax effects of the Louisiana business combination and a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

The effective income tax rate for 2014 was 38%. The difference in the effective income tax rate versus the statutory rate of 35% for 2014 was 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 a deferred state income tax reduction related to a New York tax law change and book and tax differences related to the allowance for equity funds used during construction.

ANO Damage, Outage, and NRC Reviews

In March 2013, during a scheduled refueling outage at ANO 1, a contractor-owned and operated heavy-lifting apparatus collapsed while moving the generator stator out of the turbine building.  The collapse resulted in the death of an ironworker and injuries to several other contract workers, caused ANO 2 to shut down, and damaged the ANO turbine building.  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.  Entergy Arkansas is pursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. During 2014, Entergy Arkansas collected $50 million from Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants. Litigation remains pending.

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

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durationoperations and financial position, the provisions of the refueling outage.  In February 2014Act, and the APSC approved Entergy Arkansas’s requestuncertainties associated with accounting for the Act, and Note 2 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 resultfinancial statements discusses the regulatory proceedings that have considered the effects 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.Act.

Shortly afterEntergy’s operating cash flows have been and will be reduced in the stator incident,near-term by the NRC deployed an augmented inspection teamAct, most significantly over the time that the Registrant Subsidiaries will return unprotected excess deferred income taxes 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 March 2015, after several NRC inspections and regulatory conferences, the NRC issued a letter notifying Entergy of its decision to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix. Placement into Column 4 requires significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with flood barrier effectiveness and stator issues, an assessment of the effectiveness of the site’s corrective action program, an additional design basis inspection, a safety culture assessment, and possibly other inspection activities consistent with the NRC’s Inspection Procedure. Entergy Arkansas incurred incremental costs of approximately $53 million in 2015 to prepare for the NRC inspection that began in early 2016. Excluding remediation and response costs that may result from the additional NRC inspection activities, Entergy Arkansas also incurred approximately $44 million in 2016 in support of NRC inspection activities and to implement Entergy Arkansas’s performance improvement initiatives developed in 2015. A lesser amount of incremental expensecustomers. Rate base is expected to be ongoing annually after 2016, until ANO transitions outincrease over time as a consequence of Column 4.

The NRC completed the supplemental inspectionAct as the excess deferred income taxes are returned to customers. Entergy is financing its incremental cash requirements as a consequence of the Act through a combination of Registrant Subsidiary debt and Entergy Corporation debt and equity. In June 2018, Entergy Corporation marketed an equity offering of 15.3 million shares of common stock. In lieu of issuing equity at the time of the offering, Entergy entered into forward sale agreements with several counterparties. In December 2018, Entergy physically settled a portion of its obligations under the forward sale agreements by delivering 6.8 million shares of its common stock in exchange for cash proceeds of approximately $500 million. Entergy is required for ANO’s Column 4 designation in February 2016, and publishedto settle its inspection report inremaining obligations under the forward sale agreements with respect to the remaining 8.5 million shares of common stock on or prior to June 2016. In its inspection report, the NRC concluded that the ANO site is being operated safely and that Entergy understands the depth and breadth of performance concerns associated with ANO’s performance decline. Also in June 2016, the NRC issued a confirmatory action letter to confirm the actions Entergy Arkansas has taken and will continue to take to improve performance at ANO. The NRC will verify the completion of those actions through quarterly follow-up inspections, the results of which will determine when ANO should transition out of Column 4.7, 2019.

Entergy Wholesale Commodities Exit from the Merchant Power Business

Entergy managementWholesale Commodities includes the ownership of the following nuclear reactors as of December 31, 2018:
LocationMarketCapacityStatus
Vermont YankeeVernon, VTISO-NE605 MWPlant sold on January 11, 2019
PilgrimPlymouth, MAISO-NE688 MWPlanned shutdown in 2019
Indian Point 2Buchanan, NYNYISO1,028 MWPlanned shutdown in 2020
Indian Point 3Buchanan, NYNYISO1,041 MWPlanned shutdown in 2021
PalisadesCovert, MIMISO811 MWPlanned shutdown in 2022

As discussed below, Entergy sold its FitzPatrick nuclear power plant to Exelon in March 2017 and the Vermont Yankee plant to NorthStar in January 2019. The Pilgrim and Palisades plants are under contract to be sold, subject to certain conditions, after they are shut down. Entergy also sold the Rhode Island State Energy Center, a natural gas-fired combined cycle generating plant, in December 2015.

These plant sales and contracts to sell are the result of a strategy that Entergy has undertaken a strategy to manage and reduce the risk of the Entergy Wholesale Commodities business, which includes taking actions to reduce the size of the merchant fleet. Management evaluated the challenges for each of the plants based on a variety of factors such as their market for both energy and capacity, their size, their contracted positions, and the amount of investment required to continue to operate and maintain the safety and integrity of the plants, including the estimated asset retirement costs. Management continues to look for ways to mitigate the operational and decommissioning risks associated with the merchant power business. AssumptionsChanges to current assumptions regarding the operating life of the plants anda plant, the decommissioning timeline and process, or the length of time that Entergy will continue to be evaluated.  Changes to current assumptionsown a plant could result in revisions to the asset retirement obligations and affect compliance with certain NRC minimum financial assurance requirements for meeting obligations to decommission the plants. Increases in the asset retirement obligations couldare likely to result in an increase in operating expense in the period of a revision. Assumptions regarding theThe possibility that a plant may have an operating life shorter than previously assumed will likelycould result in the need for additional contributions to decommissioning trust funds, or the posting of parent guarantees, letters of credit, or other surety mechanisms.


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Entergy Wholesale Commodities includes the ownership of the following nuclear reactors:

LocationMarketCapacityPlanned Transaction
Vermont YankeeVernon, VTISO-NE605 MWPlanned sale of shutdown plant in 2018
FitzPatrickOswego, NYNYISO838 MWPlanned sale in 2017
PalisadesCovert, MIMISO811 MWPlanned shutdown in 2018
PilgrimPlymouth, MAISO-NE688 MWPlanned shutdown in 2019
Indian Point 2Buchanan, NYNYISO1,028 MWPlanned shutdown in 2020
Indian Point 3Buchanan, NYNYISO1,041 MWPlanned shutdown in 2021

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process.process, and Big Rock Point is also under contract to be sold with the Palisades plant. In addition, Entergy Wholesale Commodities

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provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. A relatively minor portion of the Entergy Wholesale Commodities business is the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

Shutdown and Planned Sale of Vermont Yankee

On December 29, 2014, the Vermont Yankee plant ceased power production and entered its decommissioning phase. In November 2016, Entergy entered into an agreement to sell 100% of the membership interests in Entergy Nuclear Vermont Yankee, LLC to a subsidiary of NorthStar. Entergy Nuclear Vermont Yankee iswas the owner of the Vermont Yankee plant and is in the Entergy Wholesale Commodities segment.plant. The sale of Entergy Nuclear Vermont Yankee to NorthStar will includeincluded the transfer of the nuclear decommissioning trust fund and the asset retirement obligation for the spent fuel management and decommissioning of the plant.

In March 2018, Entergy and NorthStar entered into a settlement agreement and a Memorandum of Understanding with State of Vermont agencies and other interested parties that set forth the terms on which the agencies and parties supported the Vermont Public Utility Commission’s approval of the transaction. The agreements provided additional financial assurance for decommissioning, spent fuel management and site restoration, and detailed the site restoration standards. In October 2018 the NRC issued an order approving the application to transfer Vermont Yankee’s license to NorthStar for decommissioning. In December 2018 the Vermont Public Utility Commission issued an order approving the transaction consistent with the Memorandum of Understanding’s terms. On January 11, 2019, Entergy and NorthStar closed the transaction.

Entergy Nuclear Vermont Yankee hashad an outstanding credit facility with borrowing capacity of $100 millionthat was used to pay for dry fuel storage costs. This credit facility iswas guaranteed by Entergy Corporation. At or before closing, aA subsidiary of Entergy will assumeassumed the obligations under the existing credit facility or enter into a new credit facility, and Entergy will guarantee the credit facility. At the closing of the sale transaction, NorthStar will pay $1,000 for the membership interests incaused Entergy Nuclear Vermont Yankee, andrenamed NorthStar will cause Entergy Nuclear Vermont Yankee, to issue a $139 million promissory note to the Entergy entity sellingsubsidiary that assumed the membership interests in Entergy Nuclear Vermont Yankee.credit facility obligations. The amount of the promissory note issued will be equal toincludes the amount drawn underbalance outstanding on the credit facility, or the amount drawn under the new credit facility, plusas well as borrowing fees and costs incurred by Entergy in connection with suchthe credit facility. The principal amount drawn under

With the outstanding credit facility was $45 millionreceipt of the NRC and Vermont Public Utility Commission approvals and the resolution among the parties of the significant conditions of the sale, Entergy concluded that as of December 31, 2016, and the net book value of Entergy Nuclear2018 Vermont Yankee including unrealized gains on the decommissioning trust fund, as of December 31, 2016, was approximately $88 million.

in held for sale status. Entergy plans to transfer all spent nuclear fuel to dry cask storage by the end of 2018, subject to obtaining necessary regulatory approvals,accordingly evaluated Vermont Yankee’s asset retirement obligation in advancelight of the planned transaction close. Underterms of the sale agreementtransaction and related agreements to be entered into atevaluated the closing, NorthStar will commit to initiate decommissioning and site restoration by 2021 and complete those activities by 2030. The original completion date, as outlined in Entergy’s Post Shutdown Decommissioning Activities Report filed with the NRC, was 2075. Entergy Nuclear Vermont Yankee, under NorthStar ownership, will be required to repay the promissory note issued to Entergy with certainremaining values of the proceeds from the recovery of damages under its claims against the DOE related to spent nuclear fuel disposal, with any balance remaining due at partial site restoration, subject to extension not to exceed two years from partial site restoration.

The transaction is subject to certain closing conditions, including approval by the NRC; approval by the State of Vermont Public Service Board, including approval of site restoration standards that will be proposed as part of the

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transaction; the transfer of all spent nuclear fuel to dry fuel storage on the independent spent fuel storage installation; and that the market value of the fund assets held in the decommissioning trust fund for the Vermont Yankee Nuclear Power Station, lessassets. These evaluations resulted in an increase in the hypothetical income tax onasset retirement obligation and $173 million of related asset impairment and other charges in the aggregate unrealized net gain of such fund assets at closing, is equal to or exceeds $451.95 million, subject to adjustments. The transaction is expected to close by the end of 2018, subject to certain conditions, including the condition that Entergy contributefourth quarter 2018. See Note 9 to the decommissioning trust fund iffinancial statements herein for additional discussion of the value is less than providedasset retirement obligation. See Note 14 to the financial statements for indiscussion of the agreement with NorthStar.closing of the Vermont Yankee transaction.

Sale of Rhode Island State Energy Center

In December 2015, Entergy sold the Rhode Island State Energy Center, a 583 MW natural gas-fired combined-cycle generating plant owned by Entergy in the Entergy Wholesale Commodities segment. Entergy sold Rhode Island State Energy Center for approximately $490 million and realized a pre-tax gain of $154 million on the sale.

Sale of Top Deer Investment

In November 2016, Entergy sold its 50% membership interest in Top Deer Wind Ventures, LLC, a wind-powered electric generation joint venture owned by Entergy in the Entergy Wholesale Commodities segment and accounted for as an equity method investment. Entergy sold its 50% membership interest in Top Deer for approximately $0.5 million and realized a pre-tax loss of $0.2 million on the sale.

Planned Sale of FitzPatrick

In October 2015, Entergy determined that it would close the FitzPatrick plant. The original expectation was to shut down the FitzPatrick plant at the end of its fuel cycle in January 2017. See Note 14 to the financial statements for discussion of the impairment charges associated with the decision to cease operations earlier than expected.

In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy. When Entergy

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purchased Indian Point 3 and FitzPatrick in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities.  NYPA and Entergy subsidiaries executed decommissioning agreements, which specified their decommissioning obligations. NYPA had the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigned the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries. Under the original agreements, if the decommissioning liabilities were retained by NYPA, the Entergy subsidiaries would perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trust funds.  At the time of the acquisition of the plants Entergy recorded a contract asset that represented an estimate of the present value of the difference between the stipulated contract amount for decommissioning the plants less the decommissioning costs estimated in independent decommissioning cost studies.  The asset was increased by monthly accretion based on the applicable discount rate necessary to ultimately provide for the estimated future value of the decommissioning contract. The monthly accretion was recorded as interest income. As a result of the agreement with NYPA, in the third quarter 2016, Entergy removed the contract asset from its balance sheet, and recorded receivables for the beneficial interests in the decommissioning trust funds and asset retirement obligations for the decommissioning liabilities. The asset retirement obligations are accreted monthly through a charge to decommissioning expense. The transaction was contingent upon receiving approval from the NRC, which was received in January 2017.  The decommissioning trust funds for the Indian Point 3 and FitzPatrick plants were transferred to Entergy by NYPA in January 2017. See Note 9 to the financial statements for further discussion of Indian Point 3 and FitzPatrick’s decommissioning liabilities and see Note 16 to the financial statements for further discussion of the receivables for the beneficial interests in Indian Point 3 and FitzPatrick’s decommissioning trust funds.

In August 2016, Entergy entered into an agreement to sell the FitzPatrick plant to Exelon. NRC approval of the sale was received in March 2017. The transaction is expected to closeclosed in the first half of 2017. TheMarch 2017 for a purchase price is $100of $110 million, andwhich included a $10 million non-refundable signing fee paid in August 2016, in addition to the assumption by Exelon of certain liabilities related to the FitzPatrick plant, with an additional $10 million non-refundable signing fee, which was paid

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upon the signing of the agreement. The transaction is contingent upon, among other things, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of necessary regulatory approvals from the FERC, the NRC, and the Public Service Commission of the State of New York (NYPSC), and the receipt of a private letter ruling from the IRS. NRC approval has not yet been received, but all other necessary regulatory approvals have been received. Because certain specified conditions were satisfied in November 2016, including the continued effectiveness of the Clean Energy Standards/Zero Emissions Credit program (CES/ZEC), the establishment of certain long-term agreements on acceptable terms with the Energy Research and Development Authority of the State of New York in connection with the CES/ZEC program, and NYPSC approval of the transaction on acceptable terms, Entergy refueled the FitzPatrick plant in January and February 2017. Entergy expects to operate the FitzPatrick plant until the asset purchase agreement closing date. Entergy entered into a reimbursement agreement with Exelon pursuant to which Exelon will reimburse Entergy for specified out-of-pocket costs associated with the refueling and operation of FitzPatrick that otherwise would have been avoided had Entergy shut down FitzPatrick in January 2017. Pursuant to the reimbursement agreement, as of December 31, 2016 Exelon reimbursed Entergy $56 million for nuclear fuel expenses and $41 million for other operation and maintenance expenses associated with preparing to refuel FitzPatrick in 2017. In addition, Entergy entered into a transfer agreement whereby Exelon will be entitled to all revenues from FitzPatrick’s electricity and capacity sales for the period that commenced upon completion of the refueling outage through the asset purchase agreement closing date. If the asset purchase agreement is terminated, a termination fee of up to $30 million will be payable to Entergy under certain circumstances. If it is consummated, the transaction could resultresulting in a pre-tax gain or loss because of fluctuations in the decommissioning trust fund earnings and asset retirement obligation accretion. Upon the closing of the sale, the FitzPatrick decommissioning trust along with the decommissioning obligation for that plant will be transfered to Exelon.

As a result of the agreement and the status of the necessary regulatory approvals, the assets and liabilities associated withon the sale of FitzPatrick to$16 million. At the transaction close, Exelon are classified as held for sale on Entergy Corporation and Subsidiaries’ Consolidated Balance Sheet. As of December 31, 2016, the $785 million receivable for the beneficial interest in the decommissioning trust fund within other deferred debits and the $714 million asset retirement obligation within other non-current liabilities are classified as held for sale. The transaction also includes property, plant, and equipment with a net book value of zero.

Planned Shutdown of Palisades

Most of the Palisades output is sold under a power purchase agreement (PPA) with Consumers Energy, entered into when the plant was acquired in 2007, that is currently scheduled to expire in 2022. The PPA prices currently exceed market prices and escalate each year, up to $61.50/MWh in 2022.

In December 2016, Entergy reachedpaid an agreement with Consumers Energy to terminate the PPA for the Palisades plant on May 31, 2018. Pursuant to the PPA termination agreement, Consumers Energy will pay Entergy $172additional $8 million for the early terminationproration of the PPA. The PPA termination agreement is subject to regulatory approvals. Separately, and assuming regulatory approvals are obtained for the PPA termination agreement, Entergy intends to shut down the Palisades nuclear power plant permanently on October 1, 2018, after refueling in the spring of 2017 and operating through the end of that fuel cycle. Entergy expects to enter into a new PPA with Consumers Energy under which the plant would continue to operate through October 1, 2018.certain expenses prepaid by Entergy. See Note 14 to the financial statements for further discussion of the impairment charges associated withsale of FitzPatrick. As discussed in Note 3 to the PPA termination agreement andfinancial statements, as a result of the decision to cease operations earlier than expected.sale of FitzPatrick, Entergy re-determined the plant’s tax basis, resulting in a $44 million income tax benefit in the first quarter 2017.

Planned Shutdown of Pilgrim

In October 2015, Entergy determined that it would close the Pilgrim plant. The decision came after management’s extensive analysis of the economics and operating life of the plant following the NRC’s decision in September 2015 to place the plant in its “multiple/repetitive degraded cornerstone column” (Column 4) of its Reactor Oversight Process Action Matrix. In January 2019 the NRC found that the Pilgrim plant had completed the corrective actions required to address the concerns that led to the plant’s placement in Column 4 and had demonstrated sustained improvement. The Pilgrim plant is expected to cease operations on May 31, 2019, after refueling in the spring of 2017 and operating throughat the end of thatits current fuel cycle. See Note 14 to the financial statements for

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discussion of the impairment charges associated with the decision to cease operations earlier than expected and see Note 8 for further discussion on the placement of Pilgrim in Column 4.

Planned Shutdown of Indian Point 2 and Indian Point 3

In April 2007, Entergy submitted to the NRC a joint application to renew the operating licenses for Indian Point 2 and Indian Point 3 have been involved, and have faced opposition, in extensive licensing proceedings. In January 2017, Entergy announced that it reached a settlement with New York State to shut down Indian Point 2 by April 30, 2020 and Indian Point 3 by April 30, 2021. See further discussion of the licensing proceedings and the settlement reached with New York State in “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plantsbelow.

As discussed above, in August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust fund and decommissioning liability for the Indian Point 3 plant to Entergy. The decommissioning trust fund for the Indian Point 3 plant was transferred to Entergy by NYPA in January 2017.

See Note 14 to the financial statements for further discussion of the impairment charges associated with management’s evaluation of alternatives to the continued operation of the Indian Point plants.

Costs Associated with Entergy Wholesale Commodities Strategic Transactions

Entergy incurred approximately $95 million in costs in 2016 associated with these strategic decisions and transactions to exit the merchant power business, primarily employee retention and severance expenses and other benefits-related costs, and contracted economic development contributions. Entergy expects to incur employee retention and severance expenses of approximately $100 million in 2017, and approximately $235 million from 2018 through the end of 2021 associated with these strategic transactions. See Note 13 to the financial statements for further discussion of these costs.

Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plants

The NRC operating license for Palisades expires in 2031, for Pilgrim expires in 2032, and for FitzPatrick expires in 2034. See Note 14 to the financial statements foran additional discussion regarding the planned sales of the Vermont Yankee and FitzPatrick plants and the planned shutdowns and associated impairment and related charges for the Palisades and Pilgrim plants.

Indian Point NRC/ASLB Proceedings
20 years. In January 2017, Entergy reached a settlement with New York State, several State agencies, and Riverkeeper, Inc., under which Indian Point 2 and Indian Point 3 will cease commercial operation by April 30, 2020 and April 30, 2021, respectively, subject to certain conditions, including New York State’s withdrawal of opposition to Indian Point’s license renewals and issuance of contested permits and similar authorizations. See “Overview of Settlement” below for further discussion on the settlement with New York State.

In April 2007, Entergy submitted to the NRC a joint application to renew the operating licenses for Indian Point 2 and Indian Point 3 for an additional 20 years. The original expiration dates of the NRC operating licenses for Indian Point 2 and Indian Point 3 were in September 2013 and December 2015, respectively. Authorization to operate Indian Point 2 and Indian Point 3 rests on Entergy’s having timely filed a license renewal application that remains pending before the NRC. Each of Indian Point 2 and Indian Point 3 has now entered its “period of extended operation” after expiration of the plant’s initial license term under “timely renewal,” which is a federal statutory rule of general applicability providing for extension of a license for which a renewal application has been timely filed with the licensing agency. The license renewal application for Indian Point 2 and Indian Point 3 qualifies for timely renewal protection because it met NRC regulatory standards for timely filing.


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The scope of NRC license renewal applications is focused primarily on whether the licensee has in place aging management programs (detailed diagnostic analyses performed when and as prescribed) to ensure that passive systems, structures, and components (such as pipes and concrete and metal structures) can continue to perform their intended safety functions. Other aspects of nuclear plant operations (maintenance of active components like pumps and control systems, security, and emergency preparedness) are regulated by the NRC on an ongoing basis and, as such, are outside the scope of license renewal proceedings. The NRC also determines whether there are any environmental impacts that would affect license renewal.

Every application for renewal of a reactor operating license undergoes comprehensive NRC staff review to ensure the adequacy of the application and the aging management programs detailed in it. NRC staff’s conclusions following such review are set forth in a Final Safety Evaluation Report (FSER). Issuance of a renewed operating license is a “major federal action” under the National Environmental Policy Act, so NRC staff also are required to prepare an Environmental Impact Statement (EIS) regarding the proposed licensing action. The NRC has elected to address certain EIS issues on a generic basis via the rulemaking process. As a result, the EIS for a particular license renewal proceeding has two components: the Generic Environmental Impact Statement and a Final Supplemental Environmental Impact Statement (FSEIS) addressing site-specific EIS issues. Both the FSER and the FSEIS are subject to updating by NRC staff in an individual license renewal proceeding.

Where, as in the case of Indian Point, one or more intervenors proposes for admission contentions alleging errors and omissions in the applicant’s license renewal application or the NRC staff’s review of related safety and environmental issues, the NRC appoints an ASLB to determine whether the contentions satisfy threshold standards and, if so, to adjudicate such “admitted” contentions. Safety-related contentions address issues that will be or have been described in the FSER and environmental-related contentions address issues that will be or have been described in the FSEIS. Contentions may be proposed at any time before license issuance based on new and material information, subject to timeliness and admissibility standards. Final ASLB orders on admissibility or resolving contentions, whether after hearing or on summary disposition, are appealable to the NRC.

Various governmental and private intervenors sought and obtained party status to express opposition to renewal of the Indian Point 2 and Indian Point 3 licenses. The ASLB has admitted 16 consolidated contentions based on 21 contentions originally proposed by the State of New York or other parties. Thirteen “Track 1” contentions have been resolved in favor of Entergy, whether by the ASLB or by the NRC on appeal from an ASLB decision. Hearings on the three remaining contentions, which are designated “Track 2,” were conducted by the ASLB in November 2015. The ASLB scheduled the filing of post-hearing submissions through late-March 2016, but extended that schedule several times to allow the submission of supplemental testimony addressing the results of the 2016 reactor vessel internal inspection at Unit 2. That inspection led to the replacement of a substantial number of baffle former bolts, as described further in “Nuclear Matters” below. In January 2017 the ASLB issued an order suspending the schedule for completion of Track 2 filings following notification of the settlement with New York State.

Independent of the ASLB process, the NRC staff has performed its technical and environmental reviews of the Indian Point 2 and Indian Point 3 license renewal application. The NRC staff issued an FSER in August 2009, a supplement to the FSER in August 2011, an FSEIS in December 2010, a supplement to the FSEIS in June 2013, and a further supplement to the FSER in November 2014. In November 2014 the NRC staff advised of its proposed schedule for issuance of a further FSEIS supplement to address new information received by NRC staff since preparation and publication of the previous FSEIS supplement in June 2013. The NRC staff issued a draft of the new FSEIS supplement in December 2015. The target date for issuance of a final FSEIS supplement has not been announced. In addition, NRC staff has not formally announced whether it plans to issue a further FSEIS supplement addressing sensitivity analyses of severe accident mitigation alternatives that the NRC directed staff to perform as part of an order resolving appeal of one Track 1 contention in favor of NRC staff and Entergy.

Entergy will continue to work with the NRC staff as it completes its technical and environmental reviews of the Indian Point 2 and Indian Point 3 license renewal applications.


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Indian Point NYSDEC Water Quality Certification Proceedings

The New York State Department of Environmental Conservation (NYSDEC) has taken the position that Indian Point must obtain a new state-issued Clean Water Act Section 401 water quality certification as part of the license renewal process. Entergy submitted its application for a water quality certification to NYSDEC in April 2009, with a reservation of rights regarding the applicability of Section 401 in this case. Subsequently, Entergy submitted certain additional information in response to NYSDEC requests for additional information. In February 2010 the NYSDEC staff determined that Entergy’s water quality certification application was complete. In April 2010 the NYSDEC staff issued a proposed notice of denial of Entergy’s water quality certification application (the Notice). NYSDEC staff’s Notice triggered an administrative adjudicatory hearing before NYSDEC ALJs on the proposed Notice. Between 2011 and 2016, the ALJs conducted more than 50 days of trial on issues identified by NYSDEC staff as bases for denying Indian Point’s proposed water quality certificate, and those issues were briefed by the parties. Entergy also submitted information and analysis to the NRC indicating that a water quality certificate was not legally required for license renewal; NYSDEC disputed Entergy’s position. At the time the Indian Point settlement with New York State was reached, the ALJs had not issued a recommended decision to the Commissioner.

Under the Indian Point settlement, in January 2017, the NYSDEC Commissioner approved the NYSDEC staff’s earlier issuance of the water quality certification and water discharge permit, and the ALJs terminated the proceedings. The settlement agreement provides for issuance of a supplemental environmental analysis in May 2017 reflecting early shutdown.

Indian Point Coastal Zone Management Act Proceedings

In addition, before the NRC may issue renewed operating licenses it must resolve its obligation to address the requirements of the Coastal Zone Management Act (CZMA). Most commonly, those requirements are met by the applicant’s demonstration that the activity authorized by the federal permit being sought is consistent with the host state’s federally-approved coastal management policies. Entergy has undertaken three independent initiatives to resolve CZMA issues: “grandfathering;” “previous review;” and a “consistency certification.”

First, Entergy filed with the New York State Department of State (NYSDOS) in November 2012 a petition for declaratory order that Indian Point is grandfathered under either of two criteria prescribed by the New York Coastal Management Program, which sets forth the state coastal policies applied in a CZMA consistency review. NYSDOS denied the motion by order dated January 2013. Entergy appealed NYSDOS’s decision to the New York State courts. In November 2016 the New York Court of Appeals held that Indian Point was not grandfathered, and therefore subject to CZMA review by NYSDOS in conjunction with NRC license renewal.

Second, in July 2012, Entergy filed a supplement to the Indian Point license renewal applications currently pending before the NRC.  Following a series of filings with the NRC, the NRC staff advised the ASLB in February 2015 that it was reviewing the information it had received regarding previous review and would provide further information when available.
Third, in December 2012, Entergy filed with NYSDOS a consistency determination explaining why Indian Point satisfies all applicable New York Coastal Management Program policies while noting that Entergy did not concede NYSDOS’s right to conduct a new CZMA review for Indian Point. In November 2014, Entergy filed with the NRC and with NYSDOS a notice withdrawing the consistency certification.

NYSDOS disputed the effectiveness of Entergy’s November 2014 notice withdrawing the consistency certification. In December 2014, Entergy and NYSDOS executed an agreement intended to preserve the parties’ respective positions on withdrawal which was extended several times; upon expiration of the last extension, NYSDOS issued an objection in November 2015. Entergy then filed with the National Oceanographic and Atmospheric Administration (NOAA), the agency within the U.S. Department of Commerce that has been delegated authority to act on CZMA appeals, a motion requesting a determination that Entergy’s November 2014 withdrawal notice was

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effective or, alternatively, an extension of the deadline for Entergy to file a notice of appeal and the consolidated record of proceedings which by law must be assembled by the federal licensing agency, here the NRC. In November 2015, after receiving papers in opposition from NYSDOS, NOAA issued a letter (1) deferring until after the New York Court of Appeals ruled on grandfathering the determination whether Entergy’s withdrawal notice was effective, and (2) extending until that time Entergy’s deadline for filing a notice of appeal and the consolidated record. In January 2016, Entergy filed suit in the U.S. District Court for the Northern District of New York challenging the New York State Department of Environmental Conservation’s objection to Entergy’s withdrawn Coastal Zone Management Act consistency certification on federal preemption grounds. Entergy’s complaint requested a determination that the objection, which cites nuclear safety concerns, is preempted and thus invalid. The NYSDOS filed a motion to dismiss Entergy’s lawsuit in March 2016, and Entergy filed its response in May 2016.

Overview of Settlement

The Indian Point settlement requires New York State agencies to issue environmental certifications needed for license renewal and a renewed water discharge permit based on current plant configuration. It also requires the New York State Attorney General and Riverkeeper to withdraw their Track 2 contentions pending before the ASLB. In exchange, Entergy commits to cease commercial operation of Indian Point 2 by April 30, 2020 and Indian Point 3 by April 30, 2021. Operations may be extended up to four additional years for each unit by mutual agreement of Entergy and New York State based on an exigent reliability need for Indian Point generation. See Note 14 to the financial statements for a discussion of the impairment and related charges associated with the settlement with New York State.

The settlement establishes a detailed timeline for implementation of steps necessary to allow Indian Point to receive renewed licenses and to implement Entergy’s commitment to shorten the life of the facility. Under that timeline, Indian Point expects to receive by the end of the first quarter 2017 a water quality certification and water discharge permit from NYSDEC and a concurrence from NYSDOS with a new CZMA consistency certification to be filed by Entergy. The settlement provides for issuance of a supplemental environmental analysis in May 2017 reflecting early shutdown. Consistent with the settlement, in January 2017 the NYSDEC Commissioner issued an order affirming the NYSDEC staff’s issuance of a final water quality certification and a final water discharge permit, and on the same day the ALJs terminated proceedings before them. Each of the water quality certification and CZMA concurrence will be filed with the NRC. In February 2017 the New York State Attorney General and Riverkeeper filed with the ASLB a motion to withdraw their pending Track 2 contentions. There is no schedule for the ASLB to act, but based on past practice the ASLB is expected to act by mid-2017. The NRC is not expected to be in a position to issue renewed licenses earlier than mid-2018, as its staff must first issue one, and potentially two, FSEIS.

In addition to contractually agreeing to cease commercial operations early, in February 2017 Entergy filed withSeptember 2018 the NRC an amendment to its license renewal application changing the term of the requestedissued renewed operating licenses to coincide with the latest possible extension by mutual agreement based on exigent reliability needs: April 30, 2024 for Indian Point 2 andthrough April 30, 20252024 and for Indian Point 3. If Entergy reasonably determines that the NRC will treat the amendment other than as a routine amendment, Entergy may withdraw the amendment.3 through April 2025.

Other provisions of the settlement include termination of all then-existing investigations of Indian Point by the agencies signingparties to the agreement, which include NYSDEC, NYSDOS,the New York State Department of Environmental Conservation, the New York State Department of State, the New York State Department of Public Service, the New York State Department of Health, and the New York State Attorney General. The settlement recognizes the right of New York State agencies

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to pursue new investigations and enforcement actions with respect to new circumstances or existing conditions that become materially exacerbated.

Another provision of the settlement obligates Entergy to establish a $15 million fund for environmental projects and community support. Apportionment and allocation of funds to beneficiaries are to be determined by mutual agreement of New York State and Entergy. The settlement recognizes New York State’s right to perform an annual inspection of Indian Point, with scope and timing to be determined by mutual agreement.

See Note 14 to the financial statements for further discussion of the impairment charges associated with management’s decision to shut down the Indian Point plants.

Planned Shutdown of Palisades

Most of the Palisades output is sold under a power purchase agreement (PPA) with Consumers Energy, entered into when the plant was acquired in 2007, that is scheduled to expire in 2022. The PPA prices currently exceed market prices and escalate each year, up to $61.50/MWh in 2022. In December 2016, Entergy reached an agreement with Consumers Energy to amend the existing PPA to terminate early, on May 31, 2018. Pursuant to the agreement to amend the PPA, Consumers Energy would pay Entergy $172 million for the early termination of the PPA. The PPA amendment agreement was subject to regulatory approvals, including approval by the Michigan Public Service Commission. Separately, Entergy intended to shut down the Palisades nuclear power plant permanently on October 1, 2018, after refueling in the spring of 2017 and operating through the end of that fuel cycle.

In September 2017 the Michigan Public Service Commission issued an order conditionally approving the PPA amendment transaction, but only granting Consumers Energy recovery of $136.6 million of the $172 million requested early termination payment. As a result, Entergy and Consumers Energy agreed to terminate the PPA amendment agreement. Entergy will continue to operate Palisades under the current PPA with Consumers Energy, instead of shutting down in the fall of 2018 as previously planned. Entergy intends to shut down the Palisades nuclear power plant permanently on May 31, 2022. As a result of the increase in the expected operating life of the plant, the expected probability-weighted undiscounted net cash flows as of September 30, 2017 exceeded the carrying value of the plant and related assets. Accordingly, nuclear fuel spending, nuclear refueling outage spending, and expenditures for capital assets incurred at Palisades after September 30, 2017 are no longer charged to expense as incurred, but recorded as assets and depreciated or amortized, subject to the typical periodic impairment reviews prescribed in the accounting rules. See Note 9 to the financial statements for discussion of the associated asset retirement obligation revision. See Note 14 to the financial statements for discussion of the updated calculation of the PPA liability amortization and discussion of the impairment charges associated with the decision to cease operations at Palisades.

Planned Sales of Pilgrim and Palisades

On July 30, 2018, Entergy entered into purchase and sale agreements with Holtec International to sell to a Holtec subsidiary (i) 100% of the equity interests in Entergy Nuclear Generation Company, the owner of Pilgrim, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of Palisades and the Big Rock Point Site. The sales of Entergy Nuclear Generation Company and Entergy Nuclear Palisades will include the transfer of each entity’s nuclear decommissioning trust and obligation for spent fuel management and plant decommissioning. At the closing of each sale transaction, the Holtec subsidiary will pay $1,000 each (subject to adjustment for net liabilities and other amounts) for the equity interests in Entergy Nuclear Generation Company and Entergy Nuclear Palisades.

The Pilgrim transaction is subject to certain closing conditions, including: the permanent shutdown of Pilgrim and the transfer of all nuclear fuel from the reactor vessel to the spent nuclear fuel pool; NRC approval for the transfer of the operating and the independent spent fuel storage installation licenses; FERC approval for the change in control of the switchyard; receipt of a favorable private letter ruling from the IRS; the market value of the nuclear decommissioning trust for Pilgrim, less the hypothetical income tax on the aggregate unrealized gain of such fund

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assets at closing, equaling or exceeding a specified minimum amount; and, the Palisades purchase and sale agreement having not been terminated due to a breach by Holtec or its subsidiary.

The Palisades transaction is subject to certain closing conditions, including: the permanent shutdown of Palisades and the transfer of all nuclear fuel from the reactor vessel to the spent nuclear fuel pool; NRC regulatory approval for the transfer of the Palisades and Big Rock Point operating and independent spent fuel storage installation licenses; receipt of a favorable private letter ruling from the IRS; the market value of the nuclear decommissioning trust for Palisades, less the hypothetical income tax on the aggregate unrealized gain of such fund assets at closing, equaling or exceeding a specified minimum amount; and, the Pilgrim transaction having closed.

Subject to the above conditions, the Pilgrim transaction is expected to close by the end of 2019 and the Palisades transaction is expected to close by the end of 2022. The Pilgrim transaction is expected currently to result in an approximate $120 million loss and the Palisades transaction is expected currently to result in an approximate $80 million gain based on the difference between Entergy’s net investment in each subsidiary and the sale price plus any agreed adjustments. The primary variables in the ultimate loss or gain that Entergy will incur are the values of the nuclear decommissioning trusts and the asset retirement obligations at closing, financial results from plant operations until the closing, and the level of any deferred tax balances at closing.

Costs Associated with Entergy Wholesale Commodities Strategic Transactions

Entergy incurred approximately $139 million in costs in 2018, $113 million in costs in 2017, and $95 million in costs in 2016 associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet, primarily employee retention and severance expenses and other benefits-related costs, and contracted economic development contributions. Entergy expects to incur employee retention and severance expenses of approximately $120 million in 2019, and a total of approximately $110 million from 2020 through 2022 associated with these strategic transactions. See Note 13 to the financial statements for further discussion of these costs.

In 2018, Entergy Wholesale Commodities incurred $532 million, and in 2017 it incurred $538 million, of impairment charges related to nuclear fuel spending, nuclear refueling outage spending, expenditures for capital assets, and asset retirement obligation revisions. These costs were charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. Entergy expects to continue to incur costs associated with nuclear fuel-related spending and expenditures for capital assets and, except for Palisades, expects to continue to charge these costs to expense as incurred because Entergy expects the value of the plants to continue to be impaired.In 2016, Entergy Wholesale Commodities incurred impairment charges of $2.8 billion primarily to write down the carrying values of the Entergy Wholesale Commodities’ Palisades, Indian Point 2, and Indian Point 3 plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of these impairment charges.

Liquidity and Capital Resources

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


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Capital Structure

Entergy’s capitalizationdebt to capital ratio is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for Entergy as of December 31, 2016 is primarily due to the issuance of long-term debt in 2016 and a decrease in retained earnings. See Entergy’s Consolidated Statements of Changes in Equity for details of the decrease in retained earnings.
2016 2015December 31,
2018
 December 31,
2017
Debt to capital64.8% 59.1%66.7% 67.1%
Effect of excluding securitization bonds(1.0%) (1.4%)(0.5%) (0.8%)
Debt to capital, excluding securitization bonds (a)63.8%
57.7%66.2%
66.3%
Effect of subtracting cash(2.0%) (2.7%)(0.6%) (1.1%)
Net debt to net capital, excluding securitization bonds (a)61.8%
55.0%65.6%
65.2%

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

Long-term debt, including the currently maturing portion, makes up most of Entergy’s total debt outstanding. Following are Entergy’s long-term debt principal maturities and estimated interest payments as of December 31, 2016.2018. To estimate future interest payments for variable rate debt, Entergy used the rate as of December 31, 2016.2018. The amounts below include payments on the Entergy Louisiana’s Waterford 3 lease obligation and System Energy’s Grand Gulf sale-leaseback transaction, which are included in long-term debt on the balance sheet.

Long-term debt maturities and estimated interest payments 2017 2018 2019 2020-2021 after 2021 2019 2020 2021 2022-2023 after 2023
 (In Millions) (In Millions)
Utility 
$1,021
 
$1,390
 
$1,219
 
$2,299
��
$14,758
 
$1,336
 
$1,012
 
$1,908
 
$2,554
 
$16,282
Entergy Wholesale Commodities 
 45
 
 
 
 4
 142
 
 
 
Parent and Other 87
 87
 87
 1,287
 1,518
 79
 522
 56
 933
 810
Total 
$1,108
 
$1,522
 
$1,306
 
$3,586
 
$16,276
 
$1,419
 
$1,676
 
$1,964
 
$3,487
 
$17,092

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


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Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in August 2021. Entergy Corporation also hasSeptember 2023. The facility includes fronting commitments for the ability to issueissuance of letters of credit against 50%$20 million of the total borrowing capacity of the credit facility. The commitment fee is currently 0.225% 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 year ended December 31, 20162018 was 2.23%3.60% on the drawn portion of the facility.


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As of December 31, 2016,2018, amounts outstanding and capacity available under the $3.5 billion credit facility are:
Capacity Borrowings Letters of Credit Capacity Available Borrowings Letters of Credit Capacity Available
(In Millions)
$3,500 $700 $6 $2,794 $220 $6 $3,274

A covenant in Entergy Corporation’s credit facility requires Entergy to maintain a consolidated debt ratio, as defined, 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. One such difference is that it excludes the effects, among other things, of certain impairments related to the Entergy Wholesale Commodities nuclear generation assets. Entergy is currently in compliance with the covenant and expects to remain in compliance with this covenant. If Entergy fails to meet this ratio, or if Entergy or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the Entergy Corporation credit facility’s maturity date may occur.

Entergy Corporation has a commercial paper program with a Board-approved program limit of up to $1.52 billion. AtAs of December 31, 2016,2018, Entergy Corporation had $344 million$1.942 billion of commercial paper outstanding. The weighted-average interest rate for the year ended December 31, 20162018 was 1.13%2.50%.

Capital lease obligations are a minimal part of Entergy’s overall capital structure. Following are Entergy’s payment obligations under those leases.
 2017 2018 2019 2020-2021 after 2021
 (In Millions)
Capital lease payments$5 $4 $3 $6 $22
 2019 2020 2021 2022-2023 after 2023
 (In Millions)
Capital lease payments$3 $3 $3 $6 $16

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

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each had credit facilities available as of December 31, 20162018 as follows:
Company Expiration Date Amount of Facility Interest Rate (a) 
Amount Drawn
 as of
December 31, 20162018
 
Letters of Credit
Outstanding as of
December 31, 20162018
Entergy Arkansas April 20172019 $20 million (b) 2.02%3.77%  
Entergy Arkansas August 2021September 2023 $150 million (c) 2.02%3.77%  
Entergy Louisiana August 2021September 2023 $350 million (d)(c) 2.02%$6.4 million
Entergy MississippiMay 2017$10 million (e)2.27%3.77%  
Entergy Mississippi May 20172019 $2010 million (e)(d) 2.27%4.02%  
Entergy Mississippi May 20172019 $35 million (e)(d) 2.27%4.02%  
Entergy Mississippi May 20172019 $37.5 million (e)(d) 2.27%4.02%  
Entergy New Orleans November 20182021 $25 million (f)(c) 2.52%3.80%  $0.8 million
Entergy Texas August 2021September 2023 $150 million (g)(c) 2.27%4.02%  $4.71.3 million


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(a)
The interest rate is the estimated interest rate as of December 31, 20162018 that would behave been applied to outstanding borrowings under the facility.
(b)
Borrowings under this Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable at Entergy Arkansas’s option.

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(c)
The credit facility allows Entergy Arkansas to issueincludes fronting commitments for the issuance of letters of credit against 50%a portion of the borrowing capacity of the facility.facility as follows: $5 million for Entergy Arkansas; $15 million for Entergy Louisiana; $10 million for Entergy New Orleans; and $30 million for Entergy Texas. 
(d)The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility.  
(e)Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable at Entergy Mississippi’s option.
(f)The credit facility allows Entergy New Orleans to issue letters of credit against $10 million of the borrowing
capacity of the facility.
(g)The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. 

Each of the credit facilities requires the Registrant Subsidiary borrower to maintain a debt ratio, as defined, of 65% or less of its total capitalization. Each Registrant Subsidiary is in compliance with this covenant.

In addition, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each entered into one or more uncommitted standby letter of credit facilities as a means to post collateral to support its obligations related to MISO. Following is a summary of the uncommitted standby letter of credit facilities as of December 31, 2016:2018:
Company  Amount of Uncommitted Facility Letter of Credit Fee Letters of Credit Issued as of December 31, 2016 (a)
Entergy Arkansas  $25 million 0.70% 
$1.0 million
Entergy Louisiana  $125 million 0.70% 
$5.7 million
Entergy Mississippi  $40 million 0.70% 
$7.1 million
Entergy New Orleans  $15 million 1.00% 
$6.2 million
Entergy Texas  $50 million 0.70% 
$14.7 million
CompanyAmount of Uncommitted FacilityLetter of Credit FeeLetters of Credit Issued as of December 31, 2018 (a)
Entergy Arkansas$25 million0.70%$1 million
Entergy Louisiana$125 million0.70%$25.9 million
Entergy Mississippi$40 million0.70%$16.7 million
Entergy New Orleans$15 million1.00%$2 million
Entergy Texas$50 million0.70%$20.9 million
(a)As of December 31, 2016,2018, letters of credit posted with MISO covered FTRfinancial transmission right exposure of $0.3$0.2 million for Entergy ArkansasMississippi and $0.1$4.1 million for Entergy Mississippi.Texas. See Note 15 to the financial statements for discussion of FTRs.financial transmission rights.

As of December 31, 2018, Entergy Nuclear Vermont Yankee hashad a credit facility guaranteed by Entergy Corporation with a borrowing capacity of $100$145 million whichthat expires in January 2018.November 2020. As of December 31, 2016, $452018, $139 million in cash borrowings were outstanding under the credit facility. The weighted average interest rate for the year ended December 31, 2018 was 3.50% on the drawn portion of the facility.  In anticipation of the transfer of Entergy Nuclear Vermont Yankee also has an uncommittedto NorthStar, the credit facility guaranteedwas assumed by Vermont Yankee Asset Retirement Management, LLC, Entergy Corporation with aNuclear Vermont Yankee’s parent company that remains an Entergy subsidiary after the transfer, in January 2019 and the borrowing capacity of $85 million which expires in January 2018. As of December 31, 2016, there were no cash borrowings outstanding under the uncommitted credit facility.was reduced to $139 million. See Note 4 to the financial statements for additional discussion of the Vermont Yankee facilities.


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Nuclear Vermont Yankee to NorthStar.

Operating Lease Obligations and Guarantees of Unconsolidated Obligations

Entergy has a minimal amount of operating lease obligations and guarantees in support of unconsolidated obligations. Entergy’s guarantees in support of unconsolidated obligations are not likely to have a material effect on Entergy’s financial condition, results of operations, or cash flows. Following are Entergy’s payment obligations as of December 31, 20162018 on non-cancelable operating leases with a term over one year:
 2017 2018 2019 2020-2021 after 2021
 (In Millions)
Operating lease payments$76 $70 $67 $93 $91
 2019 2020 2021 2022-2023 after 2023
 (In Millions)
Operating lease payments$94 $82 $75 $108 $88

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


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Summary of Contractual Obligations of Consolidated Entities

Contractual Obligations 2017 2018-2019 2020-2021 after 2021 Total 2019 2020-2021 2022-2023 after 2023 Total
 (In Millions) (In Millions)
Long-term debt (a) 
$1,108
 
$2,828
 
$3,586
 
$16,276
 
$23,798
 
$1,419
 
$3,640
 
$3,487
 
$17,092
 
$25,638
Capital lease payments (b) 
$5
 
$7
 
$6
 
$22
 
$40
 
$3
 
$6
 
$6
 
$16
 
$31
Operating leases (b) (c) 
$76
 
$137
 
$93
 
$91
 
$397
 
$94
 
$157
 
$108
 
$88
 
$447
Purchase obligations (d) 
$1,435
 
$1,868
 
$1,392
 
$3,127
 
$7,822
 
$1,331
 
$2,301
 
$2,743
 
$3,340
 
$9,715

(a)Includes estimated interest payments. Long-term debt is discussed in Note 5 to the financial statements.
(b)Lease obligations are discussed in Note 10 to the financial statements.
(c)Does not include power purchase agreements that are accounted for as leases that are included in purchase obligations.
(d)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. Almost all of the total are fuel and purchased power obligations.

In addition to the contractual obligations stated above, Entergy currently expects to contribute approximately $409$176.9 million to its pension plans and approximately $53$47.6 million to other postretirement plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy has $978$1,213 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:
 
maintain System Energy’s equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);
permit the continued commercial operation of Grand Gulf;
pay in full all System Energy indebtedness for borrowed money when due; and
enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy’s rights in the agreement as security for the specific debt.

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Capital Expenditure Plans and Other Uses of Capital

Following are the amounts of Entergy’s planned construction and other capital investments by operating segment for 20172019 through 2019.2021.
Planned construction and capital investments 2017 2018 2019 2019 2020 2021
 (In Millions) (In Millions)
Utility:            
Generation 
$1,390
 
$1,520
 
$1,465
 
$1,915
 
$1,090
 
$1,515
Transmission 845
 860
 820
 1,060
 845
 570
Distribution 755
 800
 805
 1,040
 1,095
 1,325
Other 530
 360
 255
Utility Support 515
 405
 325
Total 3,520
 3,540
 3,345
 4,530
 3,435
 3,735
Entergy Wholesale Commodities 230
 130
 60
 110
 40
 20
Total 
$3,750
 
$3,670
 
$3,405
 
$4,640
 
$3,475
 
$3,755

Planned construction and capital investments refer to amounts Entergy plans to spend on routine capital projects that are necessary to support reliability of its service, equipment, or systems and to support normal customer growth, and includes spending for the nuclear and non-nuclear plants at Entergy Wholesale Commodities. In addition to routine capital projects, they also refer to amounts Entergy plans to spend on non-routine capital investments for which Entergy is either contractually obligated, has Board approval, or otherwise expects to make to satisfy regulatory or legal requirements. Amounts include the following types of construction and capital investments:

Investments, including the St. Charles Power Station, Lake Charles Power Station, Washington Parish Energy Center, Choctaw Generating Station, Sunflower Solar Facility, New Orleans Power Station, and Montgomery County Power Station, each discussed below, and potential construction of additional generation.
Entergy Wholesale Commodities investments associated with specific investments such as component replacements, software and security, and dry cask storage.
Investments in Entergy’s nuclear fleet. See “Nuclear Matters” below for discussion of this initiative.
Transmission spending to enhance reliability, reduce congestion, and enable economic growth.
Distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering.

For the next several years, the Utility’s owned generating capacity is projected to be adequate to meet MISO reserve requirements; however, in the longer-term additional supply resources will be needed, and its supply plan initiative will continue to seek to transform its generation portfolio with new generation resources.  Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. Estimated capital expenditures are also subject to periodic review and modification and may vary based on the ongoing effects of business restructuring, regulatory constraints and requirements, environmental regulations, business opportunities, market volatility, economic trends, changes in project plans, and the ability to access capital.

St. Charles Power Station

In August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on land adjacent to the existing Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. Testimony was filed by LPSC staff and intervenors, with LPSC staff concluding that the construction of the project serves the public convenience and necessity. Three intervenors contended that Entergy Louisiana had not established that construction of the project is in the public interest, claiming that the request for proposal excluded consideration of certain resources that could be more cost effective, that the request for proposal provided undue

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preference to the self-build option, and that a 30-year capacity commitment was not warranted by current supply conditions. The request for proposal independent monitor also filed testimony and a report affirming that the St. Charles Power Station was selected through an objective and fair request for proposal that showed no undue preference to any proposal. An evidentiary hearing was held in April 2016, and in July 2016 an ALJ issued a final recommendation that the LPSC certify that the construction of St. Charles Power Station is in the public interest. The LPSC issued itsan order approving certification of St. Charles Power Station in December 2016. Construction is in progress and commercial operation is estimatedexpected to occur by mid-2019.

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Lake Charles Power Station

In November 2016, Entergy Louisiana filed an application with the LPSC seeking certification that the public convenience and necessity would be served by the construction of the Lake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost of the Lake Charles Power Station is $872 million, including estimated costs of transmission interconnection and other related costs. A procedural schedule has been issued, withIn May 2017 the parties to the proceeding agreed to an evidentiary hearing scheduled for Mayuncontested stipulation finding that construction of the Lake Charles Power Station is in the public interest and June 2017. Subject to timely approval byauthorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and receiptapproved certification of other permitsthe unit. Construction is in progress and approvals, commercial operation is estimatedexpected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The plant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana will purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and other related costs. In May 2017, Entergy Louisiana filed an application with the LPSC seeking certification of the plant. In April 2018 the parties reached a settlement recommending certification and cost recovery through the additional capacity mechanism of the formula rate plan, consistent with prior LPSC precedent with respect to the certification and recovery of plants previously acquired by Entergy Louisiana. The LPSC issued an order approving the settlement in May 2018.

Choctaw Generating Station

In August 2018, Entergy Mississippi announced that it signed an asset purchase agreement to acquire from a subsidiary of GenOn Energy Inc. the Choctaw Generating Station, an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi.  The purchase price is expected to be approximately $314 million.  Entergy Mississippi also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $401 million.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from applicable federal and state regulatory and permitting agencies.  These include regulatory approvals from the MPSC and the FERC. Clearance under the Hart-Scott-Rodino Antitrust Improvements Act has occurred.  In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. In a separate filing in October 2018, Entergy Mississippi proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism, in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the non-fuel annual ownership costs of the Choctaw Generating Station, as well as to allow similar cost recovery treatment for other future capacity additions approved by the MPSC. Closing is expected to occur by the end of 2019.

Sunflower Solar Facility

In November 2018, Entergy Mississippi announced that it signed an agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility that will be sited on approximately 1,000 acres in Sunflower County, Mississippi.  The estimated base purchase price is approximately $138.4 million.  The estimated total investment, including the base purchase price and other related costs, for Entergy Mississippi to acquire the Sunflower Solar Facility is approximately $153.2 million. The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from applicable federal and state regulatory and permitting agencies.  The project will be built by Sunflower County Solar Project, LLC, a sub-subsidiary of Recurrent Energy,

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LLC. Entergy Mississippi will purchase the facility upon mechanical completion and after the other purchase contingencies have been met.  In December 2018, Entergy Mississippi filed a joint petition with Sunflower Solar Project at the MPSC for Sunflower Solar Project to construct and for Entergy Mississippi to acquire and thereafter own, operate, improve, and maintain the solar facility.  Entergy Mississippi has proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism, in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the annual ownership costs of the Sunflower Solar Facility.  Closing is expected to occur by the end of 2021.

New Orleans Power Station

In June 2016, Entergy New Orleans filed an application with the City Council seeking a public interest determination and authorization to construct the New Orleans Power Station, a 226 megawattMW advanced combustion turbine in New Orleans, Louisiana, at the site of the existing Michoud generating facility, which facility was deactivatedretired effective May 31, 2016. The current estimated cost of the New Orleans Power Station is $216 million. A procedural schedule has been established with a decision expected no later than April 2017. Subject to timely approval by the City Council and receipt of other permits and approvals, commercial operation is estimated to occur by late-2019. In January 2017 several intervenors filed testimony opposing the construction of the New Orleans Power Station on various grounds. In FebruaryJuly 2017, Entergy New Orleans submitted a supplemental and amending application to the City Council seeking approval to construct either the originally proposed 226 MW advanced combustion turbine, or alternatively, a 128 MW unit composed of natural gas-fired reciprocating engines and a related cost recovery plan. The cost estimate for the alternative 128 MW unit is $210 million. In addition, the application renewed the commitment to pursue up to 100 MW of renewable resources to serve New Orleans. In March 2018 the City Council adopted a resolution approving construction of the 128 MW unit. The targeted commercial operation date is mid-2020, subject to receipt of all necessary permits. In April 2018 intervenors opposing the construction of the New Orleans Power Station filed with the City Council a request for rehearing, which was subsequently denied, and a petition for judicial review of the City Council’s decision, and also filed a motionlawsuit challenging the City Council’s approval based on Louisiana’s open meeting law. In May 2018 the City Council announced that it would initiate an investigation into allegations that Entergy New Orleans, Entergy, or some other entity paid or participated in paying certain attendees and speakers in support of the New Orleans Power Station to temporarily suspendattend or speak at certain meetings organized by the procedural scheduleCity Council. In June 2018, Entergy New Orleans produced documents in response to a City Council resolution relating to this investigation. The City Council issued a request for qualifications for an investigator and in June 2018 selected two investigators. In October 2018 the investigators for the City Council released their report, concluding that individuals were paid to attend and/or speak in support of the New Orleans Power Station and that Entergy New Orleans “knew or should have known that such conduct occurred or reasonably might occur.”  The City Council held a special meeting on October 31, 2018 to allow the investigators to present the report and for further analysisthe City Council to consider next steps.  At that meeting, the City Council issued a resolution requiring Entergy New Orleans to show cause why it should not be fined $5 million as a result of the findings in the report. In November 2018, Entergy New Orleans submitted its response to the show cause resolution, disagreeing with certain characterizations and omissions of fact in the report and asserting that the City Council could not legally impose the proposed fine.  Simultaneous with the filing of its response to the show cause resolution, Entergy New Orleans sent a letter to the City Council re-asserting that the City Council’s imposition of the proposed fine would be unlawful, but acknowledging that the actions of a subcontractor, which was retained by an Entergy New Orleans contractor without the knowledge or contractually-required consent of Entergy New Orleans, were contrary to Entergy’s values.  In that letter, Entergy New Orleans offered to donate $5 million to the City Council to resolve the show cause proceeding.  In January 2019, Entergy New Orleans submitted a new settlement proposal to the City Council. The proposal retains the components of the first offer but adds to it a commitment to make reasonable efforts to limit the costs of the project to the $210 million cost estimate with advanced notification of anticipated cost overruns, additional reporting requirements for cost and environmental items, and a commitment regarding itsreliability investment and to work with the New Orleans Sewerage and Water Board to provide a reliable source of power. In February 2019 the City Council approved a resolution approving the settlement proposal and that motion was granted. A status conference is scheduled in March 2017.allowing the construction of the New Orleans Power Station to commence.

Montgomery County Power Station

In October 2016, Entergy Texas filed an application with the PUCT seeking certification that the public convenience and necessity would be served by the construction of the Montgomery County Power Station, a nominal

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993 megawattMW combined-cycle generating unit in Montgomery County, Texas on land adjacent to the existing Lewis Creek plant. The current estimated cost of the Montgomery County Power Station is $937 million, including estimated costsapproximately $111 million of transmission interconnection and network upgrades and other related costs. The independent monitor, who oversaw the request for proposal process, filed testimony and a report affirming that the Montgomery County Power Station was selected through an objective and fair request for proposal process that showed no undue preference to any proposal. Discovery has commencedIn June 2017 parties to the proceeding filed an unopposed stipulation and a procedural schedule has been establishedsettlement agreement. The stipulation contemplates that Entergy Texas’s level of cost-recovery for this proceeding, including an evidentiary hearing in May 2017. A PUCT decision regardinggeneration construction costs for Montgomery County Power Station is capped at $831 million, subject to certain exclusions such as force majeure events. Transmission interconnection and network upgrades and other related costs are not subject to the application is expected by October$831 million cap. In July 2017 pursuant to a Texas statute requiring the PUCT to issue an order regarding a certificate of convenience and necessity within 366 days ofapproved the filing.stipulation. Subject to timely approval by the PUCT andtimely receipt of other permits and approvals, commercial operation is estimated to occur by mid-2021.

Advanced Metering Infrastructure (AMI)

See Note 2 to the financial statements for discussion of filings made by the Utility operating companies regarding the deployment of AMI. The filings included estimates of implementation costs for AMI of $208 million for Entergy Arkansas, $330 million for Entergy Louisiana, $132 million for Entergy Mississippi, $75 million for Entergy New Orleans, and $132 million for Entergy Texas.

Dividends and Stock Repurchases

Declarations of dividends on Entergy’s common stock are made at the discretion of the Board. Among other things, the Board evaluates the level of Entergy’s common stock dividends based upon earnings per share from the Utility operating segment and the Parent and Other portion of the business, financial strength, and future investment

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opportunities. At its January 20172019 meeting, the Board declared a dividend of $0.87$0.91 per share. Entergy paid $648 million in 2018, $629 million in 2017, and $612 million in 2016 $599 million in 2015, and $596 million in 2014 in cash dividends on its common stock.

In accordance with Entergy’s stock-based compensation plans, Entergy periodically grants stock options, restricted stock, performance units, and restricted stock unit awards 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 the authority to fund grant exercises, 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. As of December 31, 2016,2018, $350 million of authority remains under the $500 million share repurchase program. The amount of repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities, or if limitations in the credit markets continue for a prolonged period.

Sources of Capital

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

internally generated funds;
cash on hand ($1,188481 million as of December 31, 2016)2018);
securities issuances;
bank financing under new or existing facilities or commercial paper; and
sales of assets.


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

Provisions within the articles of incorporationorganizational documents relating to preferred stock or membership interests of certain of Entergy Corporation’s subsidiaries could restrict the payment of cash dividends or other distributions on their common and preferred stock.equity. All debt and common and preferred equity issuances by the Registrant Subsidiaries require prior regulatory approval and their preferred equity and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures and other agreements. Entergy believes that the Registrant Subsidiaries have sufficient capacity under these tests to meet foreseeable capital needs.

The FERC has jurisdiction over securities issuances by the Utility operating companies and System Energy, exceptEnergy. The City Council has concurrent jurisdiction over Entergy New Orleans’s securities issuances with maturities longer than one year issuedyear. The APSC has concurrent jurisdiction over Entergy Arkansas’s issuances of securities secured by Entergy Arkansas and Entergy New Orleans, which are subject to the jurisdiction of the APSC and the City Council, respectively.property, including first mortgage bond issuances. No regulatory approvals are necessary for Entergy Corporation to issue securities. The current FERC-authorized short-term borrowing limits and long-term borrowing limits for Entergy New Orleans are effective through October 2017.2019. The current FERC-authorized short-term borrowing limits and long-term financing authorization for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extendare effective through October 2017.November 2020. Entergy Arkansas has obtained long-termfirst mortgage bond/secured financing authorization from the APSC that extends through December 2018.2020. Entergy New Orleans also has obtained long-term financing authorization from the City Council that extends through June 2018.October 2019. Entergy Arkansas, Entergy Louisiana, and System Energy each have obtained long-term financing authorizationsauthorization from the FERC that extendextends through October 2017November 2020 for issuances by its respectivethe nuclear fuel company variable interest entity.entities. In addition to borrowings from commercial banks, the Registrant Subsidiaries may also borrow from the Entergy System money pool.pool and from other internal short-term borrowing arrangements. The money pool is an intercompanyand the other internal borrowing arrangementarrangements are inter-company borrowing arrangements designed to reduce Entergy’s subsidiaries’ dependence on external short-term borrowings. Borrowings from the money poolinternal and external short-term borrowings combined may not exceed the FERC-authorized short-term borrowing limits. See Notes 4 and 5 to the financial statements for further discussion of Entergy’s borrowing limits, authorizations, and amounts outstanding.

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Hurricane Isaac

In June 2014 the LPSC voted to approve a series of orders which (i) quantified $290.8 million of Hurricane Isaac system restoration costs as prudently incurred; (ii) determined $290 million as the level of storm reserves to be re-established; (iii) authorized Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) granted other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Louisiana committed to pass on to customers a minimum of $30.8 million of customer benefits through annual customer credits of approximately $6.2 million for five years. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation and the Louisiana State Bond Commission. See Note 2 to the financial statements for a discussion of the August 2014 issuance of bonds under Act 55 of the Louisiana Legislature.
In May 2015, the City Council issued a financing order authorizing the issuance of securitization bonds to recover Entergy New Orleans’s Hurricane Isaac storm restoration costs of $31.8 million, including carrying costs, the costs of funding and replenishing the storm recovery reserve in the amount of $63.9 million, and approximately $3 million for estimated up-front financing costs associated with the securitization. See Note 5 to the financial statements for a discussion of the July 2015 issuance of the securitization bonds.

Cash Flow Activity

As shown in Entergy’s Consolidated Statements of Cash Flows, cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
(In Millions)(In Millions)
Cash and cash equivalents at beginning of period
$1,351
 
$1,422
 
$739

$781
 
$1,188
 
$1,351


    

    
Net cash provided by (used in): 
  
  
 
  
  
Operating activities2,999
 3,291
 3,890
2,385
 2,624
 2,999
Investing activities(3,850) (2,609) (2,955)(4,106) (3,841) (3,850)
Financing activities688
 (753) (252)1,421
 810
 688
Net increase (decrease) in cash and cash equivalents(163) (71) 683
Net decrease in cash and cash equivalents(300) (407) (163)
          
Cash and cash equivalents at end of period
$1,188
 
$1,351
 
$1,422

$481
 
$781
 
$1,188

Operating Activities

2016 Compared to 2015

Net cash provided by operating activities decreased by $292 million in 2016 primarily due to:

a decrease due to the timing of recovery of fuel and purchased power costs in 2016 as compared to 2015. See Note 2 to the financial statements for a discussion of fuel and purchased power cost recovery;
lower Entergy Wholesale Commodities net revenue in 2016 as compared to 2015, as discussed previously; and
an increase of $83 million in interest paid in 2016 as compared to 2015 primarily due to an interest payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets and an increase in interest expense primarily due to 2016 net debt issuances by various Utility operating companies, partially offset by a decrease in interest paid in 2016 on the Grand Gulf sale-leaseback obligation. See Note 10 to the financial statements for a discussion of Entergy Louisiana’s purchase of a beneficial interest

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Operating Activities

2018 Compared to 2017

Net cash flow provided by operating activities decreased by $239 million in 2018 primarily due to:

the Waterford 3 leased assets and for detailsreturn of the Grand Gulf lease obligation.unprotected excess accumulated deferred income taxes to Utility customers. See Note 52 to the financial statements for a discussion of long-term debt.the regulatory activity regarding the Tax Cuts and Jobs Act;
lower Entergy Wholesale Commodities net revenue in 2018 as compared to the same period in 2017 (except for revenues resulting from the FitzPatrick reimbursement agreement with Exelon). See Note 14 to the financial statements for discussion of the reimbursement agreement;
a decrease due to the timing of recovery of fuel and purchased power costs in 2018 as compared to the prior year. See Note 2 to the financial statements for a discussion of fuel and purchased power cost recovery;
an increase of $56 million in interest paid in 2018 as compared to the prior year resulting from an increase in interest expense;
income tax payments of $20 million in 2018 compared to income tax refunds of $13 million in 2017. Entergy made income tax payments in 2018 for estimated federal income taxes. Entergy received income tax refunds in 2017 resulting from the carryback of net operating losses; and
proceeds of $2 million received in 2018 compared to proceeds of $23 million received in 2017 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

The decrease was partially offset by:

higherthe effect of favorable weather on billed Utility net revenuessales in 20162018;
the timing of collection of receivables from Utility customers;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
a decrease of $58 million in spending on nuclear refueling outages in 2018 as compared to 2015,the prior year; and
a decrease of $57 million in severance and retention payments in 2018 as compared to the prior year. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” above for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet.

2017 Compared to 2016

Net cash flow provided by operating activities decreased by $375 million in 2017 primarily due to:

lower Entergy Wholesale Commodities net revenue (except for revenues resulting from the FitzPatrick reimbursement agreement with Exelon) in 2017 as compared to prior year, as discussed above;above. See Note 14 to the financial statements for discussion of the reimbursement agreement;
an increase of $141 million in spending on nuclear refueling outages in 2017 as compared to the prior year;
an increase of $94 million in severance and retention payments in 2017 as compared to the prior year. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” above for a discussion of management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;

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proceeds of $23 million received in 2017 compared to proceeds of $102 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
a decrease of $46 million in spending on nuclear refueling outages in 2016 as compared to 2015; and
a decrease of $19 million in spending related to the shutdown of Vermont Yankee, which ceased power production in December 2014.

2015 Compared to 2014

Net cash provided by operating activities decreased by $599 million in 2015 primarily due to:

lower Entergy Wholesale Commodities net revenues in 2015 as compared to 2014, as discussed previously;
proceeds of $310 million received from the Louisiana Utilities Restoration Corporation in August 2014 as a result of the Louisiana Act 55 storm cost financing. See Note 2 to the financial statements and “Hurricane Isaac” above for a discussion of the Act 55 storm cost financing;
spending of $78 million in 2015 on activities related to the decommissioning of Vermont Yankee, which ceased power production in December 2014;
an increase of $52$20 million in interest paidpension contributions in 2015 primarily due to an increase in interest paid on the Grand Gulf sale-leaseback obligation.2017. See MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 1011 to the financial statements for details of the Grand Gulf lease obligation;
an increase in spending of $48 million in 2015 related to Vermont Yankee, including the severance and retention payments accrued in 2014 and defueling activities that took place after the plant ceased power production in December 2014; and
an increase in income tax payments of $26 million primarily due to payments made in 2015 for the final settlement of amounts outstanding associated with the 2006-2007 IRS audit. See Note 3 to the financial statements for a discussion of the finalized taxqualified pension and interest computations for the 2006-2007 IRS audit.other postretirement benefits funding.

The decrease was partially offset by:

income tax refunds of $13 million in 2017 compared to income tax payments of $95 million in 2016. Entergy received income tax refunds in 2017 resulting from the carryback of net operating losses. Entergy made income tax payments in 2016 related to the effect of the 2006-2007 IRS audit and for jurisdictions that do not have net operating loss carryovers or jurisdictions in which the utilization of net operating loss carryovers are limited;
a decrease of $68 million in interest paid in 2017 as compared to the prior year primarily due to an interest payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets. See Note 10 to the financial statements for a discussion of Entergy Louisiana’s purchase of a beneficial interest in the Waterford 3 leased assets; and
an increase due to the timing of recovery of fuel and purchased power costs in 2015;
higher Utility net revenues in 20152017 as compared to 2014, as discussed above;the prior year. See Note 2 to the financial statements for a discussion of fuel and
a decrease of $46 million in storm spending in 2015 as compared to 2014. purchased power cost recovery.

Investing Activities

20162018 Compared to 20152017

Net cash flow used in investing activities increased by $1,241$265 million in 20162018 primarily due to:

the purchase of the Union Power Station for approximately $949 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
proceeds of approximately $490 million from the sale in December 2015 of Rhode Island State Energy Center. See Note 14 to the financial statements for further discussion of the sale; and
an increase of $279$334 million in construction expenditures, primarily in the Utility business. The increase in construction expenditures in the Utility business is primarily due to an increase of $114$205 million in transmissionfossil-fueled generation construction expenditures primarily due to an overall higher scope of work performedspending in 2018 on transmissionself-build projects

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in 2016 as compared to 2015, an increase of $106$88 million in nuclear construction expenditures primarily due to a higher scope of work on various nuclear projectsperformed during the Grand Gulf outage in 2016 as compared2018;
proceeds of $100 million from the sale in March 2017 of the FitzPatrick plant to 2015, an increase of $95 million in fossil-fueled generation construction expenditures primarily due to spending on the St. Charles Power Station project in 2016, an increase of $79 million in distribution construction expenditures primarily due to a higher scope of non-storm related work performed in 2016 as comparedExelon. See Note 14 to the same period in 2015financial statements for a discussion of the sale of FitzPatrick; and higher storm restoration spending in 2016, and an increase of $65 million in information technology construction expenditures due
collateral posted to various information technology projects and upgrades in 2016. The increase was partially offsetprovide credit support to secure its obligations under agreements to sell power produced by a decrease of $148 million in spending related to compliance with NRC post-Fukushima requirements in the Utility and Entergy Wholesale Commodities businesses.Commodities’ power plants.

The increase was partially offset by:

changes in the decommissioning trust funds, including portfolio rebalancing of certain decommissioning trust funds in 2018;
a decrease of $179$75 million 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; and
an increase of $151$34 million in proceeds received from the DOE in 20162018 as compared to the prior year resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
a $71 million NYPA value sharing payment in 2015. See Note 14 to the financial statements for further discussion of Entergy’s NYPA value sharing agreements; and
the deposit of $64 million into Entergy New Orleans’s storm reserve escrow accounts in 2015.litigation.

2015

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2017 Compared to 20142016

Net cash flow used in investing activities decreased by $346$9 million in 20152017 primarily due to:

to the purchase of the Union Power Station for approximately $949 million in March 2016 and proceeds of approximately $490$100 million from the sale in December 2015March 2017 of Rhode Island State Energy Center.the FitzPatrick plant to Exelon. See Note 14 to the financial statements for further discussion of the sale;Union Power Station purchase and the sale of FitzPatrick. The decrease was partially offset by:

an increase of $827 million in construction expenditures, primarily in the depositUtility business. The increase in construction expenditures in the Utility business is primarily due to an increase of $452 million in fossil-fueled generation construction expenditures primarily due to higher spending in 2017 on the St. Charles Power Station project and the Lake Charles Power Station project and a totalhigher scope of $64work performed on various other fossil projects in 2017 as compared to 2016; an increase of $133 million into Entergy New Orleans’sin distribution construction expenditures primarily due to a higher scope of non-storm related work performed in 2017 as compared to 2016 and higher storm reserve escrow accountsrestoration spending in 20152017; an increase of $102 million in nuclear construction expenditures primarily due to increased spending on various nuclear projects in 2017 as compared to 2016; an increase of $101 million in transmission construction expenditures primarily due to a higher scope of work performed on transmission projects in 2017 as compared to 2016; and an increase of $51 million due to increased spending on advanced metering infrastructure in 2017;
a decrease of $144 million in proceeds received from the DOE in 2017 as compared to the depositprior year resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of a total of $268 million into Entergy Louisiana’s storm reserve escrow accounts in 2014;
$58 million in disbursements from the Vermont Yankee decommissioning trust funds to Entergy in 2015;spent nuclear fuel litigation; and
a decrease of $63 million 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 decrease was partially offset by:

an increase in construction expenditures primarily due to an overall higher scope of work on various projects in 2015 as compared to 2014 and compliance with NRC post-Fukushima requirements, partially offset by a decrease in storm restoration spending and a decrease in spending on the Ninemile Unit 6 project;
a change in collateral deposit activity, reflected in the “Decrease (increase) in other investments” line on the Consolidated Statements of Cash Flows, as Entergy received net deposits of $47 million in 2014.  Entergy Wholesale Commodities’ forward sales contracts are discussed in the “Market and Credit Risk Sensitive Instruments” section below; and
a decrease of $16 million in insurance proceeds primarily due to $13 million received in 2015 related to the unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013; and
$12 million received in 2015 for property damages related to the generator stator incident at ANO compared to $37 million received in 2014 for property damages related to the generator stator incident at ANO. See Note 8 to the financial statements for a discussion of the ANO stator incident.


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Financing Activities

20162018 Compared to 20152017

Entergy’sNet cash flow provided by financing activities provided $688increased by $611 million of cash for 2016 compared to using $753 million of cash for 2015in 2018 primarily due to the following activity:to:

long-term debt activity providing approximately $1,489$1,070 million of cash in 20162018 compared to providing $41$224 million of cash in 2015.  Included in the long-term debt activity is net2017. Borrowings and repayments of borrowings of $135 million in 2016 compared to net borrowings of $140 million in 2015 on the Entergy CorporationEntergy’s long-term credit facility;facility are included in long-term debt activity; and
proceeds from the issuance of $110common stock of $499 million as a result of preferred stockthe settlement of equity forwards in 2015.2018. See Note 67 to the financial statements for further discussion;discussion of the equity forward sale agreements.
$100
The increase was partially offset by a decrease of $647 million in net issuances of common stock repurchasedcommercial paper in 2015, as discussed above;
2018 compared to 2017 and a net increasedecrease of $41$152 million in 20162018 in short-term borrowings by the nuclear fuel company variable interest entities; andentities.

2017 Compared to 2016

Net cash flow provided by financing activities increased by $122 million in 2017 primarily due to:

Entergy’s net issuances of $1,123 million of commercial paper in 2017 compared to net repayments of $78 million of commercial paper in 2016;
an increase of $21$95 million in the repurchase or redemptionresulting from lower redemptions of preferred stock. In September 2015,2017, Entergy LouisianaNew Orleans redeemed its $100$7.8 million 6.95%of 4.75% Series preferred membership interests,stock, its $6 million of which $165.56% Series preferred stock, and its $6 million was owned by Entergy Louisiana Holdings, an Entergy subsidiary, and Entergy Gulf States Louisiana repurchased its $10 millionof 4.36% Series A 8.25% preferred membership interests as part of a multi-step process to effectuate the Entergy Louisiana and Entergy Gulf States Louisiana business combination.  See Note 2 to the financial statements for a discussion of the combination.stock. In 2016, Entergy Arkansas redeemed its $75 million of 6.45% Series preferred stock and its $10 million of 6.08% Series preferred stock and Entergy Mississippi redeemed its $30 million of 6.25% Series preferred stock.

2015 Compared to 2014

Net cash flow used in financing activities increased $501 million in 2015 primarily due to:

long-term debt activity providing approximately $41 million of cash in 2015 compared to providing $777 million of cash in 2014.  Included in the long-term debt activity is $140 million in 2015 and $440 million in 2014 for the repayment of borrowings on the Entergy Corporation long-term credit facility;
a decrease of $171 million in treasury stock issuances in 2015 primarily due to a larger amount of previously repurchased Entergy Corporation stock issued in 2014 to satisfy stock option exercises;
a net decrease of $154 million in 2015 in short-term borrowings by the nuclear fuel company variable interest entities; and
the repurchase or redemption of $94 million of preferred membership interests in 2015. Entergy Louisiana redeemed its $100 million 6.95% Series preferred membership interests, of which $16 million was owned by Entergy Louisiana Holdings, an Entergy subsidiary, and repurchased its $10 million Series A 8.25% preferred membership interests as part of a multi-step process to effectuate the Entergy Louisiana and Entergy Gulf States Louisiana business combination.  See Note 2 to the financial statements for a discussion of the business combination.

The increase was partially offset by:

net repayments of $62 million of commercial paper in 2015 compared to net repayments of $561 million of commercial paper in 2014;
the issuance of $110 million of preferred stock in 2015. See Note 6 to the financial statements for further discussion of preferred stock issuances; and
a decrease of $83 million of common stock repurchased in 2015 as compared to 2014, as discussed above.

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an increase of $48 million in treasury stock issuances in 2017 primarily due to a larger amount of previously repurchased Entergy Corporation common stock issued in 2017 to satisfy stock option exercises; and
net borrowings of $41 million by the nuclear fuel company variable interest entities in 2017 compared to net repayments of $1 million in 2016.

The increase was partially offset by long-term debt activity providing approximately $224 million of cash in 2017 compared to providing approximately $1,489 million of cash in 2016. Borrowings and repayments of borrowings on Entergy’s long-term credit facility are included in long-term debt activity.

For the details of Entergy’s commercial paper program and the nuclear fuel company variable interest entities’ short-term borrowings, see Note 4 to the financial statements. See Note 5 to the financial statements for details of long-term debt.

Rate, Cost-recovery, and Other Regulation

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that the Utility operating companies and System Energy charge for their services significantly influence Entergy’s financial position, results of operations, and liquidity. These companies are regulated and the rates charged to their customers are determined in regulatory proceedings. Governmental agencies, including the APSC, the City Council, the LPSC, the MPSC, the City Council, the PUCT, and the FERC, are primarily responsible for approval of the rates charged to customers. Following is a summary of the Utility operating companies’ authorized returns on common equity:
Company Authorized Return on Common Equity
   
Entergy Arkansas 9.25% - 10.25%
Entergy Louisiana 9.15% - 10.75% Electric;9.95% Electric (a); 9.45% - 10.45% Gas
Entergy Mississippi 9.89%9.28% - 11.97%11.36%
Entergy New Orleans 10.7% - 11.5% Electric; 10.25% - 11.25% Gas
Entergy Texas 9.8%9.65%

(a)Based on 2017 test year. Authorized return on common equity for 2018 and 2019 test years will be 9.2% - 10.4%.

The Utility operating companies’ base rate, fuel and purchased power cost recovery, and storm cost recovery proceedings are discussed in Note 2 to the financial statements.

Federal Regulation

The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including rates for System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. The current return on equity and capital structure of System Energy are currently the subject of complaints filed by certain of the operating companies’ retail regulators. The current return on equity under the Unit Power Sales Agreement is 10.94%. Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Certain of the Utility operating companies’ retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. See Note 2 to the financial statements for discussion of the

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System Agreement proceedings, and a complaintthe complaints filed with the FERC challenging System Energy’s return on equity.equity, and the amendments to the Unit Power Sales Agreement approved by the FERC in 2018.

Market and Credit Risk Sensitive Instruments

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

The commodity price risk associated with the sale of electricity by the Entergy Wholesale Commodities business.
The interest rate and equity price risk associated with Entergy’s investments in pension and other postretirement benefit trust funds. See Note 11 to the financial statements for details regarding Entergy’s pension and other postretirement benefit trust funds.

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The interest rate and equity price risk associated with Entergy’s investments in nuclear plant decommissioning trust funds, particularly in the Entergy Wholesale Commodities business. See Note 16 to the financial statements for details regarding Entergy’s decommissioning trust funds.
The interest rate risk associated with changes in interest rates as a result of Entergy’s outstanding indebtedness. Entergy manages its interest rate exposure by monitoring current interest rates and its debt outstanding in relation to total capitalization. See Notes 4 and 5 to the financial statements for the details of Entergy’s debt outstanding.

The Utility 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 commodity and financial 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.

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

Commodity Price Risk

Power Generation

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  In addition to selling the energy produced by its plants, Entergy Wholesale Commodities also 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 may also usesuse 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 December 31, 2016.2018.


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Entergy Wholesale Commodities Nuclear Portfolio

 2017 2018 2019 2020 2021 2019 2020 2021 2022
Energy  
Percent of planned generation under contract (a):  
Unit-contingent (b) 87% 66% 5% —% —% 98% 94% 91% 66%
Firm LD (c) 10% —% —% —% —%
Offsetting positions (d) (10%) (10%) —% —% —%
Total 87% 56% 5% —% —%
Planned generation (TWh) (e) (f) 27.3 26.7 18.8 11.7 2.9
Planned generation (TWh) (c) (d) 25.6 17.7 9.6 2.8
Average revenue per MWh on contracted volumes:  
Minimum $43.7 $36.4 $53.2 $— $—
Expected based on market prices as of December 31, 2016 $44.0 $36.4 $53.2 $— $—
Sensitivity: -/+ $10 per MWh market price change $43.8-$44.5 $34.9-$37.8 $53.2 $— $—
Expected based on market prices as of December 31, 2018 $39.7 $42.1 $56.8 $58.8
  
Capacity  
Percent of capacity sold forward (g): 
Bundled capacity and energy contracts (h) 22% 10% —% —% —%
Capacity contracts (i) 31% 23% 12% —% —%
Percent of capacity sold forward (e): 
Bundled capacity and energy contracts (f) 26% 37% 68% 97%
Capacity contracts (g) 32% 5% —% —%
Total 53% 33% 12% —% —% 58% 42% 68% 97%
Planned net MW in operation (average) (f) 3,568 3,365 2,356 1,384 347
Planned net MW in operation (average) (d) 3,167 2,195 1,158 338
Average revenue under contract per kW per month (applies to capacity contracts only) $4.9 $9.4 $11.1 $— $— $5.9 $2.3 $— $—
  
Total Nuclear Energy and Capacity Revenues (j) 
Total Energy and Capacity Revenues (h) 
Expected sold and market total revenue per MWh $50.6 $44.6 $44.4 $43.6 $48.1 $44.4 $45.1 $54.9 $47.3
Sensitivity: -/+ $10 per MWh market price change $49.5-$52.0 $39.3-$49.9 $34.9-$53.9 $33.6-$53.6 $38.1-$58.1 $44.2 - $44.6 $44.9 - $45.3 $54.0 - $55.8 $43.9 - $50.8

(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.uncertainty. Positions that are not 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, the seller is generally not liable to the buyer for any damages. Certain unit-contingent sales include a guarantee of availability. Availability guarantees provide 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.
(c)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. This also includes option transactions that may expire without being exercised.
(d)Transactions for the purchase of energy, generally to offset a Firm LD transaction.

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(e)Amount of output expected to be generated by Entergy Wholesale Commodities nuclear resources considering plant operating characteristics, outage schedules, and expected market conditions that affect dispatch.
(f)(d)
Assumes the sale of FitzPatrick to Exelon in the second quarter 2017, planned shutdown of Palisades on October 1, 2018, planned shutdown of Pilgrim on May 31, 2019, planned shutdown of Indian Point 2 on April 30, 2020, and planned shutdown of Indian Point 3 on April 30, 2021. Assumes NRC license renewals for two units, as follows (with current license expirations in parentheses): Indian Point 2 (September 20132021, and now operating under its periodplanned shutdown of extended operations while its application is pending) and Indian Point 3 (December 2015 and now operating under its period of extended operations while its application is pending).Palisades on May 31, 2022. For a discussion regarding the planned sale of the FitzPatrick plant and planned shutdown of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3, and Palisades plants, see “Entergy Wholesale Commodities Exit from the Merchant Power Business” above. 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.
(g)(e)Percent of planned qualified capacity sold to mitigate price uncertainty under physical or financial transactions.
(h)(f)A contract for the sale of installed capacity and related energy, priced per megawatt-hour sold.
(i)(g)A contract for the sale of an installed capacity product in a regional market.
(j)(h)Includes assumptions on converting a portion of the portfolio to contracted with fixed price cost or discount and excludes non-cash revenue from the amortization of the Palisades below-market purchased power agreement, mark-to-market activity, and service revenues.

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 the respective year-end market

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conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax income of $37$6 million in 20172019 and would have had a corresponding effect on pre-tax income of $99$3 million in 2016.2018. A negative $10 per MWh change in the annual average energy price in the markets based on the respective year-end market conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax income of ($31)6) million in 20172019 and would have had a corresponding effect on pre-tax income of ($74)3) million in 2016.

Entergy’s purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA.  In October 2007, NYPA and the subsidiaries that own the FitzPatrick and Indian Point 3 plants amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms.  Under the amended value sharing agreements, the Entergy subsidiaries agreed to make annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014.  Entergy subsidiaries paid NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million, and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million.  The annual payment for each year’s output was due by January 15 of the following year.  Entergy recorded the liability for payments to NYPA as power is generated and sold by Indian Point 3 and FitzPatrick.  In 2014, Entergy Wholesale Commodities recorded a liability of approximately $72 million for generation during that year.  An amount equal to the liability was recorded each year to the plant asset account as contingent purchase price consideration for the plants.2018.

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’ power plants contain provisions that require an Entergy subsidiary to provide credit support to secure its obligations under the agreements. The Entergy subsidiary is required to provide credit support based upon the difference between the current market prices and contracted power prices in the regions where Entergy Wholesale Commodities sells power. The primary form of credit support to satisfy these requirements is an Entergy Corporation guaranty.guarantee.  Cash and letters of credit are also acceptable forms of credit support. At December 31, 2016,2018, based on power prices at that time, Entergy had liquidity exposure of $128$126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $8$52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2016,2018, Entergy would have been required to provide approximately $57$69 million of additional cash or letters of credit under some of the agreements. As of December 31, 2016,2018, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $238$310 million for a $1 per MMBtu increase in gas prices in both the short-andshort- and long-term markets.

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As of December 31, 2016,2018, substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants through 20212022 is with counterparties or their guarantors that have public investment grade credit ratings.

Nuclear Matters

In 2016,Entergy’s Utility and Entergy conducted a comprehensive evaluationWholesale Commodities businesses include the ownership and operation of nuclear generating plants and are, therefore, subject to the Entergy nuclear fleetrisks related to such ownership and determined that it is necessary to increaseoperation. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial requirements, both for capital investments in its nuclear plantsand operational needs, to position theEntergy’s nuclear fleet to meet its operational goals. These investments will result in increased operating and capital costs associated with operating Entergy’s nuclear plants going forward. The preliminary estimates ofgoals, including the increase to planned capital costs for 2017 through 2019 identified through and associated with this initiative are estimated to be$870 million for Utility. The preliminary estimates indicate that the capital costs identified through this initiative for Entergy Wholesale Commodities are expected to have a minimal effect on Entergy’s preliminary capital investment plan estimate for 2017 through 2019. The current estimates of the capital costs identified through this initiative are included in Entergy’s preliminary capital investment plan estimate for 2017 through 2019 given in “Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital” above. The increase to planned other operation and maintenance expenses identified through and associated with this initiative is preliminarily estimated to be approximately $125 million in 2017 for Utility, with a similar level of expenses expected to continue going forward, and approximately $25 million in 2017 for Entergy Wholesale Commodities, with a similar level of expenses expected to continue going forward while the merchant nuclear plants are operating. In addition, nuclear refueling outage expenses are expected to increase going forward for both Utility and Entergy Wholesale Commodities.

The nuclear industry continuesfinancial requirements to address susceptibility toemerging issues like stress corrosion cracking of certain materials within the plant systems.  The issue is applicablesystems and the Fukushima event; the implementation of plans to cease merchant generation at all Entergy Wholesale Commodities nuclear unitsplants by 2022 and the post-shutdown decommissioning of these plants; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to varying degreescomplete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is managed in accordance with industry standard practicesa program to collect information about plant performance, assess the information for its safety significance, and guidelines that include in-service examinations, replacements,provide for appropriate licensee and mitigation strategies.  DevelopmentsNRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the industryplacement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or identificationColumn 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of issues atinspection by the nuclear units could require unanticipated remediation efforts that cannot be quantifiedNRC with, in advance.general, progressively increasing levels of associated costs.

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ANO

SeeANO Damage, Outage, and NRC Reviewsabove and Note 8 to the financial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in Column 4.

Pilgrim

See Note 8 to the financial statements for discussion of the NRC’s decision in September 2015 to place Pilgrim in Column 4 of its Reactor Oversight Process Action Matrix due to its finding of continuing weaknesses in Pilgrim’s corrective action program that contributed to repeated unscheduled shutdowns and equipment failures.

Indian Point

During the scheduled refueling and maintenance outage at Indian Point Unit 2 in the first quarter 2016, comprehensive inspections were done as part of the aging management program that calls for an in-depth inspection of the reactor vessel.  Inspections of more than 2,000 bolts in the reactor’s removable insert liner identified issues with roughly 11% of the bolts that required further analysis.  Entergy replaced bolts as appropriate, and the unit returned to service on June 16, 2016.  The repair costs were accounted for as deferred refueling outage costs and will be amortized over the plant’s subsequent fuel cycle.  In addition to the repair costs, Entergy lost net revenue due to the plant being offline.  Entergy estimates the negative effect on earnings was approximately $51 million pre-tax in second quarter 2016. Entergy evaluated the scope and duration of Indian Point 3’s scheduled refueling outage planned for 2017. Based on the results of that evaluation and analysis, Entergy is extending Indian Point 3’s 2017 outage by 20 days.

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Grand Gulf

Grand Gulf began a maintenance outage on September 8, 2016 to replace a residual heat removal pump. Although the pump had been replaced, on September 27, 2016 management decided to keep the plant in an outage for additional training and other steps to support management’s operational goals. Grand Gulf returned to service on January 31, 2017.

Based on the plant’s recent performance indicators, in November 2016 the NRC placed Grand Gulf in the “regulatory response column,” or Column 2, of its Reactor Oversight Process Action Matrix. Additionally, in October 2016In August 2018 the NRC commenced a special inspection to investigate the circumstances surrounding the unplanned unavailability of an alternate heat removal system during the September 2016 replacement of the heat removal pump and to evaluate the licensee’s actions to address the causes of the event. Depending upon the findings of the NRC and the plant’s performance indicators, there is risk that the NRC could movemoved Grand Gulf into the “degraded cornerstone“licensee response column,” or Column 3,1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review Grand Gulf’s performance in addressing issues that had previously resulted in classification in Column 2. Based on performance indicator data for the third quarter 2018, Grand Gulf moved back to Column 2 due to a reduction in power to address an operational issue with a plant system that resulted in the threshold for one of the NRC’s performance indicators being exceeded.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

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

Timing - In projecting decommissioning costs, two assumptions must be made to estimate the timing of plant decommissioning. First, the date of the plant’s retirement must be estimated for those plants that do not have an announced shutdown date. The estimate may include assumptions regarding the possibility that the plant may have an operating life shorter than the operating license expiration, as well as assumptions regarding the probability that the plant’s license will be renewed for those plants that have not yet received operating license renewal.expiration. Second, an assumption must be made regarding whether all decommissioning activity will proceed immediately upon plant retirement, or whether the plant will be placed in SAFSTOR status. SAFSTOR is decommissioning a facility by placing it in a safe, stable condition that is maintained until it is subsequently decontaminated and dismantled to levels that permit license termination, normally within 60 years from permanent cessation of operations. A change of assumption

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regarding either the probability of license renewal, the period of continued operation, or the use of a SAFSTOR period, or whether Entergy will continue to hold the plant or the plant is held for sale can change the present value of the asset retirement obligations.
obligation.
Cost Escalation Factors - Entergy’s current decommissioning cost studies include an assumption that decommissioning costs will escalate over present cost levels by factors ranging from approximately 2% to 3% annually. A 50-basis point change in this assumption could change the estimated present value of the decommissioning liabilities by approximately 5%6% to 15%18%. The timing assumption influences the significance of the effect of a change in the estimated inflation or cost escalation rate because the effect increases with the length of time assumed before decommissioning activity ends.
Spent Fuel Disposal - Federal law requires the DOE to provide for the permanent storage of spent nuclear fuel, and legislation has been passed by Congress to develop a repository at Yucca Mountain, Nevada. The DOE

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has not yet begun accepting spent nuclear fuel and is in non-compliance with federal law. The DOE continues to delay meeting its obligation and Entergy’s nuclear plant owners are continuing to pursue damage claims against the DOE for its failure to provide timely spent fuel storage. Until a federal site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities during the decommissioning period can have a significant effect (as much as an average of 20% to 30% of total estimated decommissioning costs). Entergy’s decommissioning studies include cost estimates for spent fuel storage. These estimates could change in the future, however, based on the expected timing of when the DOE begins to fulfill its obligation to receive and store spent nuclear fuel. See Note 8 to the financial statements for further discussion of Entergy’s spent nuclear fuel litigation.
Technology and Regulation - Over the past several years, more practical experience with the actual decommissioning of nuclear facilities has been gained and that experience has been incorporated into Entergy’s current decommissioning cost estimates. Given the long duration of decommissioning projects, additional experience, including technological advancements in decommissioning, could occur,be gained, however, and affect current cost estimates. In addition, if regulations regarding nuclear decommissioning were to change, this could significantly affect cost estimates.
Interest Rates - The estimated decommissioning costs that are the basis for the recorded decommissioning liability are discounted to present value using a credit-adjusted risk-free rate. When the decommissioning liability is revised, increases in cash flows are discounted using the current credit-adjusted risk-free rate. Decreases in estimated cash flows are discounted using the credit-adjusted risk-free rate used previously in estimating the decommissioning liability that is being revised. Therefore, to the extent that a revised cost study results in an increase in estimated cash flows, a change in interest rates from the time of the previous cost estimate will affect the calculation of the present value of the revised decommissioning liability.    

Revisions of estimated decommissioning costs that decrease the liability also result in a decrease in the asset retirement cost asset. For the non-rate-regulated portions of Entergy’s business for which the plant’s value is impaired, these reductions will immediately reduce operating expenses in the period of the revision if the reduction of the liability exceeds the amount of the undepreciated asset retirement costplant asset at the date of the revision. Revisions of estimated decommissioning costs that increase the liability result in an increase in the asset retirement cost asset, which is then depreciated over the asset’s remaining economic life. For a plant in the non-rate-regulated portions of Entergy’s business for which the plant’s value is impaired, however, including a plant that is shutdown, or is nearing its shutdown date, the increase in the liability is likely to immediately increase operating expense in the period of the revision and not increase the asset retirement cost asset. See Note 14 to the financial statements for further discussion of impairment of long-lived assets and Note 9 to the financial statements for further discussion of asset retirement obligations.

Utility Regulatory Accounting

Entergy’s Utility operating companies and System Energy are subject to retail regulation by their respective state and local regulators and to wholesale regulation by the FERC. Because these regulatory agencies set the rates the Utility operating companies and System Energy are allowed to charge customers based on allowable costs, including a reasonable return on equity, the Utility operating companies and System Energy apply accounting standards that

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require the financial statements to reflect the effects of rate regulation, including the recording of regulatory assets and liabilities. Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery from customers through regulated rates. Regulatory liabilities represent the excess recovery of costs that have been deferred because it is probable such amounts will be returned to customers through future regulated rates. See Note 2 to the financial statements for a discussion of rate and regulatory matters, including details of Entergy’s and the Registrant Subsidiaries’ regulatory assets and regulatory liabilities.

For each regulatory jurisdiction in which they conduct business, the Utility operating companies and System Energy assess whether the regulatory assets and regulatory liabilities continue to meet the criteria for probable future recovery or settlement at each balance sheet date and when regulatory events occur. This assessment includes consideration of recent rate orders, historical regulatory treatment for similar costs, and factors such as changes in

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applicable regulatory and political environments. If the assessments made by the Utility operating companies and System Energy are ultimately different than actual regulatory outcomes, it could materially affect the results of operations, financial position, and cash flows of Entergy or the Registrant Subsidiaries.

Unbilled Revenue

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

Impairment of Long-lived Assets and Trust Fund Investments

Entergy has significant investments in long-lived assets in both of its operating segments, and Entergy evaluates these assets against the market economics and under the accounting rules for impairment when there are indications that an impairment may exist. This evaluation involves a significant degree of estimation and uncertainty. In the Entergy Wholesale Commodities business, Entergy’s investments in merchant generation assets are subject to impairment if adverse market or regulatory conditions arise, particularly if it leads to a decision or an expectation that Entergy will operate or own a plant for a shorter period than previously expected; if there is a significant adverse change in the physical condition of a plant; or, if investment in a plant significantly exceeds previously-expected amounts; or, for Indian Point 2 and Indian Point 3, if their operating licenses are not renewed.amounts.

If an asset is considered held for use, and Entergy concludes that events and circumstances are present indicating that an impairment analysis should be performed under the accounting standards, the sum of the expected undiscounted future cash flows from the asset are compared to the asset’s carrying value. The carrying value of the asset includes any capitalized asset retirement cost associated with the decommissioning liability; therefore, changes in assumptions that affect the decommissioning liability can increase or decrease the carrying value of the asset subject to impairment. If the expected undiscounted future cash flows exceed the carrying value, no impairment is recorded. If the expected undiscounted future cash flows are less than the carrying value and the carrying value exceeds the fair value, Entergy is required to record an impairment charge to write the asset down to its fair value. If an asset is considered held for sale, an impairment is required to be recognized if the fair value (less costs to sell) of the asset is less than its carrying value.

The expected future cash flows are based on a number of key assumptions, including:

Future power and fuel prices - Electricity and gas prices can be very volatile. This volatility increases the imprecision inherent in the long-term forecasts of commodity prices that are a key determinant of estimated future cash flows.
Market value of generation assets - Valuing assets held for sale requires estimating the current market value of generation assets. While market transactions provide evidence for this valuation, these transactions are relatively infrequent, the market for such assets is volatile, and the value of individual assets is affected by factors unique to those assets.
Future operating costs - Entergy assumes relatively minor annual increases in operating costs. Technological or regulatory changes that have a significant effect on operations could cause a significant change in these assumptions.
Timing and the life of the asset - Entergy assumes an expected life of the asset. A change in the timing assumption, whether due to management decisions regarding operation of the plant, the regulatory process, or operational or other factors, could have a significant effect on the expected future cash flows and result in a significant effect on operations.

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See Note 14 to the financial statements for a discussion of impairment conclusions related to the impairments of the Palisades, Indian Point 2 and 3, FitzPatrick, and PilgrimEntergy Wholesale Commodities nuclear plants.

Entergy evaluates investmentthe available-for-sale debt securities in the Entergy Wholesale Commodities’ nuclear decommissioning trust funds with 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. If Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary-impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss). The assessment of whether an investment in an equity security has suffered an other than temporary impairment is based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.  Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. As discussed in NoteEffective January 1, to2018 with the financial statements,adoption of ASU 2016-01, unrealized losses and gains on investments in equity securities that are considered other-than-temporarily impairedheld by the Entergy Wholesale Commodities’ nuclear decommissioning trust funds are recorded in earnings for Entergy Wholesale Commodities.as they occur. See Note 16 to the financial statements for details on the decommissioning trust funds.

Taxation and Uncertain Tax Positions

Management exercises significant judgment in evaluating the potential tax effects of Entergy’s operations, transactions, and other events. Entergy accounts for uncertain income tax positions using a recognition model under a two-step approach with a more likely-than-not recognition threshold and a measurement approach based on the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Management evaluates each tax position based on the technical merits and facts and circumstances of the position, assuming the position will be examined by a taxing authority having full knowledge of all relevant information. Significant judgment is required to determine whether available information supports the assertion that the recognition threshold has been met. Additionally, measurement of unrecognized tax benefits to be recorded in the consolidated financial statements is based on the probability of different potential outcomes. Income tax expense and tax positions recorded could be significantly affected by events such as additional transactions contemplated or consummated by Entergy as well as audits by taxing authorities of the tax positions taken in transactions. Management believes that the financial statement tax balances are accounted for and adjusted appropriately each quarter as necessary in accordance with applicable authoritative guidance; however, the ultimate outcome of tax matters could result in favorable or unfavorable effects on the consolidated financial statements. Entergy’s income taxes, including unrecognized tax benefits, open audits, and other significant tax matters are discussed in Note 3 to the financial statements.

It is possible that significant changes will be madeSee “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Income Tax Legislation” above and Note 3 to the Internal Revenue Codefinancial statements for discussion of the effects of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Both the U.S. House of Representatives and the Trump administration have advanced proposals. Based on current proposals, a reduction in the statutory rate would be offset by modification or elimination of certain tax deductions. Entergy is monitoring the legislative progress. It is possible that such legislative changes would have a significant effect on the financial position, results of operations, or cash flows of Entergy and the Registrant Subsidiaries.

Qualified Pension and Other Postretirement Benefits

Entergy sponsors qualified, defined benefit pension plans that cover substantially all employees, including cash balance plans and final average pay plans. Additionally, Entergy currently provides other postretirement health care and life insurance benefits for substantially all full-time employees whose most recent date of hire or rehire is before July 1, 2014 and who reach retirement age and meet certain eligibility requirements while still working for Entergy.


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Entergy’s reported costs of providing these benefits, as described in Note 11 to the financial statements, are affected by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate for the Utility and Entergy Wholesale Commodities segments.

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Assumptions

Key actuarial assumptions utilized in determining qualified pension and other postretirement health care and life insurance costs include discount rates, projected healthcare cost rates, expected long-term rate of return on plan assets, rate of increase in future compensation levels, retirement rates, expected timing and form of payments, and mortality rates.

Annually, Entergy reviews and, when necessary, adjusts the assumptions for the pension and other postretirement plans. Every three-to-five years, a formal actuarial assumption experience study that compares assumptions to the actual experience of the pension and other postretirement health care and life insurance plans is conducted. The falling interest rate environment over the past few years and volatility in the financial equity markets have affected Entergy’s funding and reported costs for these benefits.

Discount rates

In selecting an assumed discount rate to calculate benefit obligations, Entergy uses a yield curve based on high-quality corporate debt. Before 2016debt with cash flows matching the discount rates used to estimateexpected plan benefit payments. In estimating the service cost and interest cost components of net periodic benefit costs werecost, Entergy discounts the same as the weighted-average discount rate used to measure the benefit obligation at the beginning of the year. In 2016, Entergy refined its approach to estimating the service cost and interest cost components. Under the refined approach, instead of using the weighted-average benefit obligation discount rate at the beginning of the year, the 2016 service and interest costs’ expected cash flows were discounted by the applicable spot rates. The refinement had the effect of lowering 2016 qualified pension costs by $61 million and 2016 other postretirement health care and life insurance benefit costs by $15 million.

Projected health care cost trend rates

Entergy’s health care cost trend is affected by both medical cost inflation, and with respect to capped costs under the plan, the effects of general inflation. Entergy reviews actual recent cost trends and projected future trends in establishing its health care cost trend rates.
Expected long-term rate of return on plan assets

In determining its expected long-term rate of return on plan assets used in the calculation of benefit plan costs, Entergy reviews past performance, current and expected future asset allocations, and capital market assumptions of its investment consultant and some of its investment managers. Entergy conducts periodic asset/liability studies in order to set its target asset allocations.
Since 2003,
In 2017, Entergy has targeted an asset allocation forconfirmed its qualified pension plan assets of roughly 65% equity securities and 35% fixed-income securities.  In 2011, Entergy adopted a liability drivenliability-driven investment strategy for its pension assets, which recommended that the target asset allocation adjust dynamically over time, based on the funded status of the plan, from its current allocation to an ultimate allocation of 45%35% equity securities and 55%65% fixed income securities. The ultimate asset allocation is expected to be attained when the plan is 105% funded. The target pension asset allocation for 2018 was 58% equity and 42% fixed income securities.

The current target allocations for both Entergy’s non-taxable other postretirement assets and its taxable other postretirement assets are 65% equity securities and 35% fixed-income securities. During the first quarterIn 2017, Entergy will be implementingimplemented a new asset allocation strategy which will result infor its non-taxable and taxable other postretirement assets, based on the funded status of each sub-account within each trust. The new strategy no longer focuses on targeting an overall shift to moreasset allocation for each trust, but rather a target asset allocation for each sub-account within each trust that adjusts dynamically based on the funded status. The 2018 weighted average target postretirement asset allocation is 45% equity and 55% fixed income in the non-taxable trusts and no material changes in asset allocationsecurities. See Note 11 to the taxable trust.financial statements for discussion of the current asset allocations for Entergy’s pension and other postretirement assets.


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Retirement and mortality rates

In December 2016 the Internal Revenue Service issued proposed mortality regulations for single employer plans for determining cash contribution requirements, as established by the Employee Retirement Income Security Act of 1974, as amended and the Internal Revenue Code of 1986, as amended. The proposed regulations would be effective for plan years beginning on or after January 1, 2018, and, as such, have no impact on 2017 plan year minimum required contributions. The proposed regulations are generally anticipated to increase the 2018 minimum funding target liability for most pension plans by about 4% to 8%. The new mortality tables were adopted for accounting in 2014.

Costs and Sensitivities

The estimated 20172019 and actual 20162018 qualified pension and other postretirement costs and related underlying assumptions and sensitivities are shown below:
Costs Estimated 2017 2016 Estimated 2019 2018
 (In Millions) (In Millions)
Qualified pension cost $214 $215 $248.4 $255.6
Other postretirement cost $26 $20
Other postretirement (income)/cost   ($5.6) $13.1
  
Assumptions 2017 2016 2019 2018
Discount rates  
Qualified pension  
Service cost 4.75% 5.00% 4.57% 3.89%
Interest cost 3.73% 3.90% 4.15% 3.44%
Other postretirement  
Service cost 4.60% 4.92% 4.62% 3.88%
Interest cost 3.61% 3.78% 4.01% 3.33%
  
Expected long-term rates of return  
Qualified pension assets 7.50% 7.75% 7.25% 7.50%
Other postretirement - non-taxable assets 6.50% - 6.90% 7.75% 6.50% - 7.25% 6.50% - 7.50%
Other postretirement - taxable assets 5.75% 6.00%
Other postretirement - taxable assets - after tax rate 5.50% 5.50%
  
Weighted-average rate of future compensation 3.98% 4.23% 3.98% 3.98%
  
Assumed health care cost trend rates  
Pre-65 retirees 6.55% 6.75% 6.59% 6.95%
Post-65 retirees 7.25% 7.55% 7.15% 7.25%
Ultimate rate 4.75% 4.75% 4.75% 4.75%
Year ultimate rate is reached and beyond 2026 2024 
Pre-65 retirees 2027 2027
Post-65 retirees 2026 2027

Actual asset returns have an effect on Entergy’s qualified pension and other postretirement costs. In 2016,2018, Entergy’s actual average annual return on qualified pension assets was approximately 8.80%(5%) and for other postretirement assets was approximately 7.20%(4%), as compared with the 20162018 expected long-term rates of return discussed above. For 2017, Entergy decreased its expected long-term rate of return assumptions, to take into account changes in capital market assumptions and results of asset allocation studies.


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The following chart reflects the sensitivity of qualified pension cost and qualified pension projected benefit obligation to changes in certain actuarial assumptions (dollars in millions):
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Qualified Projected Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
 Increase/(Decrease) Increase/(Decrease)
Discount rate (0.25%) 
$24
 
$235
 (0.25%) $21 $210
Rate of return on plan assets (0.25%) 
$14
 $-
 (0.25%) $14 $—
Rate of increase in compensation 0.25% 
$6
 
$33
 0.25% $7 $34


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The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in millions):
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
 Increase/(Decrease) Increase/(Decrease)
Discount rate (0.25%) 
$4
 
$50
 (0.25%) $2 $37
Health care cost trend 0.25% 
$6
 
$41
 0.25% $3 $29

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

Accounting Mechanisms

In accordance with pension accounting standards, Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into expense only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees. Additionally, accounting standards allow for the deferral of prior service costs/credits arising from plan amendments that attribute an increase or decrease in benefits to employee service in prior periods. Prior service costs/credits are then amortized into expense over the average future working life of active employees. Certain decisions, including workforce reductions, plan amendments, and plant shutdowns may significantly reduce the expense amortization period and result in immediate recognition of certain previously-deferred costs and gains/losses in the form of curtailment gains or losses. Similarly, payments made to settle benefit obligations, including lump sum benefit payments, can also result in recognition in the form of settlement losses or gains.

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

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

Funding

Entergy’s pension funding in 20162018 was $390$383.5 million. Entergy estimates pension contributions will be approximately $409$176.9 million in 2017;2019; although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.


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2019.

Minimum required funding calculations as determined under Pension Protection Act guidance are performed annually as of January 1 of each year and are based on measurements of the assets and funding liabilities as measured at that date. Any excess of the funding liability over the calculated fair market value of assets results in a funding shortfall that, under the Pension Protection Act, must be funded over a seven-year rolling period. The Pension Protection Act also imposes certain plan limitations if the funded percentage, which is based on calculated fair market values of assets divided by funding liabilities, does not meet certain thresholds. For funding purposes, asset gains and losses are smoothed in to the calculated fair market value of assets and theassets. The funding liability is based upon a weighted average 24-month corporate bond rate published by the U.S. Treasury; therefore, periodicTreasury which is generally subject to a corridor of the 25-year average of prior segment rates. Periodic changes in asset returns and interest rates can affect funding shortfalls and future cash contributions.

Moving Ahead for Progress in the 21st Century Act (MAP-21) became federal law in July 2012.  Under the law, the segment rates used
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Entergy contributed $43.8 million to calculate funding liabilities must be within a corridor of the 25-year average of prior segment rates.  The interest rate corridor applies to the determination of minimum funding requirements and benefit restrictions.  These pension funding stabilization provisions will provide for a near-term reduction in minimum funding requirements for single employer defined benefitits postretirement plans in response2018 and plans to the historically low interest rates that existed when the law was enacted.  The law did not reduce contribution requirements over the long term. The interest rate stabilization periods of MAP-21 were extended by the Highway and Transportation Funding Actcontribute $47.6 million in 2014 and the Bipartisan Budget Act in 2015.

Federal Healthcare Legislation

In 2010 the Patient Protection and Affordable Care Act (PPACA), as amended, imposed a 40% excise tax on per capita medical benefit costs that exceed certain thresholds. The excise tax is due to take effect in 2018.  There are many technical issues, however, that have not been finalized.  In 2017, under the new Presidential administration, the PPACA is expected to be further amended or repealed and replaced. Entergy will continue to monitor developments to determine the possible effect on Entergy.2019.

Other Contingencies

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

Environmental

Entergy must comply with environmental laws and regulations applicable to air emissions, water discharges, solid andwaste (including coal combustion residuals), hazardous waste, toxic substances, protected species, and other environmental matters. Under these various laws and regulations, Entergy could incur substantial costs to comply or address any impacts to the environment. Entergy conducts studies to determine the extent of any required remediation and has recorded liabilities based upon its evaluation of the likelihood of loss and expected dollar amount for each issue. Additional sites or issues could be identified which require environmental remediation or corrective action for which Entergy could be liable. The amounts of environmental liabilities recorded can be significantly affected by the following external events or conditions.

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

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Litigation

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

New Accounting Pronouncements
 
In May 2014See Note 1 to 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 transferfinancial statements for discussion 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. With FASB issuance of ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2014-09 is effective for Entergy for the first quarter 2018. Entergy is evaluating its transition approach (which will either be a full retrospective or a modified retrospective transition method) and the effects of the new guidance, most significantly on its accounting for contributions in aid of construction. Entergy’s evaluation of ASU 2014-09 has not identified any effects that it expects will affect materially its results of operations, financial position, or cash flows. Entergy will continue to monitor, however, the development of industry specific application guidance that could have an effect on this assessment.pronouncements.

In January 2016 the FASB issued ASU No. 2016-01 “Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The ASU requires investments in equity securities, excluding those accounted for under the equity method or resulting in consolidation of the investee, to be measured at fair value with changes recognized in net income. The ASU requires a qualitative assessment to identify impairments of investments in equity securities that do not have a readily determinable fair value. ASU 2016-01 is effective for Entergy for the first quarter 2018. Entergy expects that ASU 2016-01 will affect its results of operations by requiring unrealized gains and losses on investments in equity securities held by the nuclear decommissioning trust funds to be recorded in earnings rather than in other comprehensive income. In accordance with the regulatory treatment of the decommissioning trust funds of Entergy Arkansas, Entergy Louisiana, and System Energy, an offsetting amount of unrealized gains/losses will continue to be recorded in other regulatory liabilities/assets. Entergy is evaluating the ASU for other effects on the results of operations, financial position, and cash flows.    

In February 2016 the FASB issued ASU No. 2016-02, “Leases (Topic 842).”  The ASU’s core principle is that “a lessee should recognize the assets and liabilities that arise from leases.” The ASU considers that “all leases create an asset and a liability,” and accordingly requires recording the assets and liabilities related to all leases with a term greater than 12 months.  ASU 2016-02 is effective for Entergy for the first quarter 2019, with early adoption permitted.  Entergy expects that ASU 2016-02 will affect its financial position by increasing the assets and liabilities recorded relating to its operating leases.  Entergy is evaluating ASU 2016-02 for other effects on its results of operations, financial position, and cash flows, as well as the potential to early adopt the ASU.

In March 2016 the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The ASU seeks to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The statement is effective beginning in 2017 and Entergy will prospectively recognize all income tax effects related to share-based payments through the income statement.  Entergy expects to record approximately $12 million in income tax expense in the first quarter of 2017 related to implementing ASU 2016-09.


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In June 2016 the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU requires entities to record a valuation allowance on financial instruments recorded at amortized cost or classified as available-for-sale debt securities for the total credit losses expected over the life of the instrument. Increases and decreases in the valuation allowance will be recognized immediately in earnings. ASU 2016-13 is effective for Entergy for the first quarter 2020. Entergy is evaluating ASU 2016-13 for the expected effects on its results of operations, financial position, and cash flows.

In October 2016 the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The ASU requires entities to recognize the income tax consequences of intra-entity asset transfers, other than inventory, at the time the transfer occurs. ASU 2016-16 is effective for Entergy for the first quarter 2018 and will affect its statement of financial position by requiring recognition of deferred tax assets or liabilities arising from intra-entity asset transfers. Entergy is evaluating ASU 2016-16 for other effects on its results of operations, financial position, and cash flows.


ENTERGY CORPORATION AND SUBSIDIARIES
REPORT OF MANAGEMENT

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

Entergy management assesses the design and effectiveness of Entergy’s internal control over financial reporting on an annual basis. In making this assessment, management uses the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. The 2013 COSO Framework was utilized for management’s assessment. Management acknowledges, however, that all internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance with respect to financial statement preparation and presentation.

Entergy Corporation’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the effectiveness of Entergy Corporation’s internal control over financial reporting as of December 31, 2016.2018.

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

Based on management’s assessment of internal controls using the 2013 COSO criteria, management believes that Entergy and each of the Registrant Subsidiaries maintained effective internal control over financial reporting as of December 31, 2016.2018. Management further believes that this assessment, combined with the policies and procedures noted above, provides reasonable assurance that Entergy’s and each of the Registrant Subsidiaries’ financial statements are fairly and accurately presented in accordance with generally accepted accounting principles.

LEO P. DENAULT
Chairman of the Board and Chief Executive Officer of Entergy Corporation
ANDREW S. MARSH
Executive Vice President and Chief Financial Officer of Entergy Corporation, Entergy Arkansas, Inc.,LLC, Entergy Louisiana, LLC, Entergy Mississippi, Inc.,LLC, Entergy New Orleans, Inc.,LLC, Entergy Texas, Inc., and System Energy Resources, Inc.
 
RICHARD C. RILEYLAURA R. LANDREAUX
ChairmanChair of the Board, President, and Chief Executive Officer of Entergy Arkansas, Inc.LLC
 
PHILLIP R. MAY, JR.
Chairman of the Board, President, and Chief Executive Officer of Entergy Louisiana, LLC

HALEY R. FISACKERLY
Chairman of the Board, President, and Chief Executive Officer of Entergy Mississippi, Inc.LLC
 
CHARLES L. RICE, JR.DAVID D. ELLIS
Chairman of the Board, President, and Chief Executive Officer of Entergy New Orleans, Inc.LLC
 
SALLIE T. RAINER
Chair of the Board, President, and Chief Executive Officer of Entergy Texas, Inc.
 
THEODORE H. BUNTING, JR.RODERICK K. WEST
Chairman of the Board, President, and Chief Executive Officer of System Energy Resources, Inc.

ENTERGY CORPORATION AND SUBSIDIARIESSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
2016
2015
2014
2013
20122018
2017
2016
2015
2014
(In Thousands, Except Percentages and Per Share Amounts)(In Thousands, Except Percentages and Per Share Amounts)
                  
Operating revenues
$10,845,645


$11,513,251
 
$12,494,921
 
$11,390,947


$10,302,079

$11,009,452


$11,074,481
 
$10,845,645
 
$11,513,251


$12,494,921
Net income (loss)
($564,503)

($156,734) 
$960,257
 
$730,572


$868,363

$862,555


$425,353
 
($564,503) 
($156,734)

$960,257
Earnings (loss) per share: 
     

 
 
     

 
Basic
($3.26)

($0.99) 
$5.24
 
$3.99


$4.77

$4.68


$2.29
 
($3.26) 
($0.99)

$5.24
Diluted
($3.26)

($0.99) 
$5.22
 
$3.99


$4.76

$4.63


$2.28
 
($3.26) 
($0.99)

$5.22
Dividends declared per share
$3.42


$3.34
 
$3.32
 
$3.32


$3.32

$3.58


$3.50
 
$3.42
 
$3.34


$3.32
Return on common equity(6.73%)
(1.83%) 9.58% 7.56%
9.33%10.08%
5.12% (6.73%) (1.83%)
9.58%
Book value per share, year-end
$45.12


$51.89
 
$55.83
 
$54.00


$51.72

$46.78


$44.28
 
$45.12
 
$51.89


$55.83
Total assets
$45,904,434


$44,647,681
 
$46,414,455
 
$43,290,290


$43,087,339

$48,275,066


$46,707,149
 
$45,904,434
 
$44,647,681


$46,414,455
Long-term obligations (a)
$14,695,422


$13,456,742
 
$12,627,180
 
$12,265,971


$12,026,207

$15,758,083


$14,535,077
 
$14,695,422
 
$13,456,742


$12,627,180

(a) Includes long-term debt (excluding currently maturing debt), non-current capital lease obligations, and subsidiary preferred stock without sinking fund that is not presented as equity on the balance sheet.
2016
2015
2014
2013
20122018
2017
2016
2015
2014
(Dollars In Millions)(Dollars In Millions)
                  
Utility electric operating revenues: 

 

 

 

 
 

 

 

 

 
Residential
$3,288


$3,518


$3,555


$3,396


$3,022

$3,566


$3,355


$3,288


$3,518


$3,555
Commercial2,362

2,516

2,553

2,415

2,174
2,426

2,480

2,362

2,516

2,553
Industrial2,327

2,462

2,623

2,405

2,034
2,499

2,584

2,327

2,462

2,623
Governmental217

223

227

218

198
226

231

217

223

227
Total retail8,194

8,719

8,958

8,434

7,428
8,717

8,650

8,194

8,719

8,958
Sales for resale236

249

330

210

179
300

253

236

249

330
Other437

341

304

298

264
367

376

437

341

304
Total
$8,867


$9,309


$9,592


$8,942


$7,871

$9,384


$9,279


$8,867


$9,309


$9,592
                  
Utility billed electric energy sales (GWh):




 

 

 





 

 

 
Residential35,112

36,068

35,932

35,169

34,664
37,107

33,834

35,112

36,068

35,932
Commercial29,197

29,348

28,827

28,547

28,724
29,426

28,745

29,197

29,348

28,827
Industrial45,739

44,382

43,723

41,653

41,181
48,384

47,769

45,739

44,382

43,723
Governmental2,547

2,514

2,428

2,412

2,435
2,581

2,511

2,547

2,514

2,428
Total retail112,595

112,312

110,910

107,781

107,004
117,498

112,859

112,595

112,312

110,910
Sales for resale11,054

9,274

9,462

3,020

3,200
11,715

11,550

11,054

9,274

9,462
Total123,649

121,586

120,372

110,801

110,204
129,213

124,409

123,649

121,586

120,372
                  
Entergy Wholesale Commodities: 

 

 

 

 
 

 

 

 

 
Operating revenues
$1,850
 
$2,062
 
$2,719
 
$2,313
 
$2,326

$1,469
 
$1,657
 
$1,850
 
$2,062
 
$2,719
Billed electric energy sales (GWh)35,881
 39,745
 44,424
 45,127
 46,178
29,875
 30,501
 35,881
 39,745
 44,424



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and Board of Directors and Shareholders of
Entergy Corporation and Subsidiaries
New Orleans, Louisiana

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Corporation and Subsidiaries (the “Corporation”) as of December 31, 20162018 and 2015, and2017, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended December 31, 2016. These financial statements are2018, and the responsibility ofrelated notes (collectively referred to as the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidatedthe financial statements present fairly, in all material respects, the financial position of Entergythe Corporation and Subsidiaries as of December 31, 20162018 and 2015,2017, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2016,2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2016,2018, based on the criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 201726, 2019, expressed an unqualified opinion on the Corporation’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
   
  For the Years Ended December 31,
  2016 2015 2014
  
  (In Thousands, Except Share Data)
OPERATING REVENUES      
Electric 
$8,866,659
 
$9,308,678
 
$9,591,902
Natural gas 129,348
 142,746
 181,794
Competitive businesses 1,849,638
 2,061,827
 2,721,225
TOTAL 10,845,645
 11,513,251
 12,494,921
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 1,809,200
 2,452,171
 2,632,558
Purchased power 1,220,527
 1,390,805
 1,915,414
Nuclear refueling outage expenses 208,678
 251,316
 267,679
Other operation and maintenance 3,296,711
 3,354,981
 3,310,536
Asset write-offs, impairments, and related charges 2,835,637
 2,104,906
 179,752
Decommissioning 327,425
 280,272
 272,621
Taxes other than income taxes 592,502
 619,422
 604,606
Depreciation and amortization 1,347,187
 1,337,276
 1,318,638
Other regulatory charges (credits) - net 94,243
 175,304
 (13,772)
TOTAL 11,732,110
 11,966,453
 10,488,032
       
Gain on sale of asset 
 154,037
 
       
OPERATING INCOME (LOSS) (886,465) (299,165) 2,006,889
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 67,563
 51,908
 64,802
Interest and investment income 145,127
 187,062
 147,686
Miscellaneous - net (41,617) (95,997) (42,016)
TOTAL 171,073
 142,973
 170,472
       
INTEREST EXPENSE  
  
  
Interest expense 700,545
 670,096
 661,083
Allowance for borrowed funds used during construction (34,175) (26,627) (33,576)
TOTAL 666,370
 643,469
 627,507
       
INCOME (LOSS) BEFORE INCOME TAXES (1,381,762) (799,661) 1,549,854
       
Income taxes (817,259) (642,927) 589,597
       
CONSOLIDATED NET INCOME (LOSS) (564,503) (156,734) 960,257
       
Preferred dividend requirements of subsidiaries 19,115
 19,828
 19,536
       
NET INCOME (LOSS) ATTRIBUTABLE TO ENTERGY CORPORATION 
($583,618) 
($176,562) 
$940,721
       
Earnings (loss) per average common share:  
  
  
Basic 
($3.26) 
($0.99) 
$5.24
Diluted 
($3.26) 
($0.99) 
$5.22
       
Basic average number of common shares outstanding 178,885,660
 179,176,356
 179,506,151
Diluted average number of common shares outstanding 178,885,660
 179,176,356
 180,296,885
       
See Notes to Financial Statements.  
  
  

(Page left blank intentionally)

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  
 For the Years Ended December 31,
 2016 2015 2014
 (In Thousands)
      
Net Income (Loss)
($564,503) 
($156,734) 
$960,257
      
Other comprehensive income (loss) 
  
  
Cash flow hedges net unrealized gain (loss) 
  
  
(net of tax expense (benefit) of ($55,298), $3,752, and $96,141)(101,977) 7,852
 179,895
Pension and other postretirement liabilities 
  
  
(net of tax expense (benefit) of ($3,952), $61,576, and ($152,763))(2,842) 103,185
 (281,566)
Net unrealized investment gains (losses) 
  
  
(net of tax expense (benefit) of $57,277, ($45,904), and $66,594)62,177
 (59,138) 89,439
Foreign currency translation 
  
  
(net of tax benefit of $689, $345, and $404)(1,280) (641) (751)
Other comprehensive income (loss)(43,922) 51,258
 (12,983)
      
Comprehensive Income (Loss)(608,425) (105,476) 947,274
Preferred dividend requirements of subsidiaries19,115
 19,828
 19,536
Comprehensive Income (Loss) Attributable to Entergy Corporation
($627,540) 
($125,304) 
$927,738
      
See Notes to Financial Statements. 
  
  
We have served as the Corporation’s auditor since 2001.


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
       
OPERATING ACTIVITIES      
Consolidated net income (loss) 
($564,503) 
($156,734) 
$960,257
Adjustments to reconcile consolidated net income (loss) to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 2,123,291
 2,117,236
 2,127,892
Deferred income taxes, investment tax credits, and non-current taxes accrued (836,257) (820,350) 596,935
Asset write-offs, impairments, and related charges 2,835,637
 2,104,906
 123,527
Gain on sale of asset 
 (154,037) 
Changes in working capital:  
  
  
Receivables (96,975) 38,152
 98,493
Fuel inventory 38,210
 (12,376) 3,524
Accounts payable 174,421
 (135,211) (12,996)
Prepaid taxes and taxes accrued (28,963) 81,969
 (62,985)
Interest accrued (7,335) (11,445) 25,013
Deferred fuel costs (241,896) 298,725
 (70,691)
Other working capital accounts 31,197
 (113,701) 112,390
Changes in provisions for estimated losses 20,905
 42,566
 301,871
Changes in other regulatory assets (48,469) 262,317
 (1,061,537)
Changes in other regulatory liabilities 158,031
 61,241
 87,654
Changes in pensions and other postretirement liabilities (136,919) (446,418) 1,308,166
Other (421,676) 134,344
 (647,952)
Net cash flow provided by operating activities 2,998,699
 3,291,184
 3,889,561
       
INVESTING ACTIVITIES  
  
  
Construction/capital expenditures (2,780,222) (2,500,860) (2,119,191)
Allowance for equity funds used during construction 68,345
 53,635
 68,375
Nuclear fuel purchases (314,706) (493,604) (537,548)
Payment for purchase of plant (949,329) 
 
Proceeds from sale of assets 
 487,406
 10,100
Insurance proceeds received for property damages 20,968
 24,399
 40,670
Changes in securitization account 4,007
 (5,806) 1,511
NYPA value sharing payment 
 (70,790) (72,000)
Payments to storm reserve escrow account (1,544) (69,163) (276,057)
Receipts from storm reserve escrow account 
 5,916
 
Decrease in other investments 9,055
 571
 46,983
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 169,085
 18,296
 
Proceeds from nuclear decommissioning trust fund sales 2,408,920
 2,492,176
 1,872,115
Investment in nuclear decommissioning trust funds (2,484,627) (2,550,958) (1,989,446)
Net cash flow used in investing activities (3,850,048) (2,608,782) (2,954,488)
       
See Notes to Financial Statements.  
  
  
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
   
  For the Years Ended December 31,
  2018 2017 2016
  
  (In Thousands, Except Share Data)
OPERATING REVENUES      
Electric 
$9,384,111
 
$9,278,895
 
$8,866,659
Natural gas 156,436
 138,856
 129,348
Competitive businesses 1,468,905
 1,656,730
 1,849,638
TOTAL 11,009,452
 11,074,481
 10,845,645
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 2,147,793
 1,991,589
 1,809,200
Purchased power 1,658,799
 1,427,950
 1,220,527
Nuclear refueling outage expenses 153,826
 168,151
 208,678
Other operation and maintenance 3,346,397
 3,306,694
 3,225,477
Asset write-offs, impairments, and related charges 532,321
 538,372
 2,835,637
Decommissioning 388,508
 405,685
 327,425
Taxes other than income taxes 641,952
 617,556
 592,502
Depreciation and amortization 1,369,442
 1,389,978
 1,347,187
Other regulatory charges (credits) - net 301,049
 (131,901) 94,243
TOTAL 10,540,087
 9,714,074
 11,660,876
       
OPERATING INCOME (LOSS) 469,365
 1,360,407
 (815,231)
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 129,602
 95,088
 67,563
Interest and investment income 63,864
 288,197
 145,127
Miscellaneous - net (129,754) (113,426) (112,851)
TOTAL 63,712
 269,859
 99,839
       
INTEREST EXPENSE  
  
  
Interest expense 768,322
 707,212
 700,545
Allowance for borrowed funds used during construction (60,974) (44,869) (34,175)
TOTAL 707,348
 662,343
 666,370
       
INCOME (LOSS) BEFORE INCOME TAXES (174,271) 967,923
 (1,381,762)
       
Income taxes (1,036,826) 542,570
 (817,259)
       
CONSOLIDATED NET INCOME (LOSS) 862,555
 425,353
 (564,503)
       
Preferred dividend requirements of subsidiaries 13,894
 13,741
 19,115
       
NET INCOME (LOSS) ATTRIBUTABLE TO ENTERGY CORPORATION 
$848,661
 
$411,612
 
($583,618)
       
Earnings (loss) per average common share:  
  
  
Basic 
$4.68
 
$2.29
 
($3.26)
Diluted 
$4.63
 
$2.28
 
($3.26)
       
Basic average number of common shares outstanding 181,409,597
 179,671,797
 178,885,660
Diluted average number of common shares outstanding 183,378,513
 180,535,893
 178,885,660
       
See Notes to Financial Statements.  
  
  

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
       
FINANCING ACTIVITIES      
Proceeds from the issuance of:      
Long-term debt 6,800,558
 3,502,189
 3,100,069
Preferred stock of subsidiary 
 107,426
 
Treasury stock 33,114
 24,366
 194,866
Retirement of long-term debt (5,311,324) (3,461,518) (2,323,313)
Repurchase of common stock 
 (99,807) (183,271)
Repurchase / redemptions of preferred stock (115,283) (94,285) 
Changes in credit borrowings and commercial paper - net (79,337) (104,047) (448,475)
Other (6,872) (9,136) 23,579
Dividends paid:  
  
  
Common stock (611,835) (598,897) (596,117)
Preferred stock (20,789) (19,758) (19,511)
Net cash flow provided by (used in) financing activities 688,232
 (753,467) (252,173)
       
       
Net increase (decrease) in cash and cash equivalents (163,117) (71,065) 682,900
       
Cash and cash equivalents at beginning of period 1,350,961
 1,422,026
 739,126
       
Cash and cash equivalents at end of period 
$1,187,844
 
$1,350,961
 
$1,422,026
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid during the period for:  
  
  
Interest - net of amount capitalized 
$746,779
 
$663,630
 
$611,376
Income taxes 
$95,317
 
$103,589
 
$77,799
       
See Notes to Financial Statements.  
  
  
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  
 For the Years Ended December 31,
 2018 2017 2016
 (In Thousands)
      
Net Income (Loss)
$862,555
 
$425,353
 
($564,503)
      
Other comprehensive income (loss) 
  
  
Cash flow hedges net unrealized gain (loss) 
  
  
(net of tax expense (benefit) of $5,830, ($22,570), and ($55,298))22,098
 (41,470) (101,977)
Pension and other postretirement liabilities 
  
  
(net of tax expense (benefit) of $30,299, ($4,057), and ($3,952))90,143
 (61,653) (2,842)
Net unrealized investment gains (losses) 
  
  
(net of tax expense of $6,393, $80,069, and $57,277)(28,771) 115,311
 62,177
Foreign currency translation 
  
  
(net of tax benefit of $-, $403, and $689)
 (748) (1,280)
Other comprehensive income (loss)83,470
 11,440
 (43,922)
      
Comprehensive Income (Loss)946,025
 436,793
 (608,425)
Preferred dividend requirements of subsidiaries13,894
 13,741
 19,115
Comprehensive Income (Loss) Attributable to Entergy Corporation
$932,131
 
$423,052
 
($627,540)
      
See Notes to Financial Statements. 
  
  


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$129,579
 
$63,497
Temporary cash investments 1,058,265
 1,287,464
Total cash and cash equivalents 1,187,844
 1,350,961
Accounts receivable:  
  
Customer 654,995
 608,491
Allowance for doubtful accounts (11,924) (39,895)
Other 158,419
 178,364
Accrued unbilled revenues 368,677
 321,940
Total accounts receivable 1,170,167
 1,068,900
Deferred fuel costs 108,465
 
Fuel inventory - at average cost 179,600
 217,810
Materials and supplies - at average cost 698,523
 873,357
Deferred nuclear refueling outage costs 146,221
 211,512
Prepayments and other 193,448
 344,872
TOTAL 3,684,268
 4,067,412
     
OTHER PROPERTY AND INVESTMENTS  
  
Investment in affiliates - at equity 198
 4,341
Decommissioning trust funds 5,723,897
 5,349,953
Non-utility property - at cost (less accumulated depreciation) 233,641
 219,999
Other 469,664
 468,704
TOTAL 6,427,400
 6,042,997
     
PROPERTY, PLANT, AND EQUIPMENT  
  
Electric 45,191,216
 44,467,159
Property under capital lease 619,527
 952,465
Natural gas 413,224
 392,032
Construction work in progress 1,378,180
 1,456,735
Nuclear fuel 1,037,899
 1,345,422
TOTAL PROPERTY, PLANT AND EQUIPMENT 48,640,046
 48,613,813
Less - accumulated depreciation and amortization 20,718,639
 20,789,452
PROPERTY, PLANT AND EQUIPMENT - NET 27,921,407
 27,824,361
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Regulatory asset for income taxes - net 761,280
 775,528
Other regulatory assets (includes securitization property of $600,996 as of December 31, 2016 and $714,044 as of December 31, 2015) 4,769,913
 4,704,796
Deferred fuel costs 239,100
 238,902
Goodwill 377,172
 377,172
Accumulated deferred income taxes 117,885
 54,903
Other 1,606,009
 561,610
TOTAL 7,871,359
 6,712,911
     
TOTAL ASSETS 
$45,904,434
 
$44,647,681
     
See Notes to Financial Statements.  
  
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING ACTIVITIES      
Consolidated net income (loss) 
$862,555
 
$425,353
 
($564,503)
Adjustments to reconcile consolidated net income (loss) to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 2,040,555
 2,078,578
 2,123,291
Deferred income taxes, investment tax credits, and non-current taxes accrued (256,848) 529,053
 (836,257)
Asset write-offs, impairments, and related charges 491,739
 357,251
 2,835,637
Changes in working capital:  
  
  
Receivables 98,546
 (97,637) (96,975)
Fuel inventory 45,839
 (3,043) 38,210
Accounts payable 97,312
 101,802
 174,421
Prepaid taxes and taxes accrued 39,272
 33,853
 (28,963)
Interest accrued 5,220
 742
 (7,335)
Deferred fuel costs (25,829) 56,290
 (241,896)
Other working capital accounts (164,173) (4,331) 31,197
Changes in provisions for estimated losses 35,706
 (3,279) 20,905
Changes in other regulatory assets 189,193
 595,504
 (48,469)
Changes in other regulatory liabilities (803,323) 2,915,795
 158,031
Deferred tax rate change recognized as regulatory liability / asset 
 (3,665,498) 
Changes in pensions and other postretirement liabilities (304,941) (130,686) (136,919)
Other 34,424
 (566,247) (421,676)
Net cash flow provided by operating activities 2,385,247
 2,623,500
 2,998,699
       
INVESTING ACTIVITIES  
  
  
Construction/capital expenditures (3,942,010) (3,607,532) (2,780,222)
Allowance for equity funds used during construction 130,195
 96,000
 68,345
Nuclear fuel purchases (302,584) (377,324) (314,706)
Payment for purchase of plant or assets (26,623) (16,762) (949,329)
Proceeds from sale of assets 24,902
 100,000
 
Insurance proceeds received for property damages 18,270
 26,157
 20,968
Changes in securitization account (5,844) 1,323
 4,007
Payments to storm reserve escrow account (6,551) (2,878) (1,544)
Receipts from storm reserve escrow account 
 11,323
 
Decrease (increase) in other investments (54,500) 1,078
 9,055
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 59,643
 25,493
 169,085
Proceeds from nuclear decommissioning trust fund sales 6,484,791
 3,162,747
 2,408,920
Investment in nuclear decommissioning trust funds (6,485,676) (3,260,674) (2,484,627)
Net cash flow used in investing activities (4,105,987) (3,841,049) (3,850,048)
       
See Notes to Financial Statements.  
  
  

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT LIABILITIES    
Currently maturing long-term debt 
$364,900
 
$214,374
Notes payable and commercial paper 415,011
 494,348
Accounts payable 1,285,577
 1,071,798
Customer deposits 403,311
 419,407
Taxes accrued 181,114
 210,077
Interest accrued 187,229
 194,565
Deferred fuel costs 102,753
 235,986
Obligations under capital leases 2,423
 2,709
Pension and other postretirement liabilities 76,942
 62,513
Other 180,836
 184,181
TOTAL 3,200,096
 3,089,958
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 7,495,290
 8,306,865
Accumulated deferred investment tax credits 227,147
 234,300
Obligations under capital leases 24,582
 27,001
Other regulatory liabilities 1,572,929
 1,414,898
Decommissioning and asset retirement cost liabilities 5,992,476
 4,790,187
Accumulated provisions 481,636
 460,727
Pension and other postretirement liabilities 3,036,010
 3,187,357
Long-term debt (includes securitization bonds of $661,175 as of December 31, 2016 and $774,696 as of December 31, 2015) 14,467,655
 13,111,556
Other 1,121,619
 449,856
TOTAL 34,419,344
 31,982,747
     
Commitments and Contingencies 

 

     
Subsidiaries’ preferred stock without sinking fund 203,185
 318,185
     
 COMMON EQUITY  
  
Common stock, $.01 par value, authorized 500,000,000 shares; issued 254,752,788 shares in 2016 and in 2015 2,548
 2,548
Paid-in capital 5,417,245
 5,403,758
Retained earnings 8,195,571
 9,393,913
Accumulated other comprehensive income (loss) (34,971) 8,951
Less - treasury stock, at cost (75,623,363 shares in 2016 and 76,363,763 shares in 2015) 5,498,584
 5,552,379
TOTAL 8,081,809
 9,256,791
     
TOTAL LIABILITIES AND EQUITY 
$45,904,434
 
$44,647,681
     
See Notes to Financial Statements.  
  
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
FINANCING ACTIVITIES      
Proceeds from the issuance of:      
Long-term debt 8,035,536
 1,809,390
 6,800,558
Preferred stock of subsidiary 73,330
 14,399
 
Treasury stock 103,315
 80,729
 33,114
Common stock 499,272
 
 
Retirement of long-term debt (6,965,738) (1,585,681) (5,311,324)
Repurchase / redemptions of preferred stock (53,868) (20,599) (115,283)
Changes in credit borrowings and commercial paper - net 364,031
 1,163,296
 (79,337)
Other 26,453
 (7,731) (6,872)
Dividends paid:  
  
  
Common stock (647,704) (628,885) (611,835)
Preferred stock (14,185) (13,940) (20,789)
Net cash flow provided by financing activities 1,420,442
 810,978
 688,232
       
       
Net decrease in cash and cash equivalents (300,298) (406,571) (163,117)
       
Cash and cash equivalents at beginning of period 781,273
 1,187,844
 1,350,961
       
Cash and cash equivalents at end of period 
$480,975
 
$781,273
 
$1,187,844
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$734,845
 
$678,371
 
$746,779
Income taxes 
$19,825
 
($13,375) 
$95,317
       
See Notes to Financial Statements.  
  
  


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
      
  
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, 2013
$94,000
 
$2,548
 
($5,533,942) 
$5,368,131
 
$9,825,053
 
($29,324) 
$9,726,466
              
Consolidated net income (a)19,536
 
 
 
 940,721
 
 960,257
Other comprehensive loss
 
 
 
 
 (12,983) (12,983)
Common stock repurchases
 
 (183,271) 
 
 
 (183,271)
Common stock issuances related to stock plans
 
 219,687
 7,222
 
 
 226,909
Common stock dividends declared
 
 
 
 (596,117) 
 (596,117)
Preferred dividend requirements of subsidiaries (a)(19,536) 
 
 
 
 
 (19,536)
              
Balance at December 31, 2014
$94,000
 
$2,548
 
($5,497,526) 
$5,375,353
 
$10,169,657
 
($42,307) 
$10,101,725
              
Consolidated net income (loss) (a)19,828
 
 
 
 (176,562) 
 (156,734)
Other comprehensive income
 
 
 
 
 51,258
 51,258
Common stock repurchases
 
 (99,807) 
 
 
 (99,807)
Preferred stock repurchases / redemptions(94,000) 
 
 
 (285) 
 (94,285)
Common stock issuances related to stock plans
 
 44,954
 28,405
 
 
 73,359
Common stock dividends declared
 
 
 
 (598,897) 
 (598,897)
Preferred dividend requirements of subsidiaries (a)(19,828) 
 
 
 
 
 (19,828)
              
Balance at December 31, 2015
$—
 
$2,548
 
($5,552,379) 
$5,403,758
 
$9,393,913
 
$8,951
 
$9,256,791
              
Consolidated net income (loss) (a)19,115
 
 
 
 (583,618) 
 (564,503)
Other comprehensive loss
 
 
 
 
 (43,922) (43,922)
Common stock issuances related to stock plans
 
 53,795
 13,487
 
 
 67,282
Common stock dividends declared
 
 
 
 (611,835) 
 (611,835)
Subsidiaries' capital stock redemptions
 
 
 
 (2,889) 
 (2,889)
Preferred dividend requirements of subsidiaries (a)(19,115) 
 
 
 
 
 (19,115)
              
Balance at December 31, 2016
$—
 
$2,548
 
($5,498,584) 
$5,417,245
 
$8,195,571
 
($34,971) 
$8,081,809
              
See Notes to Financial Statements.  
  
  
  
  
  
(a) Consolidated net income and preferred dividend requirements of subsidiaries include $19.1 million for 2016, $14.9 million for 2015, and $12.9 million for 2014 of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented as equity.
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$56,690
 
$56,629
Temporary cash investments 424,285
 724,644
Total cash and cash equivalents 480,975
 781,273
Accounts receivable:  
  
Customer 558,494
 673,347
Allowance for doubtful accounts (7,322) (13,587)
Other 167,722
 169,377
Accrued unbilled revenues 395,511
 383,813
Total accounts receivable 1,114,405
 1,212,950
Deferred fuel costs 27,251
 95,746
Fuel inventory - at average cost 117,304
 182,643
Materials and supplies - at average cost 752,843
 723,222
Deferred nuclear refueling outage costs 230,960
 133,164
Prepayments and other 234,326
 156,333
TOTAL 2,958,064
 3,285,331
     
OTHER PROPERTY AND INVESTMENTS  
  
Investment in affiliates - at equity 
 198
Decommissioning trust funds 6,920,164
 7,211,993
Non-utility property - at cost (less accumulated depreciation) 304,382
 260,980
Other 437,265
 441,862
TOTAL 7,661,811
 7,915,033
     
PROPERTY, PLANT, AND EQUIPMENT  
  
Electric 49,196,578
 47,287,370
Property under capital lease 634,908
 620,544
Natural gas 496,150
 453,162
Construction work in progress 2,888,639
 1,980,508
Nuclear fuel 861,272
 923,200
TOTAL PROPERTY, PLANT AND EQUIPMENT 54,077,547
 51,264,784
Less - accumulated depreciation and amortization 22,103,101
 21,600,424
PROPERTY, PLANT AND EQUIPMENT - NET 31,974,446
 29,664,360
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $360,790 as of December 31, 2018 and $485,031 as of December 31, 2017) 4,746,496
 4,935,689
Deferred fuel costs 239,496
 239,298
Goodwill 377,172
 377,172
Accumulated deferred income taxes 54,593
 178,204
Other 262,988
 112,062
TOTAL 5,680,745
 5,842,425
     
TOTAL ASSETS 
$48,275,066
 
$46,707,149
     
See Notes to Financial Statements.  
  

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Currently maturing long-term debt 
$650,009
 
$760,007
Notes payable and commercial paper 1,942,339
 1,578,308
Accounts payable 1,496,058
 1,452,216
Customer deposits 411,505
 401,330
Taxes accrued 254,241
 214,967
Interest accrued 193,192
 187,972
Deferred fuel costs 52,396
 146,522
Obligations under capital leases 1,617
 1,502
Pension and other postretirement liabilities 61,240
 71,612
Current portion of unprotected excess accumulated deferred income taxes 248,127
 
Other 132,820
 221,771
TOTAL 5,443,544
 5,036,207
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 4,107,152
 4,466,503
Accumulated deferred investment tax credits 213,101
 219,634
Obligations under capital leases 20,378
 22,015
Regulatory liability for income taxes-net 1,817,021
 2,900,204
Other regulatory liabilities 1,620,254
 1,588,520
Decommissioning and asset retirement cost liabilities 6,355,543
 6,185,814
Accumulated provisions 514,107
 478,273
Pension and other postretirement liabilities 2,616,085
 2,910,654
Long-term debt (includes securitization bonds of $423,858 as of December 31, 2018 and $544,921 as of December 31, 2017) 15,518,303
 14,315,259
Other 985,871
 393,748
TOTAL 33,767,815
 33,480,624
     
Commitments and Contingencies 

 

     
Subsidiaries preferred stock without sinking fund
 219,402
 197,803
     
 COMMON EQUITY  
  
Common stock, $.01 par value, authorized 500,000,000 shares; issued 261,587,009 shares in 2018 and 254,752,788 shares in 2017 2,616
 2,548
Paid-in capital 5,951,431
 5,433,433
Retained earnings 8,721,150
 7,977,702
Accumulated other comprehensive loss (557,173) (23,531)
Less - treasury stock, at cost (72,530,866 shares in 2018 and 74,235,135 shares in 2017) 5,273,719
 5,397,637
TOTAL 8,844,305
 7,992,515
     
TOTAL LIABILITIES AND EQUITY 
$48,275,066
 
$46,707,149
     
See Notes to Financial Statements.  
  


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
      
  
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, 2015
$—
 
$2,548
 
($5,552,379) 
$5,403,758
 
$9,393,913
 
$8,951
 
$9,256,791
              
Consolidated net income (loss)19,115
 
 
 
 (583,618) 
 (564,503)
Other comprehensive loss
 
 
 
 
 (43,922) (43,922)
Common stock issuances related to stock plans
 
 53,795
 13,487
 
 
 67,282
Common stock dividends declared
 
 
 
 (611,835) 
 (611,835)
Subsidiaries' capital stock redemptions
 
 
 
 (2,889) 
 (2,889)
Preferred dividend requirements of subsidiaries(19,115) 
 
 
 
 
 (19,115)
Balance at December 31, 2016
$—
 
$2,548
 
($5,498,584) 
$5,417,245
 
$8,195,571
 
($34,971) 
$8,081,809
              
Consolidated net income13,741
 
 
 
 411,612
 
 425,353
Other comprehensive income
 
 
 
 
 11,440
 11,440
Common stock issuances related to stock plans
 
 100,947
 16,188
 
 
 117,135
Common stock dividends declared
 
 
 
 (628,885) 
 (628,885)
Subsidiaries' capital stock redemptions
 
 
 
 (596) 
 (596)
Preferred dividend requirements of subsidiaries(13,741) 
 
 
 
 
 (13,741)
Balance at December 31, 2017
$—
 
$2,548
 
($5,397,637) 
$5,433,433
 
$7,977,702
 
($23,531) 
$7,992,515
Implementation of accounting standards
 
 
 
 576,257
 (632,617) (56,360)
Balance at January 1, 2018
$—
 
$2,548
 
($5,397,637) 
$5,433,433
 
$8,553,959
 
($656,148) 
$7,936,155
              
Consolidated net income13,894
 
 
 
 848,661
 
 862,555
Other comprehensive income
 
 
 
 
 83,470
 83,470
Settlement of equity forwards through common stock issuance
 68
 
 499,932
 
 
 500,000
Common stock issuance costs
 
 
 (728) 
 
 (728)
Common stock issuances related to stock plans
 
 123,918
 18,794
 
 
 142,712
Common stock dividends declared
 
 
 
 (647,704) 
 (647,704)
Subsidiaries' capital stock redemptions
 
 
 
 (1,723) 
 (1,723)
Preferred dividend requirements of subsidiaries(13,894) 
 
 
 
 
 (13,894)
Reclassification pursuant to ASU 2018-02
 
 
 
 (32,043) 15,505
 (16,538)
Balance at December 31, 2018
$—
 
$2,616
 
($5,273,719) 
$5,951,431
 
$8,721,150
 
($557,173) 
$8,844,305
              
See Notes to Financial Statements.  
  
  
  
  
  

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)
  
The accompanying consolidated financial statements include the accounts of Entergy Corporation and its subsidiaries.  As required by generally accepted accounting principles in the United States of America, all intercompany transactions have been eliminated in the consolidated financial statements.  Entergy’s Registrant Subsidiaries (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy) also include their separate financial statements in this Form 10-K.  The Registrant Subsidiaries and many other Entergy subsidiaries also maintain accounts in accordance with FERC and other regulatory guidelines.  

Use of Estimates in the Preparation of Financial Statements

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

Revenues and Fuel Costs

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy Texas generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, Mississippi, and Texas, respectively.  Entergy Louisiana also distributes natural gas to retail customers in and around Baton Rouge, Louisiana.  Entergy New Orleans sells both electric power and natural gas to retail customers in the City of New Orleans, including Algiers. Prior to October 1, 2015, Entergy Louisiana was the electric power supplier for Algiers.Orleans. The Entergy Wholesale Commodities segment derives almost all of its revenue from sales of electric power generated by plants owned by subsidiaries in that segment.

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

Entergy records revenue fromFor sales under rates implemented subject to refund, lessEntergy reduces revenue by accruing estimated amounts accrued for probable refunds when Entergy believes it is probable that revenues will be refunded to customers based upon the status of the rate proceeding.

See Note 19 to the financial statements for details of Entergy’s and the Registrant Subsidiaries’ revenues.

Entergy’s Utility operating companies’ rate schedules include either fuel adjustment clauses or fixed fuel factors, which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers.  Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. System Energy’s operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy

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Notes to Financial Statements


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

Accounting for MISO transactions

In December 2013, Entergy joined MISO, a regional transmission organization that maintains functional control over the combined transmission systems of its members and manages one of the largest energy markets in the U.S. In the MISO market, Entergy offers its generation and bids its load into the market on an hourly basis. MISO settles these hourly offers and bids based on locational marginal prices, which is pricing for energy at a given location based on a market clearing price that takes into account physical limitations on the transmission system, generation, and demand throughout the MISO region. MISO evaluates the market participants’ energy offers and demand bids to economically and reliably dispatch the entire MISO system. Entergy nets purchases and sales within the MISO market on an hourly basis and reports in operating revenues when in a net selling position and in operating expenses when in a net purchasing position.  

Property, Plant, and Equipment

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

Electric plant includes the portions of Grand Gulf and Waterford 3 that have beenwere sold and leased back.back in prior periods.  For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions. In March 2016, Entergy Louisiana completed the first step in a two-step transaction to purchase the undivided interests in Waterford 3 that were previously being leased by acquiring a beneficial interest in the Waterford 3 leased assets. In February 2017 the leases were terminated and the leased assets transferred to Entergy Louisiana. See Note 10 to the financial statements for further discussion of Entergy Louisiana’s purchase of the Waterford 3 leased assets.

Net property, plant, and equipment for Entergy (including property under capital lease and associated accumulated amortization) by business segment and functional category, as of December 31, 20162018 and 2015,2017, is shown below:
2016 Entergy Utility Entergy Wholesale Commodities Parent & Other
2018 Entergy Utility Entergy Wholesale Commodities Parent & Other
 (In Millions) (In Millions)
Production  
  
  
  
  
  
  
  
Nuclear 
$6,948
 
$6,524
 
$424
 
$—
 
$7,096
 
$6,964
 
$132
 
$—
Other 4,047
 4,000
 47
 
 4,171
 4,069
 102
 
Transmission 5,226
 5,223
 3
 
 6,592
 6,590
 2
 
Distribution 7,648
 7,648
 
 
 8,343
 8,343
 
 
Other 1,636
 1,521
 111
 4
 2,022
 2,011
 2
 9
Construction work in progress 1,378
 1,334
 44
 
 2,889
 2,815
 74
 
Nuclear fuel 1,038
 817
 221
 
 861
 754
 107
 
Property, plant, and equipment - net 
$27,921
 
$27,067
 
$850
 
$4
 
$31,974
 
$31,546
 
$419
 
$9


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Notes to Financial Statements


2015 Entergy Utility Entergy Wholesale Commodities Parent & Other
2017 Entergy Utility Entergy Wholesale Commodities Parent & Other
 (In Millions) (In Millions)
Production  
  
  
  
  
  
  
  
Nuclear 
$8,672
 
$6,606
 
$2,066
 
$—
 
$6,946
 
$6,694
 
$252
 
$—
Other 3,176
 3,127
 49
 
 4,215
 4,118
 97
 
Transmission 4,431
 4,408
 23
 
 5,844
 5,842
 2
 
Distribution 7,207
 7,207
 
 
 8,000
 8,000
 
 
Other 1,536
 1,422
 111
 3
 1,755
 1,748
 3
 4
Construction work in progress 1,457
 1,327
 130
 
 1,981
 1,951
 30
 
Nuclear fuel 1,345
 857
 489
 
 923
 822
 101
 
Property, plant, and equipment - net 
$27,824
 
$24,954
 
$2,868
 
$3
 
$29,664
 
$29,175
 
$485
 
$4

Depreciation rates on average depreciable property for Entergy approximated 2.8% in 2016, 2.9%2018, 3% in 2015,2017, and 2.8% in 2014.2016.  Included in these rates are the depreciation rates on average depreciable Utility property of 2.6% in 2016, 2.7%2018, 2.6% in 2015,2017, and 2.5% 2014,2.6% in 2016, and the depreciation rates on average depreciable Entergy Wholesale Commodities property of 5.2%18.6% in 2016, 5.4%2018, 22.3% in 2015,2017, and 5.5%5.2% in 2014.2016. The increased depreciation rate in 2017 for Entergy Wholesale Commodities reflects the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. The decreased depreciation rate in 2018 for Entergy Wholesale Commodities is due to the decision in the third quarter 2017 to continue operating Palisades until May 31, 2022.

Entergy amortizes nuclear fuel using a units-of-production method.  Nuclear fuel amortization is included in fuel expense in the income statements. Because the value of their long-lived assets are impaired, and their remaining estimated operating lives significantly reduced, the Entergy Wholesale Commodities nuclear plants, except for Palisades, charge nuclear fuel costs directly to expense when incurred because their undiscounted cash flows are insufficient to recover the carrying amount of these capital additions.

“Non-utility property - at cost (less accumulated depreciation)” for Entergy is reported net of accumulated depreciation of $169 million and $164$177 million as of December 31, 20162018 and 2015, respectively.$167 million as of December 31, 2017.

Construction expenditures included in accounts payable is $253$311 million and $234 million atas of December 31, 20162018 and 2015, respectively.$368 million as of December 31, 2017.

Net property, plant, and equipment for the Registrant Subsidiaries (including property under capital lease and associated accumulated amortization) by company and functional category, as of December 31, 20162018 and 2015,2017, is shown below:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Millions)
Production            
Nuclear 
$1,201
 
$3,540
 
$—
 
$—
 
$—
 
$1,783
Other 801
 1,966
 537
 213
 483
 
Transmission 1,491
 1,925
 740
 79
 943
 45
Distribution 2,144
 2,632
 1,242
 414
 1,216
 
Other 216
 517
 201
 188
 106
 25
Construction work in progress 304
 670
 118
 25
 111
 44
Nuclear fuel 307
 250
 
 
 
 260
Property, plant, and equipment - net 
$6,464
 
$11,500
 
$2,838
 
$919
 
$2,859
 
$2,157


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2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Millions) (In Millions)
Production                        
Nuclear 
$1,192
 
$3,611
 
$—
 
$—
 
$—
 
$1,803
 
$1,494
 
$3,725
 
$—
 
$—
 
$—
 
$1,745
Other 597
 1,551
 529
 (13) 463
 
 820
 2,029
 509
 196
 515
 
Transmission 1,223
 1,693
 658
 65
 723
 46
 1,792
 2,571
 1,046
 78
 1,063
 40
Distribution 1,997
 2,488
 1,166
 400
 1,156
 
 2,329
 2,882
 1,342
 471
 1,319
 
Other 179
 483
 199
 184
 104
 17
 311
 699
 242
 233
 193
 39
Construction work in progress 388
 421
 114
 29
 211
 93
 244
 1,865
 128
 147
 325
 70
Nuclear fuel 286
 387
 
 
 
 184
 221
 298
 
 
 
 235
Property, plant, and equipment - net 
$5,862
 
$10,634
 
$2,666
 
$665
 
$2,657
 
$2,143
 
$7,211
 
$14,069
 
$3,267
 
$1,125
 
$3,415
 
$2,129
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Millions)
Production            
Nuclear 
$1,368
 
$3,664
 
$—
 
$—
 
$—
 
$1,660
Other 806
 2,016
 560
 207
 531
 
Transmission 1,650
 2,148
 900
 81
 1,021
 42
Distribution 2,226
 2,748
 1,316
 440
 1,270
 
Other 247
 592
 203
 204
 168
 39
Construction work in progress 281
 1,281
 149
 47
 102
 70
Nuclear fuel 277
 337
 
 
 
 208
Property, plant, and equipment - net 
$6,855
 
$12,786
 
$3,128
 
$979
 
$3,092
 
$2,019

Depreciation rates on average depreciable property for the Registrant Subsidiaries are shown below:
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
20162.5% 2.3% 3.1% 3.4% 2.5% 2.8%
20152.6% 2.3% 3.2% 3.0% 2.6% 2.8%
20142.4% 2.2% 2.6% 3.2% 2.5% 3.0%
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
20182.5% 2.3% 3.2% 3.5% 2.7% 1.9%
20172.5% 2.3% 3.1% 3.5% 2.6% 2.8%
20162.5% 2.3% 3.1% 3.4% 2.5% 2.8%

Non-utility property - at cost (less accumulated depreciation) for Entergy Louisiana is reported net of accumulated depreciation of $154.4 million and $150.1$161.2 million as of December 31, 20162018 and 2015, respectively.$152.3 million as of December 31, 2017. Non-utility property - at cost (less accumulated depreciation) for Entergy Mississippi is reported net of accumulated depreciation of $0.5 million as of December 31, 2018 and $0.5 million as of December 31, 2016 and 2015, respectively.2017.  Non-utility property - at cost (less accumulated depreciation) for Entergy Texas is reported net of accumulated depreciation of $4.9 million as of December 31, 2018 and $4.9 million as of December 31, 2016 and 2015, respectively.2017.

As of December 31, 2016,2018, construction expenditures included in accounts payable are $40.9$35.7 million for Entergy Arkansas, $114.8$104.6 million for Entergy Louisiana, $11.5$13.6 million for Entergy Mississippi, $2.3$5.8 million for Entergy New Orleans, $9.3$55.6 million for Entergy Texas, and $6.2$26.3 million for System Energy. As of December 31, 2015,2017, construction expenditures included in accounts payable are $43$58.8 million for Entergy Arkansas, $68.6$160.4 million for Entergy Louisiana, $11.4$17.1 million for Entergy Mississippi, $1.5$2.5 million for Entergy New Orleans, $33.1$32.8 million for Entergy Texas, and $6.8$33.9 million for System Energy.

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Jointly-Owned Generating Stations

Certain Entergy subsidiaries jointly own electric generating facilities with affiliates or third parties. All parties are required to provide their own financing.  The investments, fuel expenses, and other operation and maintenance expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests.  As of December 31, 2016,2018, the subsidiaries’ investment and accumulated depreciation in each of these generating stations were as follows:




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Generating StationsGenerating Stations Fuel Type Total Megawatt Capability (a) Ownership Investment Accumulated DepreciationGenerating Stations Fuel Type Total Megawatt Capability (a) Ownership Investment Accumulated Depreciation
         (In Millions)        (In Millions)
Utility business:                       
Entergy Arkansas -                       
Independence Unit 1 Coal 839
 31.50% 
$134
 
$103
Unit 1 Coal 810
 31.50% 
$141
 
$103
Independence Common Facilities Coal   15.75% 
$34
 
$27
Common Facilities Coal   15.75% 
$35
 
$28
White Bluff Units 1 and 2 Coal 1,635
 57.00% 
$521
 
$365
Units 1 and 2 Coal 1,637
 57.00% 
$553
 
$368
Ouachita (b) Common Facilities Gas 493
 66.67% 
$172
 
$148
Common Facilities Gas 

 66.67% 
$173
 
$151
Union (c) Units 1 and 2 Common Facilities Gas 

 50.00% 
$1
 
$—
Units 1 and 2 Common Facilities Gas 

 50.00% 
$1
 
$—
Union (c) Common Facilities Gas   25.00% 
$25
 
$1
Common Facilities Gas   25.00% 
$29
 
$4
Entergy Louisiana -        
           
    
Roy S. Nelson Unit 6 Coal 550
 40.25% 
$277
 
$189
Unit 6 Coal 550
 40.25% 
$282
 
$200
Roy S. Nelson Unit 6 Common Facilities Coal   18.65% 
$14
 
$6
Unit 6 Common Facilities Coal   20.83% 
$19
 
$8
Big Cajun 2 Unit 3 Coal 588
 24.15% 
$150
 
$113
Unit 3 Coal 581
 24.15% 
$151
 
$120
Big Cajun 2 Unit 3 Common Facilities Coal   8.05% 
$5
 
$2
Unit 3 Common Facilities Coal   8.05% 
$5
 
$2
Ouachita (b) Common Facilities Gas 248
 33.33% 
$90
 
$75
Common Facilities Gas 

 33.33% 
$90
 
$76
Acadia Common Facilities Gas 557
 50.00% 
$19
 
$—
Common Facilities Gas 

 50.00% 
$20
 
$1
Union (c) Common Facilities Gas   50.00% 
$50
 
$1
Common Facilities Gas   50.00% 
$57
 
$5
Entergy Mississippi -        
           
    
Independence Units 1 and 2 and Common Facilities Coal 1,681
 25.00% 
$257
 
$155
Units 1 and 2 and Common Facilities Coal 1,652
 25.00% 
$270
 
$158
Entergy New Orleans -                
Union (c) Units 1 and 2 Common Facilities Gas 

 50.00% 
$1
 
$—
Units 1 and 2 Common Facilities Gas 

 50.00% 
$1
 
$—
Union (c) Common Facilities Gas   25.00% 
$25
 
$1
Common Facilities Gas   25.00% 
$29
 
$4
Entergy Texas -        
           
    
Roy S. Nelson Unit 6 Coal 550
 29.75% 
$198
 
$113
Unit 6 Coal 550
 29.75% 
$201
 
$116
Roy S. Nelson Unit 6 Common Facilities Coal   13.79% 
$6
 
$2
Unit 6 Common Facilities Coal   15.39% 
$7
 
$3
Big Cajun 2 Unit 3 Coal 588
 17.85% 
$113
 
$74
Unit 3 Coal 581
 17.85% 
$113
 
$77
Big Cajun 2 Unit 3 Common Facilities Coal   5.95% 
$3
 
$1
Unit 3 Common Facilities Coal   5.95% 
$3
 
$1
System Energy -        
           
    
Grand Gulf(d) Unit 1 Nuclear 1,401
 90.00%(d)
$4,917
 
$3,063
Unit 1 Nuclear 1,391
 90.00% 
$5,036
 
$3,212
Entergy Wholesale Commodities:        
           
    
Independence Unit 2 Coal 842
 14.37% 
$71
 
$49
Unit 2 Coal 842
 14.37% 
$74
 
$52
Independence Common Facilities Coal   7.18% 
$16
 
$12
Common Facilities Coal   7.18% 
$17
 
$12
Roy S. Nelson Unit 6 Coal 550
 10.90% 
$112
 
$60
Unit 6 Coal 550
 10.90% 
$114
 
$64
Roy S. Nelson Unit 6 Common Facilities Coal   5.05% 
$2
 
$1
Unit 6 Common Facilities Coal   5.64% 
$2
 
$1

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(a)“Total Megawatt Capability” is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.
(b)Ouachita Units 1 and 2 are owned 100% by Entergy Arkansas and Ouachita Unit 3 is owned 100% by Entergy Louisiana.  The investment and accumulated depreciation numbers above are only for the common facilities and not for the generating units.
(c)Union Unit 1 is owned 100% by Entergy New Orleans, Union Unit 2 is owned 100% by Entergy Arkansas, Union Units 3 and 4 are owned 100% by Entergy Louisiana.  The investment and accumulated depreciation numbers above are only for the specified common facilities and not for the generating units.
(d)Includes a leasehold interest held by System Energy.  System Energy’s Grand Gulf lease obligations are discussed in Note 10 to the financial statements.

Nuclear Refueling Outage Costs

Nuclear refueling outage costs are deferred during the outage and amortized over the estimated period to the next outage because these refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Because the value of their long-lived assets are impaired, and their remaining estimated operating lives significantly reduced, in the future the Entergy Wholesale Commodities nuclear plants, willexcept for Palisades, charge nuclear refueling outage costs directly to expense when incurred.incurred because their undiscounted cash flows are insufficient to recover the carrying amount of these costs.

Allowance for Funds Used During Construction (AFUDC)

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

Income Taxes

Entergy Corporation and the majority of its subsidiaries file a United States consolidated federal income tax return.  Entergy Arkansas, LLC, Entergy Louisiana, LLC, isEntergy Mississippi, LLC, and Entergy New Orleans, LLC are not a membermembers of the Entergy Corporation consolidated federal income tax filing group but, rather, isare included in the Entergy Utility Holding Company, LLC consolidated federal income tax filing group.  Each tax-paying entity records income taxes as if it were a separate taxpayer and consolidating adjustments are allocated to the tax filing entities in accordance with Entergy’s intercompany income tax allocation agreements.  Deferred income taxes are recorded for temporary differences between the book and tax basis of assets and liabilities, and for certain losses and credits available for carryforward.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the tax or rate was enacted. See the “Other Tax Matters - Tax Cuts and Jobs Act” section in Note 3 to the financial statements for discussion of the effects of the enactment of the Tax Cuts and Jobs Act, in December 2017.

The benefits of investment tax credits are deferred and amortized over the average useful life of the related property, as a reduction of income tax expense, for such credits associated with regulatedrate-regulated operations in accordance with ratemaking treatment.


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Earnings (Loss) per Share

The following table presents Entergy’s basic and diluted earnings per share calculation included on the consolidated statements of operations:
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142018 2017 2016
(In Millions, Except Per Share Data)(In Millions, Except Per Share Data)
  $/share   $/share   $/share  $/share   $/share   $/share
Net income (loss) attributable to Entergy Corporation
($583.6)  
 
($176.6)  
 
$940.7
  

$848.7
  
 
$411.6
  
 
($583.6)  
Basic earnings (loss) per average common share178.9
 
($3.26) 179.2
 
($0.99) 179.5
 
$5.24
Basic shares and earnings (loss) per average common share181.4
 
$4.68
 179.7
 
$2.29
 178.9
 
($3.26)
Average dilutive effect of: 
  
  
  
  
  
 
  
  
  
  
  
Stock options
 
 
 
 0.3
 (0.01)0.3
 (0.01) 0.2
 
 
 
Other equity plans
 
 
 
 0.5
 (0.01)0.7
 (0.02) 0.6
 (0.01) 
 
Diluted earnings (loss) per average common shares178.9
 
($3.26) 179.2
 
($0.99) 180.3
 
$5.22
Equity forwards1.0
 (0.02) 
 
 
 
Diluted shares and earnings (loss) per average common shares183.4
 
$4.63
 180.5
 
$2.28
 178.9
 
($3.26)

The calculation of diluted earnings (loss) per share excluded 956,550 options outstanding at December 31, 2018, 2,927,512 options outstanding at December 31, 2017, and 7,137,210 options outstanding at December 31, 2016 7,399,820 options outstanding at December 31, 2015, and 5,743,013 options outstanding at December 31, 2014 because they were antidilutive.

Stock-based Compensation Plans

Entergy grants stock options, restricted stock, performance units, and restricted stock unit awards to key employees of the Entergy subsidiaries under its Equity Ownership Plans, which are shareholder-approved stock-based compensation plans.  These plans are described more fully in Note 12 to the financial statements.   The cost of the stock-based compensation is charged to income over the vesting period.  Awards under Entergy’s plans generally vest over 3three years. Entergy accounts for forfeitures of stock-based compensation when they occur. Entergy recognizes all income tax effects related to share-based payments through the income statement.

Accounting for the Effects of Regulation

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

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

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Entergy Louisiana does not apply regulatory accounting standards to the Louisiana retail deregulated portion of River Bend, the 30% interest in River Bend formerly owned by Cajun, and its steam business, unless specific cost

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recovery is provided for in tariff rates.  The Louisiana retail deregulated portion of River Bend is operated under a deregulated asset plan representing a portion (approximately 15%) of River Bend plant costs, generation, revenues, and expenses established under a 1992 LPSC order.  The plan allows Entergy Louisiana to sell the electricity from the deregulated assets to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing incremental revenue above 4.6 cents per kWh between customers and shareholders.

Regulatory Asset or Liability for Income Taxes

Accounting standards for income taxes provide that a regulatory asset or liability be recorded if it is probable that the currently determinable future increase or decrease in regulatory income tax expense will be recovered from or reimbursedreturned to customers through future rates. The primary sourceThere are two main sources of Entergy’s regulatory asset or liability for income taxestaxes. There is a regulatory asset related to the ratemaking treatment of the tax effects of book depreciation for the equity component of AFUDC that has been capitalized to property, plant, and equipment but for which there is no corresponding tax basis. Equity-AFUDC is a component of property, plant, and equipment that is included in rate base when the plant is placed in service. There is a regulatory liability related to the adjustment of Entergy’s net deferred income taxes that was required by the enactment in December 2017 of a change in the federal corporate income tax rate, which is discussed in Note 3 to the financial statements.

Cash and Cash Equivalents

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

Securitization Recovery Trust Accounts

The funds that Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas hold in their securitization recovery trust accounts are not classified as cash and cash equivalents or restricted cash and cash equivalents because of their nature, uses, and restrictions. These funds are classified as part of other current assets and other investments, depending on the timeframe within which the Registrant Subsidiary expects to use the funds.

Allowance for Doubtful Accounts

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

Investments

Entergy records decommissioning trust funds on the balance sheet at their fair value. Effective January 1, 2018, with the adoption of ASU 2016-01, unrealized gains and losses on investments in equity securities held by the nuclear decommissioning trust funds are recorded in earnings as they occur rather than in other comprehensive income. 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 recordhave recorded an offsetting amount in other regulatory liabilities/assets for theof unrealized gains/(losses) on investment securities.securities in other regulatory liabilities/assets.  For the 30% interest in River Bend formerly owned by Cajun, Entergy Louisiana has recordedrecords an offsetting amount in other deferred credits for the unrealized gains/(losses).trust earnings not currently expected to be needed to decommission the plant.  Decommissioning trust funds for Pilgrim, Indian Point 1, Indian Point 2, Indian Point 3, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment. Accordingly, unrealized gains/(losses) recorded on the equity securities in the

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trust funds are recognized in earnings. Unrealized gains recorded on the assetsavailable-for-sale debt securities in thesethe trust funds are recognized in the accumulated other comprehensive income component of shareholders’ equity because these assets are classified as available for sale.equity. Unrealized losses (where cost exceeds fair market value) on the assetsavailable-for-sale debt securities in thesethe 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.  A portion of Entergy’s decommissioning trust funds are held in a wholly-owned registered investment company, and unrealized gains and losses on both the equity and debt securities held in the registered investment company are recognized in earnings. The assessment of whether an investment in aan available-for-sale debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs.  Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss).  The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment is based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.  Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. See Note 16 to the financial statements for details on the decommissioning trust funds.

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Equity Method Investments

Entergy owns investments that are accounted for under the equity method of accounting because Entergy’s ownership level results in significant influence, but not control, over the investee and its operations.  Entergy records its share of the investee’s comprehensive earnings and losses in income and as an increase or decrease to the investment account. Any cash distributions are charged against the investment account. Entergy discontinues the recognition of losses on equity investments when its share of losses equals or exceeds its carrying amount for an investee plus any advances made or commitments to provide additional financial support.  

Derivative Financial Instruments and Commodity Derivatives

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

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

For other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income.  To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged.  Gains or losses accumulated in other comprehensive income are reclassified to earnings in the periods when the underlying transactions actually occur.  The ineffective portions of all hedges are recognized in current-period earnings. Effective January 1, 2019 with the adoption of ASU 2017-12 there will no longer be separate recognition of the ineffective portion of highly effective hedges. Changes in the fair value of derivative instruments that are not designated as cash flow hedges are recorded in current-period earnings on a mark-to-market basis.

Entergy has determined that contracts to purchase uranium do not meet the definition of a derivative under the accounting standards for derivative instruments because they do not provide for net settlement and the uranium markets

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are not sufficiently liquid to conclude that forward contracts are readily convertible to cash.  If the uranium markets do become sufficiently liquid in the future and Entergy begins to account for uranium purchase contracts as derivative instruments, the fair value of these contracts would be accounted for consistent with Entergy’s other derivative instruments. See Note 15 to the financial statements for further details on Entergy’s derivative instruments and hedging activities.

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 held by regulated businesses may be 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.  See Note 15 to the financial statements for further discussion of fair value.


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Impairment of Long-lived Assets

Entergy periodically reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from such operations and assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets. Because the values of their long-lived assets are impaired, and their remaining estimated operating lives significantly reduced, in the future the Entergy Wholesale Commodities nuclear plants, will chargeexcept for Palisades, are charging additional expenditures for capital assets directly to expense when incurred.incurred because their undiscounted cash flows are insufficient to recover the carrying amount of these capital additions.  See Note 14 to the financial statements for further discussions of the impairments of the Entergy Wholesale Commodities nuclear plants.

River Bend AFUDC

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

Reacquired Debt

The premiums and costs associated with reacquired debt of Entergy’s Utility operating companies and System Energy (except that portion allocable to the deregulated operations of Entergy Louisiana) are included in regulatory assets and are being amortized over the life of the related new issuances, or over the life of the original debt issuance if the debt is not refinanced, in accordance with ratemaking treatment.

Taxes Imposed on Revenue-Producing Transactions

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

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances.  These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote.  The Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans articles of incorporation provide, generally, that the holders of each company’s preferred securities may elect a majority of the respective company’s board of directors if dividends are not paid for a year, until such time as the dividends in arrears are paid.  Therefore, Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans present their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet.  Entergy Louisiana, a limited liability company, had outstanding preferred securities with similar protective rights with respect to unpaid dividends, but provided for the election of board members that would not constitute a majority of the board; and its preferred securities were therefore classified as a component of members’ equity. In September 2015, Entergy Louisiana redeemed or repurchased and canceled its preferred membership interests as part of a multi-step process to effectuate the Entergy Louisiana and Entergy Gulf States Louisiana business combination. See Note 2 to the financial statements for a discussion of the business combination.


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Notes to Financial Statements


The outstanding preferred securities of Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans, and Entergy Utility Holding Company (a Utility subsidiary) and Entergy Finance Holding (an Entergy Wholesale Commodities subsidiary), whose preferred holders also have protective rights, are similarly presented between liabilities and equity on Entergy’s consolidated balance sheets.  The preferred dividends or distributions paid by all subsidiaries are reflected for all periods presented outside of consolidated net income.

New Accounting Pronouncements

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. With FASB issuance of ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2014-09 is effective for Entergy for the first quarter 2018. Entergy is evaluating its transition approach (which will either be a full retrospective or a modified retrospective transition method) and the effects of the new guidance, most significantly on its accounting for contributions in aid of construction. Entergy’s evaluation of ASU 2014-09 has not identified any effects that it expects will affect materially its results of operations, financial position, or cash flows. Entergy will continue to monitor, however, the development of industry specific application guidance that could have an effect on this assessment.

In January 2016 the FASB issued ASU No. 2016-01 “Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The ASU requires investments in equity securities, excluding those accounted for under the equity method or resulting in consolidation of the investee, to be measured at fair value with changes recognized in net income. The ASU requires a qualitative assessment to identify impairments of investments in equity securities that do not have a readily determinable fair value. ASU 2016-01 is effective for Entergy for the first quarter 2018. Entergy expects that ASU 2016-01 will affect its results of operations by requiring unrealized gains and losses on investments in equity securities held by the nuclear decommissioning trust funds to be recorded in earnings rather than in other comprehensive income. In accordance with the regulatory treatment of the decommissioning trust funds of Entergy Arkansas, Entergy Louisiana, and System Energy, an offsetting amount of unrealized gains/losses will continue to be recorded in other regulatory liabilities/assets. Entergy is evaluating the ASU for other effects on the results of operations, financial position, and cash flows.

In February 2016 the FASB issued ASU No. 2016-02, “Leases (Topic 842).”  The ASU’s core principle is that “a lessee should recognize the assets and liabilities that arise from leases.” The ASU considers that “all leases create an asset and a liability,” and accordingly requires recording the assets and liabilities related to all leases with a term greater than 12 months.  In January 2018 the FASB issued ASU No. 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” providing entities the option to elect not to evaluate existing land easements that are not currently accounted for under the previous lease standard. In July 2018 the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which is intended to simplify the transition requirements giving entities the option to apply the transition provisions of the new standard at the date of adoption instead of at the earliest comparative period presented and provides a practical expedient for the separation of lease and nonlease components for lessors. Entergy adopted ASU 2016-02 is effective for Entergy foralong with the practical expedients provided by ASU 2018-01 and 2018-11 in the first quarter 2019, with early adoption permitted.2019. Entergy expectsdoes not expect that ASU 2016-02 will materially affect its financial position by increasing the assets and liabilities recorded relating to its operating leases.  Entergy is evaluating ASU 2016-02 for other effects on its results of operations, financial position, and cash flows, as well as the potential to early adopt the ASU.

In March 2016 the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The ASU seeks to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The statement is effective beginningIn adopting the standard, in 2017January 2019 Entergy recognized right-of-use assets and corresponding lease liabilities totaling approximately $263 million for Entergy will prospectively recognize all income tax effects related to share-based payments throughand the income statement.following right-of-use assets and corresponding lease liabilities for the Registrant Subsidiaries: $59 million for Entergy expects to record approximately $12Arkansas, $51 million in income tax expense in the first quarter of 2017 related to implementing ASU 2016-09.for Entergy Louisiana, $26 million for Entergy Mississippi, $7 million for Entergy New Orleans, and $16 million for Entergy Texas.

In June 2016 the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU requires entities to record a valuation allowance on financial instruments recorded at amortized cost or classified as available-for-sale debt securities for the total credit losses expected over the life of the instrument. Increases and decreases in the valuation allowance will be recognized

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Notes to Financial Statements


immediately in earnings. ASU 2016-13 is effective for Entergy for the first quarter 2020. Entergy is evaluating ASU 2016-13 for the expected effects on its results of operations, financial position, and cash flows.

In October 2016August 2017 the FASB issued ASU No. 2016-16, “Income Taxes2017-12, “Derivatives and Hedging (Topic 740)815): Intra-Entity TransfersTargeted Improvements to Accounting for Hedging Activities.”  The ASU makes a number of Assetsamendments to hedge accounting, most significantly changing the recognition and presentation of highly effective hedges.  Upon adoption of the standard there will no longer be separate recognition or presentation of the ineffective portion of highly effective hedges.  In addition, the ASU allows entities to designate a contractually-specified component as the hedged risk, simplifies the process for assessing the effectiveness of hedges, and adds additional disclosure requirements for hedges.  ASU 2017-12 was effective for Entergy for the first quarter 2019. Entergy expects that ASU 2017-12 will affect its net income by eliminating volatility in earnings related to the ineffective portion of designated hedges on nuclear power sales.  Entergy recorded an adjustment increasing retained earnings and increasing accumulated other comprehensive loss by approximately $8 million as of January 1, 2019 for the cumulative effect of the ineffectiveness portion of designated hedges on nuclear power sales.

In September 2018 the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other Than Inventory.- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service.”  The ASU requires entities to recognizecapitalize implementation costs associated with cloud computing arrangements classified as hosting arrangements and amortize those costs over the income tax consequencescontract term.  These costs are required to be capitalized in the same line as prepayments of intra-entity asset transfers, other than inventory, at the timecosts, and subsequently amortized in the transfer occurs.same lines as the hosting service element of the arrangement.  ASU 2016-162018-15 is effective for Entergy for the first quarter 2018 and2020.  Entergy does not expect to early adopt the standard.  Entergy expects that it will elect to adopt ASU 2018-15 on a prospective basis, which will affect its statement of financial position by requiring recognitionpresenting implementation costs for hosting arrangements as prepayments, and net income by amortizing those costs as operation and maintenance expense over the contract term of deferred tax assets or liabilities arising from intra-entity asset transfers.the arrangement. Entergy is evaluating ASU 2016-162018-15 for other effects on its results of operations, financial position, andor cash flows.



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Notes to Financial Statements


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

Regulatory Assets and Regulatory Liabilities

Regulatory assets represent probable future revenues associated with costs that Entergy expects to recover from customers through the regulatory ratemaking process under which the Utility business operates. Regulatory liabilities represent probable future reductions in revenues associated with amounts that Entergy expects to benefit customers through the regulatory ratemaking process under which the Utility business operates. In addition to the regulatory assets and liabilities that are specifically disclosed on the face of the balance sheets, the tables below provide detail of “Other regulatory assets” and “Other regulatory liabilities” that are included on Entergy’s and the Registrant Subsidiaries’ balance sheets as of December 31, 20162018 and 2015:2017:
Other Regulatory Assets

Entergy
 2018 2017
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$2,611.5
 
$2,642.3
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (a)
814.3
 746.0
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 2 – Storm Cost Recovery Filings with Retail Regulators) (Note 5)
452.7
 558.9
Removal costs - recovered through depreciation rates (Note 9)
375.8
 436.5
Opportunity Sales - recovery will be determined after final order in proceeding (Note 2 - Entergy Arkansas Opportunity Sales Proceeding)
116.3
 109.8
Unamortized loss on reacquired debt - recovered over term of debt
74.5
 82.9
Little Gypsy costs – recovered through securitization (Note 5 – Entergy Louisiana Securitization Bonds - Little Gypsy)
52.1
 73.7
Retail rate deferrals - recovered through rate riders as rates are redetermined by retail regulators
39.0
 86.4
New nuclear generation development costs (Note 2 - New Nuclear Generation Development Costs) (b)
29.0
 36.4
Transition to competition costs - recovered over a 15-year period through February 2021
26.7
 37.7
Other154.6
 125.1
Entergy Total
$4,746.5
 
$4,935.7

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Other Regulatory Assets

Entergy
 2016 2015
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$2,635.5
 
$2,574.9
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (a)
677.2
 589.1
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 2 – Storm Cost Recovery Filings with Retail Regulators) (Note 5)
637.0
 717.8
Removal costs - recovered through depreciation rates (Note 9) (a)
353.9
 273.3
Little Gypsy costs – recovered through securitization (Note 5 – Entergy Louisiana Securitization Bonds - Little Gypsy)
100.0
 121.1
Unamortized loss on reacquired debt - recovered over term of debt
91.4
 66.7
Transition to competition costs - recovered over a 15-year period through February 2021
47.9
 57.4
New nuclear generation development costs (Note 2 - New Nuclear Generation Development Costs) (b)
43.7
 51.1
MISO costs - recovery through retail rate mechanisms (Note 2 - Retail Rate Proceedings)
36.2
 65.2
Retail rate deferrals - recovered through rate riders as rates are redetermined by retail regulators
22.1
 32.2
Human capital management costs - recovery through retail rate mechanisms (Note 2 - Retail Rate Proceedings)
17.3
 28.3
Other107.7
 127.7
Entergy Total
$4,769.9
 
$4,704.8


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Notes to Financial Statements


Entergy Arkansas
2016 20152018 2017
(In Millions)(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$786.6
 
$766.5

$747.2
 
$757.0
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (a)
322.9
 288.0
381.7
 345.2
Removal costs - recovered through depreciation rates (Note 9) (a)
128.5
 85.7
138.3
 176.9
Opportunity sales - recovery will be determined after final order in proceeding (Note 2 - Entergy Arkansas Opportunity Sales Proceeding)
116.3
 109.8
Storm damage costs - recovered either through securitization or retail rates (Note 5 - Entergy Arkansas Securitization Bonds)
88.9
 97.2
60.7
 76.2
Unamortized loss on reacquired debt - recovered over term of debt
27.6
 23.0
21.2
 24.3
Retail rate deferrals - recovered through rate riders as rates are redetermined annually
20.5
 28.2
ANO Fukushima and Flood Barrier costs - recovered through retail rates through February 2026 (Note 2 - Retail Rate Proceedings) (b)
16.1
 
12.6
 14.4
MISO costs - recovery through retail rates through 2018 (Note 2 - Retail Rate Proceedings) (b)
11.1
 17.5
Retail rate deferrals - recovered through rate riders as rates are redetermined annually
10.1
 18.1
Lake Catherine 4 reliability and sustainability cost deferral - recovery expected through retail rates (b)
9.8
 10.4
Incremental ice storm costs - recovered through 2032
7.9
 8.4
Human capital management costs - recovery through retail rates through June 2017 (Note 2 - Retail Rate Proceedings) (b)
7.0
 10.4
Other11.5
 8.6
36.5
 35.4
Entergy Arkansas Total
$1,428.0
 
$1,333.8

$1,535.0
 
$1,567.4

Entergy Louisiana
2016 20152018 2017
(In Millions)(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Non-Qualified Pension Plans) (a)

$715.7
 
$718.7

$711.8
 
$724.6
Asset Retirement Obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (a)
199.4
 180.8
232.9
 218.6
Little Gypsy costs – recovered through securitization (Note 5 – Entergy Louisiana Securitization Bonds - Little Gypsy)
97.8
 119.2
49.8
 71.4
New nuclear generation development costs - recovery through formula rate plan beginning December 2014 through November 2022 (Note 2 - New Nuclear Generation Development Costs) (b)
43.1
 50.4
New nuclear generation development costs - recovery through formula rate plan December 2014 through November 2022 (Note 2 - New Nuclear Generation Development Costs) (b)
28.5
 35.8
Unamortized loss on reacquired debt - recovered over term of debt
27.0
 19.2
22.5
 24.7
MISO costs - recovery through the MISO cost recovery mechanism beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings)
21.8
 41.1
Business combination external costs deferral - recovery through formula rate plan beginning December 2015 through November 2025 (b)
15.2
 16.1
Storm damage costs - recovered through retail rates (Note 2 - Storm Cost Recovery Filings with Retail Regulators)
17.9
 14.3
Business combination external costs deferral - recovery through formula rate plan December 2015 through November 2025 (b)
12.4
 14.1
River Bend AFUDC - recovered through August 2025 (Note 1 – River Bend AFUDC)
14.8
 16.7
11.0
 12.9
Human capital management costs - recovery through formula rate plan beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings)
10.0
 17.6
Other23.3
 38.1
18.3
 29.4
Entergy Louisiana Total
$1,168.1
 
$1,217.9

$1,105.1
 
$1,145.8


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Notes to Financial Statements


Entergy Mississippi
2016 20152018 2017
(In Millions)(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$217.2
 
$216.1

$215.9
 
$218.7
Removal costs - recovered through depreciation rates (Note 9) (a)
82.0
 77.5
63.5
 91.6
Attorney General litigation costs (Note 2 - Mississippi Attorney General Complaint) (b)
23.6
 9.3
Retail rate deferrals - recovered through rate riders as rates are redetermined annually
16.6
 49.4
Unamortized loss on reacquired debt - recovered over term of debt
18.9
 7.1
16.2
 17.6
Retail rate deferrals - recovered through rate riders as rates are redetermined annually
9.3
 7.6
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (a)
7.2
 6.7
7.2
 7.6
Other7.6
 13.7

 3.7
Entergy Mississippi Total
$342.2
 
$328.7

$343.0
 
$397.9

Entergy New Orleans
2016 20152018 2017
(In Millions)(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$108.8
 
$103.7

$96.2
 
$102.8
Storm damage costs, including hurricane costs - recovered through retail rates and securitization (Note 2 - Storm Cost Recovery Filings with Retail Regulators)
93.6
 104.0
70.4
 82.3
Removal costs - recovered through depreciation rates (Note 9) (a)
40.1
 29.4
49.3
 44.8
Retail rate deferrals - recovered through rate riders as rates are redetermined monthly or annually
4.3
 3.1
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (a)
4.2
 4.0
4.5
 4.3
Unamortized loss on reacquired debt - recovered over term of debt
3.4
 1.6
2.6
 3.0
Michoud plant maintenance – recovered over a 7-year period through September 2018
3.3
 5.2
Rate case costs - recovered over a 6-year period through September 2021 (Note 2 - Retail Rate Proceedings)
3.0
 3.2
1.9
 2.6
Retail rate deferrals - recovered through rate riders as rates are redetermined monthly or annually

 4.4
Other7.4
 11.1
4.9
 7.2
Entergy New Orleans Total
$268.1
 
$265.3

$229.8
 
$251.4


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Entergy Texas
2016 20152018 2017
(In Millions)(In Millions)
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 5 - Entergy Texas Securitization Bonds)

$442.4
 
$516.2

$303.6
 
$386.1
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)
201.7
 193.6
171.8
 169.2
Removal costs - recovered through depreciation rates (Note 9)
50.9
 55.2
Transition to competition costs - recovered over a 15-year period through February 2021
47.9
 57.4
26.7
 37.7
Removal costs - recovered through depreciation rates (Note 9) (a)
33.5
 25.8
Neches and Sabine costs - recovered over a ten-year period through September 2028 (Note 2 - Retail Rate Proceedings) (b)
23.6
 
Unamortized loss on reacquired debt - recovered over term of debt
9.0
 9.4
8.2
 8.7
Rate case costs - recovered through retail rates (b)
0.5
 3.8
Other5.2
 6.7
13.2
 4.5
Entergy Texas Total
$740.2
 
$812.9

$598.0
 
$661.4

System Energy
2016 20152018 2017
(In Millions)(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Other Postretirement Benefits) (a)

$193.5
 
$178.0

$179.3
 
$202.7
Asset retirement obligation - recovery dependent upon timing of decommissioning (Note 9) (a)
142.5
 108.6
186.9
 169.1
Removal costs - recovered through depreciation rates (Note 9) (a)
69.7
 54.8
76.4
 67.9
Unamortized loss on reacquired debt - recovered over term of debt
5.5
 6.4
3.8
 4.6
System Energy Total
$411.2
 
$347.8

$446.4
 
$444.3

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

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Other Regulatory Liabilities

Entergy
2016 20152018 2017
(In Millions)(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$735.5
 
$611.7

$815.9
 
$989.3
Vidalia purchased power agreement (Note 8)(b)
202.4
 222.6
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators)(b)
165.5
 156.0
111.1
 124.8
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates beginning December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
83.5
 105.2
Waterford 3 replacement steam generator provision (Note 2 - Retail Rate Proceedings)
68.0
 31.7
Income tax rate change - returned to electric and gas customers through retail rates (Note 2 - Retail Rate Proceedings)
74.7
 
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
67.9
 67.9
Removal costs - returned to customers through depreciation rates (Note 9) (a)
53.9
 68.3
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and FERC
44.4
 44.4
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
48.6
 
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
44.4
 
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Asset retirement obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
39.1
 36.7
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
39.3
 46.4
25.0
 32.1
Asset retirement obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
32.7
 28.2
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other79.8
 32.5
68.4
 43.5
Entergy Total
$1,572.9
 
$1,414.9

$1,620.3
 
$1,588.5

Entergy Arkansas
2016 20152018 2017
(In Millions)(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$280.8
 
$236.1

$297.2
 
$354.0
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
35.1
 
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
26.0
 
Other25.1
 6.8
4.8
 9.6
Entergy Arkansas Total
$305.9
 
$242.9

$402.7
 
$363.6


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Entergy Louisiana
2016 20152018 2017
(In Millions)(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$235.4
 
$196.9

$274.1
 
$323.7
Vidalia purchased power agreement (Note 8)(b)
202.4
 222.6
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators)(b)
165.5
 156.0
111.1
 124.8
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates beginning December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
83.5
 105.2
Waterford 3 replacement steam generator provision (Note 2 - Retail Rate Proceedings)
68.0
 31.7
Removal costs - returned to customers through depreciation rates (Note 9) (a)
53.9
 68.3
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Income tax rate change - returned to electric customers through retail rates September 2018 through August 2019 (Note 2 - Retail Rate Proceedings)
49.9
 
Asset Retirement Obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
32.7
 28.2
39.1
 36.7
Gas hedging costs - refunded through fuel rates (Note 15 - Derivatives)
10.9
 
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other28.7
 9.7
33.4
 26.1
Entergy Louisiana Total
$881.0
 
$818.6

$748.8
 
$761.1

Entergy Mississippi
 2018 2017
 (In Millions)
Grand Gulf Over-Recovery - returned to customers through rate riders when rates are redetermined annually

$22.6
 
$—
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
9.3
 
Other1.7
 0.9
Entergy Mississippi Total
$33.6
 
$0.9

Entergy Texas
2016 20152018 2017
(In Millions)(In Millions)
Income tax rate change - refunded through a rate rider (Note 2 - Retail Rate Proceedings)

$23.1
 
$—
Advanced metering system surcharge (Note 2 - Advanced Metering Infrastructure (AMI) Filings)
16.5
 
Transition to competition costs - returned to customers through rate riders when rates are redetermined periodically

$6.2
 
$6.4
4.2
 4.8
Other2.3
 
4.1
 2.1
Entergy Texas Total
$8.5
 
$6.4

$47.9
 
$6.9


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System Energy
2016 20152018 2017
(In Millions)(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)

$219.3
 
$178.7

$244.6
 
$311.6
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
67.9
 67.9
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and FERC
44.4
 44.4
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
39.3
 46.4
25.0
 32.1
System Energy Total
$370.9
 
$337.4

$381.9
 
$456.0

(a)Offset by related asset.
(b)As a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to 21% effective January 2018, the Vidalia purchased power agreement regulatory liability was reduced by $30.5 million and the Louisiana Act 55 financing savings obligation regulatory liabilities were reduced by $25.0 million, with corresponding increases to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

Regulatory activity regarding the Tax Cuts and Jobs Act

See the “Other Tax Matters - Tax Cuts and Jobs Act” section in Note 3 to the financial statements for discussion of the effects of the December 2017 enactment of the Tax Cuts and Jobs Act, including its effects on Entergy’s and the Registrant Subsidiaries’ regulatory asset/liability for income taxes.

Entergy Arkansas

Consistent with its previously stated intent to return unprotected excess accumulated deferred income taxes to customers as expeditiously as possible, Entergy Arkansas initiated a tariff proceeding in February 2018 proposing to establish a tax adjustment rider to provide retail customers with certain tax benefits of $467 million associated with the Tax Act. For the residential customer class, unprotected excess accumulated deferred income taxes will be returned to customers over a 21-month period from April 2018 through December 2019. For all other customer classes, unprotected excess accumulated deferred income taxes were returned to customers over a nine-month period from April 2018 through December 2018. A true-up provision also was included in the rider, with any over- or under-returned unprotected excess accumulated deferred income taxes to be credited or billed to customers during the billing month of January 2020, with any residual amounts of over- or under-returned unprotected excess accumulated deferred income taxes to be flowed through Entergy Arkansas’s energy cost recovery rider. In March 2018 the APSC approved the tax adjustment rider effective with the first billing cycle of April 2018.

As discussed below, in July 2018, Entergy Arkansas made its formula rate plan filing to set its formula rate for the 2019 calendar year. A hearing was held in May 2018 regarding the APSC’s inquiries into the effects of the Tax Act, including Entergy Arkansas’s proposal to utilize its existing formula rate plan rider for its customers to realize the remaining benefits of the Tax Act. Entergy Arkansas’s formula rate plan rider includes a netting adjustment that compares actual annual results to the allowed rate of return on common equity. In July 2018 the APSC issued an order agreeing with Entergy Arkansas’s proposal to have the effects of the Tax Act on current income tax expense flow through Entergy Arkansas’s formula rate plan rider and with Entergy Arkansas’s treatment of protected and unprotected excess accumulated deferred income taxes. The APSC also directed Entergy Arkansas to submit in the tax adjustment rider proceeding, discussed above, the adjustments to all other riders affected by the Tax Act and to include an amendment for a true up mechanism where a rider affected by the Tax Act does not already contain a true-up mechanism. Pursuant to a 2018 settlement agreement in Entergy Arkansas’s formula rate plan proceeding, Entergy Arkansas also removed

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the net operating loss accumulated deferred income tax asset caused by the Tax Act from Entergy Arkansas’s tax adjustment rider. Entergy Arkansas’s compliance tariff filings were accepted by the APSC in October 2018.

Entergy Louisiana

In a formula rate plan settlement approved by the LPSC in April 2018 the parties agreed that Entergy Louisiana would return to customers one-half of its eligible unprotected excess deferred income taxes from May 2018 through December 2018 and return to customers the other half from January 2019 through August 2022. In addition, the settlement provided that in order to flow back to customers certain other tax benefits created by the Tax Act, Entergy Louisiana established a regulatory liability effective January 1, 2018 in the amount of $9.1 million per month to reflect these tax benefits already included in retail rates until new base rates under the formula rate plan were established in September 2018, and this regulatory liability will be returned to customers over the September 2018 through August 2019 formula rate plan rate-effective period. The LPSC staff and intervenors in the settlement reserved the right to obtain data from Entergy Louisiana to confirm the determination of excess accumulated deferred income taxes resulting from the Tax Act and the analysis thereof as part of the formula rate plan review proceeding for the 2017 test year filing which, as discussed below, Entergy Louisiana filed in June 2018.

Entergy Mississippi

Entergy Mississippi filed its 2018 formula rate plan in March 2018 and included a proposal to return all of its unprotected excess accumulated deferred income taxes to customers through rates or in exchange for other assets, or a combination of both, by the end of 2018. In June 2018 the MPSC approved a stipulation filed by Entergy Mississippi and the Mississippi Public Utilities Staff in Entergy Mississippi’s formula rate plan filing that addressed Entergy Mississippi’s 2018 formula rate plan evaluation report and the ratemaking effects of the Tax Act. The stipulation provided for incorporating the reduction of the statutory federal income tax rate through Entergy Mississippi’s formula rate plan. Entergy Mississippi’s formula rate plan includes a look-back evaluation report filing in March 2019 that will compare actual 2018 results to the allowed return on rate base. The stipulation approved in June 2018 provides for the flow-back of protected excess accumulated deferred income taxes over the remaining lives of the assets through the formula rate plan. The stipulation also provided for the offset of unprotected excess accumulated deferred income taxes of $127.2 million against net utility plant and $2.2 million against other regulatory assets, and the return to customers of the remaining balance of unprotected excess accumulated deferred income taxes as recovery of a portion of fuel oil inventory and customer bill credits over a three-month period from July 2018 through September 2018, with any true-up to be reflected in the November 2018 power management rider filing. Entergy Mississippi recorded the reduction against net utility plant and other regulatory assets in June 2018. In third quarter 2018, Entergy Mississippi returned unprotected excess accumulated deferred income taxes of $25.8 million through customer bill credits and $5.8 million through the sale of fuel oil inventory. In November 2018, Entergy Mississippi’s annual redetermination of the annual factor to be applied under the power management rider included an insignificant true-up to the amount of unprotected excess accumulated deferred income taxes. In January 2019 the MPSC approved the proposed power management cost factor effective for February 2019 bills.

Entergy New Orleans

After enactment of the Tax Act the City Council passed a resolution ordering Entergy New Orleans to, effective January 1, 2018, record deferred regulatory liabilities to account for the Tax Act’s effect on Entergy New Orleans’s revenue requirement and to make a filing by mid-March 2018 regarding the Tax Act’s effects on Entergy New Orleans’s operating income and rate base and potential mechanisms for customers to receive benefits of the Tax Act. The City Council’s resolution also directed Entergy New Orleans to request that Entergy Services file with the FERC for revisions of the Unit Power Sales Agreement and MSS-4 replacement tariffs to address the return of excess accumulated deferred income taxes. Entergy submitted filings of this type to the FERC.

In March 2018, Entergy New Orleans filed its response to the resolution stating that the Tax Act reduced income tax expense from what was then reflected in rates by approximately $8.2 million annually for electric operations and

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by approximately $1.3 million annually for gas operations. In the filing, Entergy New Orleans proposed to return to customers from June 2018 through August 2019 the benefits of the reduction in income tax expense and its unprotected excess accumulated deferred income taxes through a combination of bill credits and investments in energy efficiency programs, grid modernization, and Smart City projects. Entergy New Orleans submitted supplemental information in April 2018 and May 2018. Shortly thereafter, Entergy New Orleans and the City Council’s advisors reached an agreement in principle that provides for benefits that will be realized by Entergy New Orleans customers through bill credits that started in July 2018 and offsets to future investments in energy efficiency programs, grid modernization, and Smart City projects, as well as additional benefits related to the filings made at the FERC. The agreement in principle was approved by the City Council in June 2018.

Entergy Texas

After enactment of the Tax Act the PUCT issued an order requiring most utilities, including Entergy Texas, beginning January 25, 2018, to record a regulatory liability for the difference between revenues collected under existing rates and revenues that would have been collected had existing rates been set using the new federal income tax rates and also for the balance of excess accumulated deferred income taxes. In both a memorandum issued prior to the open meeting when the order was discussed and during the discussions at the open meeting regarding the order, the PUCT indicated that it would consider utility earnings in determining the treatment of the liability and the effects of the Tax Act. Entergy Texas had previously provided information to the PUCT staff and stated that it expected the PUCT to address the lower tax expense as part of Entergy Texas’s rate case expected to be filed in May 2018. Entergy Texas also stated that it would be inappropriate for the PUCT to require a refund of the reduction in income tax expense in 2018 resulting from the Act on a retroactive basis and without a comprehensive review of Entergy Texas’s cost of service and earned return on equity.

In May 2018, Entergy Texas filed its 2018 base rate case with the PUCT. Entergy Texas’s proposed rates and revenues reflected the inclusion of the federal income tax reductions due to the Tax Act. The PUCT issued an order in December 2018 establishing that 1) $25 million will be credited to customers through a rider to reflect the lower federal income tax rate applicable to Entergy Texas from January 2018 through the date new rates were implemented, 2) $242.5 million of protected excess accumulated deferred income taxes will be returned to customers through base rates under the average rate assumption method over the lives of the associated assets, and 3) $185.2 million of unprotected excess accumulated deferred income taxes will be returned to customers through a rider. The unprotected excess accumulated deferred income taxes rider will include carrying charges and will be in effect over a period of 12 months for larger customers and over a period of four years for other customers.

System Energy

In a filing made with the FERC in March 2018, Entergy proposed revisions to the Unit Power Sales Agreement, among other agreements, to reflect the effects of the Tax Act. In the filing System Energy proposed to return all of its unprotected excess accumulated deferred income taxes to its customers by the end of 2018. In May 2018 the FERC accepted System Energy’s proposed tax revisions with an effective date of June 1, 2018, subject to refund and the outcome of settlement and hearing procedures.  Settlement discussions are ongoing.


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Fuel and purchased power cost recovery

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy TexasThe Utility operating companies are allowed to recover fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are recorded as fuel cost recovery revenues.  The difference between revenues collected and the current fuel and purchased power costs is generally recorded as “Deferred fuel costs” on the Utility operating companies’ financial statements.  The

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table below shows the amount of deferred fuel costs as of December 31, 20162018 and 20152017 that Entergy expects to recover (or return to customers) through fuel mechanisms, subject to subsequent regulatory review.
2016 20152018 2017
(In Millions)(In Millions)
Entergy Arkansas (a)
$163.6
 
$57.8

$86.5
 
$130.4
Entergy Louisiana (b)
$119.9
 
$102.9

$136.7
 
$96.7
Entergy Mississippi
$7.0
 
($107.8)
$8.0
 
$32.4
Entergy New Orleans (b)
$8.9
 
($24.9)
$2.8
 
($3.7)
Entergy Texas
($54.5) 
($25.1)
($19.7) 
($67.3)

(a)Includes $66.9$67.3 million in 20162018 and $66.7$67.1 million in 20152017 of fuel and purchased power costs which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.
(b)Includes $168.1 million in each yearboth years for Entergy Louisiana and $4.1 million in each yearboth years for Entergy New Orleans of fuel, purchased power, and capacity costs, which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.

Entergy Arkansas

Production Cost Allocation Rider

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

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 $67.8 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. Upon a joint motion of the parties, the APSC canceled the September 2014 hearing and in January 2015 the APSC issued an order approving Entergy Arkansas’s request for recovery of the $3 million under-recovered amount based on the true-up of the production cost allocation rider and the $67.8 million May 2014 System Agreement bandwidth remedy payment subject to refund with interest, with recovery of these payments concluding with the last billing cycle in December 2015. The APSC also found that Entergy Arkansas is entitled to carrying charges pursuant to the current terms of the production cost allocation rider. Entergy Arkansas made its compliance filing pursuant to the order in January 2015 and the APSC issued its approval order, also in January 2015. The redetermined rate went into effect with the first billing cycle of February 2015.

In May 2015, Entergy Arkansas filed its annual redetermination of the production cost allocation rider, which included a $38 million payment made by Entergy Arkansas as a result of the FERC’s February 2014 order related to the comprehensive bandwidth recalculation for calendar year 2006, 2007, and 2008 production costs. The redetermined rate for the 2015 production cost allocation rider update was added to the redetermined rate from the 2014 production cost allocation rider update and the combined rate was effective with the first billing cycle of July 2015. This combined rate was effective through December 2015. The collection of the remainder of the redetermined rate for the 2015 production cost allocation rider update continued through June 2016.


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In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update becamewere effective with the first billing cycle of July 2016 and rates will be effective through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

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Energy Cost Recovery RiderEntergy New Orleans
 2018 2017
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$96.2
 
$102.8
Storm damage costs, including hurricane costs - recovered through retail rates and securitization (Note 2 - Storm Cost Recovery Filings with Retail Regulators)
70.4
 82.3
Removal costs - recovered through depreciation rates (Note 9)
49.3
 44.8
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (a)
4.5
 4.3
Unamortized loss on reacquired debt - recovered over term of debt
2.6
 3.0
Rate case costs - recovered over a 6-year period through September 2021 (Note 2 - Retail Rate Proceedings)
1.9
 2.6
Retail rate deferrals - recovered through rate riders as rates are redetermined monthly or annually

 4.4
Other4.9
 7.2
Entergy New Orleans Total
$229.8
 
$251.4


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Entergy Arkansas’s retail rates include an energy cost recovery rider to recover fuel and purchased energy costs in monthly customer bills.  The rider utilizes the prior calendar-year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over- or under-recovery, including carrying charges, of the energy costs for the prior calendar year.  The energy cost recovery rider tariff also allows an interim rate request depending upon the level of over- or under-recovery of fuel and purchased energy costs.Texas
 2018 2017
 (In Millions)
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 5 - Entergy Texas Securitization Bonds)

$303.6
 
$386.1
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)
171.8
 169.2
Removal costs - recovered through depreciation rates (Note 9)
50.9
 55.2
Transition to competition costs - recovered over a 15-year period through February 2021
26.7
 37.7
Neches and Sabine costs - recovered over a ten-year period through September 2028 (Note 2 - Retail Rate Proceedings) (b)
23.6
 
Unamortized loss on reacquired debt - recovered over term of debt
8.2
 8.7
Other13.2
 4.5
Entergy Texas Total
$598.0
 
$661.4

In October 2005 the APSC initiated an investigation into Entergy Arkansas’s interim energy cost recovery rate.  The investigation focused on Entergy Arkansas’s 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries.  In March 2006 the APSC extended its investigation to cover the costs included in Entergy Arkansas’s March 2006 annual energy cost rate filing, and a hearing was held in the APSC investigation in October 2006.System Energy
 2018 2017
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Other Postretirement Benefits) (a)

$179.3
 
$202.7
Asset retirement obligation - recovery dependent upon timing of decommissioning (Note 9) (a)
186.9
 169.1
Removal costs - recovered through depreciation rates (Note 9)
76.4
 67.9
Unamortized loss on reacquired debt - recovered over term of debt
3.8
 4.6
System Energy Total
$446.4
 
$444.3

(a)Does not earn a return on investment, but is offset by related liabilities.
(b)Does not earn a return on investment.
In January 2007 the APSC issued an order in its review
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Table of the energy cost rate.  The APSC found that Contents
Entergy Arkansas failedCorporation and Subsidiaries
Notes to maintain an adequate coal inventory level going into the summer of 2005 and that Entergy Arkansas should be responsible for any incremental energy costs that resulted from two outages caused by employee and contractor error.  The coal plant generation curtailments were caused by railroad delivery problems and Entergy Arkansas resolved litigation with the railroad regarding the delivery problems.  The APSC staff was directed to perform an analysis with Entergy Arkansas’s assistance to determine the additional fuel and purchased energy costs associated with these findings and file the analysis within sixty days of the order.  After a final determination of the costs is made by the APSC, Entergy Arkansas will be directed to refund that amount with interest to its customers as a credit on the energy cost recovery rider.  Entergy Arkansas requested rehearing of the order.Financial Statements

In February 2010 the APSC denied Entergy Arkansas’s request for rehearing, and held a hearing in September 2010 to determine the amount of damages, if any, that should be assessed against Entergy Arkansas.  A decision is pending.  Entergy Arkansas expects the amount of damages, if any, to have an immaterial effect on its results of operations, financial position, or cash flows.

The APSC also established a separate docket to consider the resolved railroad litigation, and in February 2010 it established a procedural schedule that concluded with testimony through September 2010.  The testimony was filed, and the APSC will decide the case based on the record in the proceeding.

In January 2014, Entergy Arkansas filed a motion with the APSC relating to its redetermination of its energy cost rate that was subsequently filed in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude $65.9 million of deferred fuel and purchased energy costs incurred in 2013 from the redetermination of its 2014 energy cost rate. The $65.9 million is an estimate of the incremental fuel and replacement energy costs that Entergy Arkansas incurred as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information is available regarding various claims associated with the ANO stator incident. The APSC approved Entergy Arkansas’s request in February 2014. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.Other Regulatory Liabilities

Entergy
78
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$815.9
 
$989.3
Vidalia purchased power agreement (Note 8) (b)
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators) (b)
111.1
 124.8
Income tax rate change - returned to electric and gas customers through retail rates (Note 2 - Retail Rate Proceedings)
74.7
 
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
48.6
 
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
44.4
 
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Asset retirement obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
39.1
 36.7
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
25.0
 32.1
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other68.4
 43.5
Entergy Total
$1,620.3
 
$1,588.5

Entergy Arkansas
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$297.2
 
$354.0
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
35.1
 
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
26.0
 
Other4.8
 9.6
Entergy Arkansas Total
$402.7
 
$363.6


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Entergy Louisiana
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$274.1
 
$323.7
Vidalia purchased power agreement (Note 8) (b)
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators) (b)
111.1
 124.8
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Income tax rate change - returned to electric customers through retail rates September 2018 through August 2019 (Note 2 - Retail Rate Proceedings)
49.9
 
Asset Retirement Obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
39.1
 36.7
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other33.4
 26.1
Entergy Louisiana Total
$748.8
 
$761.1

Entergy Louisiana recovers electric fuel and purchased power costs for the billing month based upon the level of such costs incurred two months prior to the billing month. Entergy Louisiana’s purchased gas adjustments include estimates for the billing month adjusted by a surcharge or credit that arises from an annual reconciliation of fuel costs incurred with fuel cost revenues billed to customers, including carrying charges.Mississippi
 2018 2017
 (In Millions)
Grand Gulf Over-Recovery - returned to customers through rate riders when rates are redetermined annually

$22.6
 
$—
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
9.3
 
Other1.7
 0.9
Entergy Mississippi Total
$33.6
 
$0.9

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through the fuel adjustment clause by Entergy Louisiana for the period from 2005 through 2009.  The LPSC staff issued its audit report in January 2013.  The LPSC staff recommended that Entergy Louisiana refund approximately $1.9 million, plus interest, to customers and realign the recovery of approximately $1 million from Entergy Louisiana’s fuel adjustment clause to base rates.  The recommended refund was made by Entergy Louisiana in May 2013 in the form of a credit to customers through its fuel adjustment clause filing. Two parties intervened in the proceeding. A procedural schedule was established for the identification of issues by the intervenors and for Entergy Louisiana to submit comments regarding the LPSC Staff report and any issues raised by intervenors. One intervenor sought further proceedings regarding certain issues it raised in its comments on the LPSC staff report. Entergy Louisiana filed responses to both the LPSC staff report and the issues raised by the intervenor. After conducting additional discovery, in April 2016 the LPSC staff consultant issued its supplemental audit report, which concluded that Entergy Louisiana was not imprudent on the issues raised by the intervenor. The intervenor has stated that it does not intend to pursue these issues further. In October 2016 the LPSC staff filed testimony affirming the recommendation in its audit report on the lone remaining issue that nuclear dry fuel storage costs should be realigned to base rates. The parties agreed to remove that remaining issue to a separate docket because the same issue is outstanding in the Entergy Gulf States Louisiana audit for the same time period. In November 2016 the LPSC approved the resolution of this audit and the creation of a new docket for the resolution of the proper method of recovery for nuclear dry fuel storage costs. In December 2016 the LPSC opened a new docket in order to resolve the issue regarding the proper methodology for the recovery of nuclear dry fuel storage costs. A procedural schedule has been established for this new docket, including an evidentiary hearing in June 2017.Texas
 2018 2017
 (In Millions)
Income tax rate change - refunded through a rate rider (Note 2 - Retail Rate Proceedings)

$23.1
 
$—
Advanced metering system surcharge (Note 2 - Advanced Metering Infrastructure (AMI) Filings)
16.5
 
Transition to competition costs - returned to customers through rate riders when rates are redetermined periodically
4.2
 4.8
Other4.1
 2.1
Entergy Texas Total
$47.9
 
$6.9

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that is was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognizes the dry cask storage recovery method issue will be addressed in the separate proceeding opened by the LPSC, and provides for a refund of $5 million to legacy Entergy Gulf States Louisiana customers and resolves all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period from 2010 through 2013. Discovery commenced in July 2015.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. Discovery commenced in July 2015.

In June 2016 the LPSC staff provided notice of an audit of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges

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Notes to Financial Statements


flowed through Entergy Louisiana’s fuel adjustment clauseSystem Energy
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)

$244.6
 
$311.6
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
25.0
 32.1
System Energy Total
$381.9
 
$456.0

(a)Offset by related asset.
(b)As a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to 21% effective January 2018, the Vidalia purchased power agreement regulatory liability was reduced by $30.5 million and the Louisiana Act 55 financing savings obligation regulatory liabilities were reduced by $25.0 million, with corresponding increases to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

Regulatory activity regarding the Tax Cuts and Jobs Act

See the “Other Tax Matters - Tax Cuts and Jobs Act” section in Note 3 to the financial statements for discussion of the period from 2014 through 2015effects of the December 2017 enactment of the Tax Cuts and charges flowed through Entergy Louisiana’s purchased gas adjustment clauseJobs Act, including its effects on Entergy’s and the Registrant Subsidiaries’ regulatory asset/liability for the period from 2012 through 2015. Discovery has not commenced.income taxes.

Entergy MississippiArkansas

Consistent with its previously stated intent to return unprotected excess accumulated deferred income taxes to customers as expeditiously as possible, Entergy Mississippi’s rate schedules include an energy cost recoveryArkansas initiated a tariff proceeding in February 2018 proposing to establish a tax adjustment rider that is adjusted annually to reflectprovide retail customers with certain tax benefits of $467 million associated with the Tax Act. For the residential customer class, unprotected excess accumulated deferred income taxes will be returned to customers over a 21-month period from April 2018 through December 2019. For all other customer classes, unprotected excess accumulated deferred income taxes were returned to customers over a nine-month period from April 2018 through December 2018. A true-up provision also was included in the rider, with any over- or under-recoveries.under-returned unprotected excess accumulated deferred income taxes to be credited or billed to customers during the billing month of January 2020, with any residual amounts of over- or under-returned unprotected excess accumulated deferred income taxes to be flowed through Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.

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 itsArkansas’s energy cost recovery rider. In March 2018 the APSC approved the tax adjustment rider effective with the first billing cycle of April 2018.

As discussed below, in July 2018, Entergy Arkansas made its formula rate plan filing to set its formula rate for the 2019 calendar year. A hearing was held in May 2018 regarding the APSC’s inquiries into the effects of the Tax Act, including Entergy Arkansas’s proposal to utilize its existing formula rate plan rider for its customers to realize the remaining benefits of the Tax Act. Entergy Arkansas’s formula rate plan rider includes a netting adjustment that compares actual annual results to the allowed rate of return on common equity. In July 2018 the APSC issued an order agreeing with Entergy Arkansas’s proposal to have the effects of the Tax Act on current income tax expense flow through Entergy Arkansas’s formula rate plan rider and with Entergy Arkansas’s treatment of protected and unprotected excess accumulated deferred income taxes. The interimAPSC also directed Entergy Arkansas to submit in the tax adjustment proposedrider proceeding, discussed above, the adjustments to all other riders affected by the Tax Act and to include an amendment for a net energy cost factor designed to collect overtrue up mechanism where a six-month periodrider affected by the under-recovered deferred fuel balance as of March 31, 2014 and also reflectedTax Act does not already contain 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 agreedtrue-up mechanism. Pursuant to a revised net energy cost factor that reflected the proposed interim adjustment with a reduction2018 settlement agreement 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. In November 2014,Arkansas’s formula rate plan proceeding, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider.  Due to lower gas prices and a lower deferred fuel balance, the redetermined annual factor was a decrease from the revised interim net energy cost factor.  In January 2015 the MPSC approved the redetermined annual factor effective January 30, 2015.

Entergy Mississippi had a deferred fuel over-recovery balance of $58.3 million as of May 31, 2015, along with an under-recovery balance of $12.3 million under the power management rider. Pursuant to those tariffs, in July 2015, Entergy Mississippi filed for interim adjustments under both the energy cost recovery rider and the power management rider to flow through to customers the approximately $46 million net over-recovery over a six-month period. In August 2015, the MPSC approved the interim adjustments effective with September 2015 bills. In November 2015, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included a projected over-recovery balance of $48 million projected through January 31, 2016. In January 2016 the MPSC approved the redetermined annual factor effective February 1, 2016. The MPSC further ordered, however, that due to the significant change in natural gas price forecasts since Entergy Mississippi’s filing in November 2015 Entergy Mississippi shall file a revised fuel factor with the MPSC no later than February 1, 2016. Pursuant to that order, Entergy Mississippi submitted a revised fuel factor. Additionally, because Entergy Mississippi’s projected over-recovery balance for the period ending January 31, 2016 was $68 million, in February 2016, Entergy Mississippi filed for another interim adjustment to the energy cost factor effective April 2016 to flow through to customers the projected over-recovery balance over a six-month period. That interim adjustment was approved by the MPSC in February 2016 effective for April 2016 bills.

In November 2016, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an over-recovery of less than $2 million as of September 30, 2016. In January 2017 the MPSC approved the annual factor effective with February 2017 bills. Also in January 2017 the MPSC certified to the Mississippi Legislature the audit reports of its independent auditors for the fuel year ending September 30, 2016. In its order, the MPSC expressly reserved the right to review and determine the recoverability of any and all purchased power expenditures made during fiscal year 2016.

Mississippi Attorney General Complaint

The Mississippi attorney general filed a complaint in state court in December 2008 against Entergy Corporation, Entergy Mississippi, Entergy Services, and Entergy Power alleging, among other things, violations of Mississippi statutes, fraud, and breach of good faith and fair dealing, and requesting an accounting and restitution.  The complaint is wide ranging and relates to tariffs and procedures under which Entergy Mississippi purchases power not generated in Mississippi to meet electricity demand.  Entergy believes the complaint is unfounded.  In December 2008 theArkansas also removed

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defendantthe net operating loss accumulated deferred income tax asset caused by the Tax Act from Entergy companies removedArkansas’s tax adjustment rider. Entergy Arkansas’s compliance tariff filings were accepted by the Attorney General’s lawsuitAPSC in October 2018.

Entergy Louisiana

In a formula rate plan settlement approved by the LPSC in April 2018 the parties agreed that Entergy Louisiana would return to U.S. District Courtcustomers one-half of its eligible unprotected excess deferred income taxes from May 2018 through December 2018 and return to customers the other half from January 2019 through August 2022. In addition, the settlement provided that in Jackson, Mississippi.  The Mississippi attorney general movedorder to remandflow back to customers certain other tax benefits created by the matterTax Act, Entergy Louisiana established a regulatory liability effective January 1, 2018 in the amount of $9.1 million per month to state court.  In August 2012 the District Court issued an opinion denying the Attorney General’s motion for remand, finding that the District Court has subject matter jurisdictionreflect these tax benefits already included in retail rates until new base rates under the Class Action Fairness Act.formula rate plan were established in September 2018, and this regulatory liability will be returned to customers over the September 2018 through August 2019 formula rate plan rate-effective period. The LPSC staff and intervenors in the settlement reserved the right to obtain data from Entergy Louisiana to confirm the determination of excess accumulated deferred income taxes resulting from the Tax Act and the analysis thereof as part of the formula rate plan review proceeding for the 2017 test year filing which, as discussed below, Entergy Louisiana filed in June 2018.

The defendant Entergy companies answeredMississippi

Entergy Mississippi filed its 2018 formula rate plan in March 2018 and included a proposal to return all of its unprotected excess accumulated deferred income taxes to customers through rates or in exchange for other assets, or a combination of both, by the complaintend of 2018. In June 2018 the MPSC approved a stipulation filed by Entergy Mississippi and filed a counterclaim for relief based upon the Mississippi Public Utilities ActStaff in Entergy Mississippi’s formula rate plan filing that addressed Entergy Mississippi’s 2018 formula rate plan evaluation report and the Federal Power Act.  In May 2009 the defendant Entergy companies filed a motion for judgment on the pleadings asserting grounds of federal preemption, the exclusive jurisdictionratemaking effects of the MPSC,Tax Act. The stipulation provided for incorporating the reduction of the statutory federal income tax rate through Entergy Mississippi’s formula rate plan. Entergy Mississippi’s formula rate plan includes a look-back evaluation report filing in March 2019 that will compare actual 2018 results to the allowed return on rate base. The stipulation approved in June 2018 provides for the flow-back of protected excess accumulated deferred income taxes over the remaining lives of the assets through the formula rate plan. The stipulation also provided for the offset of unprotected excess accumulated deferred income taxes of $127.2 million against net utility plant and factual errors$2.2 million against other regulatory assets, and the return to customers of the remaining balance of unprotected excess accumulated deferred income taxes as recovery of a portion of fuel oil inventory and customer bill credits over a three-month period from July 2018 through September 2018, with any true-up to be reflected in the Attorney General’s complaint.November 2018 power management rider filing. Entergy Mississippi recorded the reduction against net utility plant and other regulatory assets in June 2018. In September 2012third quarter 2018, Entergy Mississippi returned unprotected excess accumulated deferred income taxes of $25.8 million through customer bill credits and $5.8 million through the District Court heard oral argumentsale of fuel oil inventory. In November 2018, Entergy Mississippi’s annual redetermination of the annual factor to be applied under the power management rider included an insignificant true-up to the amount of unprotected excess accumulated deferred income taxes. In January 2019 the MPSC approved the proposed power management cost factor effective for February 2019 bills.

Entergy New Orleans

After enactment of the Tax Act the City Council passed a resolution ordering Entergy New Orleans to, effective January 1, 2018, record deferred regulatory liabilities to account for the Tax Act’s effect on Entergy’s motionEntergy New Orleans’s revenue requirement and to make a filing by mid-March 2018 regarding the Tax Act’s effects on Entergy New Orleans’s operating income and rate base and potential mechanisms for judgment oncustomers to receive benefits of the pleadings.Tax Act. The City Council’s resolution also directed Entergy New Orleans to request that Entergy Services file with the FERC for revisions of the Unit Power Sales Agreement and MSS-4 replacement tariffs to address the return of excess accumulated deferred income taxes. Entergy submitted filings of this type to the FERC.

In January 2014March 2018, Entergy New Orleans filed its response to the U.S. Supreme Court issuedresolution stating that the Tax Act reduced income tax expense from what was then reflected in rates by approximately $8.2 million annually for electric operations and

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by approximately $1.3 million annually for gas operations. In the filing, Entergy New Orleans proposed to return to customers from June 2018 through August 2019 the benefits of the reduction in income tax expense and its unprotected excess accumulated deferred income taxes through a decisioncombination of bill credits and investments in which it held that cases brought by attorneys general as the sole plaintiff to enforce state laws were not considered “mass actions” under the Class Action Fairness Act, so as to establish federal subject matter jurisdiction. One day later the Attorney General renewed his motion to remand theenergy efficiency programs, grid modernization, and Smart City projects. Entergy case back to state court, citing the U.S. Supreme Court’s decision. The defendantNew Orleans submitted supplemental information in April 2018 and May 2018. Shortly thereafter, Entergy companies responded to that motion reiterating the additional grounds asserted for federal question jurisdiction,New Orleans and the District Court held oral argument on the renewed motionCity Council’s advisors reached an agreement in principle that provides for benefits that will be realized by Entergy New Orleans customers through bill credits that started in July 2018 and offsets to remandfuture investments in February 2014. In April 2015 the District Court entered an order denying the renewed motion to remand, holding that the District Court has federal question subject matter jurisdiction. The Attorney General appealedenergy efficiency programs, grid modernization, and Smart City projects, as well as additional benefits related to the U.S. Fifth Circuit Court of Appealsfilings made at the denialFERC. The agreement in principle was approved by the City Council in June 2018.

Entergy Texas

After enactment of the motion to remand. In July 2015Tax Act the Fifth CircuitPUCT issued an order denyingrequiring most utilities, including Entergy Texas, beginning January 25, 2018, to record a regulatory liability for the appeal,difference between revenues collected under existing rates and revenues that would have been collected had existing rates been set using the new federal income tax rates and also for the balance of excess accumulated deferred income taxes. In both a memorandum issued prior to the open meeting when the order was discussed and during the discussions at the open meeting regarding the order, the PUCT indicated that it would consider utility earnings in determining the treatment of the liability and the Attorney General subsequently filed a petition for rehearingeffects of the request for interlocutory appeal, which was also denied. In December 2015 the District Court ordered that the parties submitTax Act. Entergy Texas had previously provided information to the court undisputedPUCT staff and disputed factsstated that it expected the PUCT to address the lower tax expense as part of Entergy Texas’s rate case expected to be filed in May 2018. Entergy Texas also stated that it would be inappropriate for the PUCT to require a refund of the reduction in income tax expense in 2018 resulting from the Act on a retroactive basis and without a comprehensive review of Entergy Texas’s cost of service and earned return on equity.

In May 2018, Entergy Texas filed its 2018 base rate case with the PUCT. Entergy Texas’s proposed rates and revenues reflected the inclusion of the federal income tax reductions due to the Tax Act. The PUCT issued an order in December 2018 establishing that 1) $25 million will be credited to customers through a rider to reflect the lower federal income tax rate applicable to Entergy Texas from January 2018 through the date new rates were implemented, 2) $242.5 million of protected excess accumulated deferred income taxes will be returned to customers through base rates under the average rate assumption method over the lives of the associated assets, and 3) $185.2 million of unprotected excess accumulated deferred income taxes will be returned to customers through a rider. The unprotected excess accumulated deferred income taxes rider will include carrying charges and will be in effect over a period of 12 months for larger customers and over a period of four years for other customers.

System Energy

In a filing made with the FERC in March 2018, Entergy proposed revisions to the Unit Power Sales Agreement, among other agreements, to reflect the effects of the Tax Act. In the filing System Energy proposed to return all of its unprotected excess accumulated deferred income taxes to its customers by the end of 2018. In May 2018 the FERC accepted System Energy’s proposed tax revisions with an effective date of June 1, 2018, subject to refund and the outcome of settlement and hearing procedures.  Settlement discussions are ongoing.


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Notes to Financial Statements


Fuel and purchased power cost recovery

The Utility operating companies are allowed to recover fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are material torecorded as fuel cost recovery revenues.  The difference between revenues collected and the Entergy defendants’ motion for judgmentcurrent fuel and purchased power costs is generally recorded as “Deferred fuel costs” on the pleadings,Utility operating companies’ financial statements.  The table below shows the amount of deferred fuel costs as well as supplemental briefs regarding the same. Those filings were made in January 2016.of December 31, 2018 and 2017 that Entergy expects to recover (or return to customers) through fuel mechanisms, subject to subsequent regulatory review.
 2018 2017
 (In Millions)
Entergy Arkansas (a)
$86.5
 
$130.4
Entergy Louisiana (b)
$136.7
 
$96.7
Entergy Mississippi
$8.0
 
$32.4
Entergy New Orleans (b)
$2.8
 
($3.7)
Entergy Texas
($19.7) 
($67.3)

(a)Includes $67.3 million in 2018 and $67.1 million in 2017 of fuel and purchased power costs whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.
(b)Includes $168.1 million in both years for Entergy Louisiana and $4.1 million in both years for Entergy New Orleans of fuel, purchased power, and capacity costs, which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.

Entergy Arkansas

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section below.

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the Attorney Generalredetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a mandamus petition$2.8 million payment by Entergy Arkansas associated with the U.S. Fifth Circuit Court of Appeals in which the Attorney General asked the Fifth Circuit to order the chief judge to reassign this case to another judge. In September 2016 the District Court denied the Entergy companies’ motion for judgment on the pleadings. The Entergy companies filed a motion seeking to amend the District Court’s order denying the Entergy companies’ motion for judgment on the pleadings and allowing an interlocutory appeal. In October 2016 the Fifth Circuit granted the Attorney General’s motion for writ of mandamus and directed the chief judge to assign the casecompliance filing pursuant to a new judge.March 2018 FERC order related to 2010 production costs. The case was reassigned in October 2016. In January 2017rates for the District Court denied the Entergy companies’ motion to amend the order denying the motion for judgment on the pleadings, and the parties2018 production cost allocation rider update are in the process of preparing a proposed case management order.effective July 2018 through June 2019.

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Notes to Financial Statements



Entergy New Orleans
 2018 2017
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)

$96.2
 
$102.8
Storm damage costs, including hurricane costs - recovered through retail rates and securitization (Note 2 - Storm Cost Recovery Filings with Retail Regulators)
70.4
 82.3
Removal costs - recovered through depreciation rates (Note 9)
49.3
 44.8
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (a)
4.5
 4.3
Unamortized loss on reacquired debt - recovered over term of debt
2.6
 3.0
Rate case costs - recovered over a 6-year period through September 2021 (Note 2 - Retail Rate Proceedings)
1.9
 2.6
Retail rate deferrals - recovered through rate riders as rates are redetermined monthly or annually

 4.4
Other4.9
 7.2
Entergy New Orleans Total
$229.8
 
$251.4


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Notes to Financial Statements


Entergy Texas
 2018 2017
 (In Millions)
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 5 - Entergy Texas Securitization Bonds)

$303.6
 
$386.1
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits, and Non-Qualified Pension Plans) (a)
171.8
 169.2
Removal costs - recovered through depreciation rates (Note 9)
50.9
 55.2
Transition to competition costs - recovered over a 15-year period through February 2021
26.7
 37.7
Neches and Sabine costs - recovered over a ten-year period through September 2028 (Note 2 - Retail Rate Proceedings) (b)
23.6
 
Unamortized loss on reacquired debt - recovered over term of debt
8.2
 8.7
Other13.2
 4.5
Entergy Texas Total
$598.0
 
$661.4

System Energy
 2018 2017
 (In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Other Postretirement Benefits) (a)

$179.3
 
$202.7
Asset retirement obligation - recovery dependent upon timing of decommissioning (Note 9) (a)
186.9
 169.1
Removal costs - recovered through depreciation rates (Note 9)
76.4
 67.9
Unamortized loss on reacquired debt - recovered over term of debt
3.8
 4.6
System Energy Total
$446.4
 
$444.3

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

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Notes to Financial Statements


Other Regulatory Liabilities

Entergy
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$815.9
 
$989.3
Vidalia purchased power agreement (Note 8) (b)
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators) (b)
111.1
 124.8
Income tax rate change - returned to electric and gas customers through retail rates (Note 2 - Retail Rate Proceedings)
74.7
 
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
48.6
 
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
44.4
 
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Asset retirement obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
39.1
 36.7
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
25.0
 32.1
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other68.4
 43.5
Entergy Total
$1,620.3
 
$1,588.5

Entergy Arkansas
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$297.2
 
$354.0
Internal restructuring guaranteed customer credits (Note 2 - Retail Rate Proceedings)
39.6
 
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
35.1
 
Grand Gulf over-recovery - will be refunded through rate riders as rates are redetermined annually
26.0
 
Other4.8
 9.6
Entergy Arkansas Total
$402.7
 
$363.6


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Notes to Financial Statements


Entergy Louisiana
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 16) (a)

$274.1
 
$323.7
Vidalia purchased power agreement (Note 8) (b)
139.7
 151.6
Louisiana Act 55 financing savings obligation (Note 2 - Storm Cost Recovery Filings with Retail Regulators) (b)
111.1
 124.8
Business combination guaranteed customer benefits - returned to customers through retail rates and fuel rates December 2015 through November 2024 (Note 2 - Entergy Louisiana and Entergy Gulf States Louisiana Business Combination)
50.8
 65.8
Income tax rate change - returned to electric customers through retail rates September 2018 through August 2019 (Note 2 - Retail Rate Proceedings)
49.9
 
Asset Retirement Obligation - return to customers dependent upon timing of decommissioning (Note 9) (a)
39.1
 36.7
Excess decommissioning recovery for Willow Glen - (Note 14 - Dispositions)
31.9
 
Removal costs - returned to customers through depreciation rates (Note 9)
18.8
 32.4
Other33.4
 26.1
Entergy Louisiana Total
$748.8
 
$761.1

Entergy Mississippi
 2018 2017
 (In Millions)
Grand Gulf Over-Recovery - returned to customers through rate riders when rates are redetermined annually

$22.6
 
$—
Future formula rate plan revenue reductions (Note 2 - Retail Rate Proceedings)
9.3
 
Other1.7
 0.9
Entergy Mississippi Total
$33.6
 
$0.9

Entergy Texas
 2018 2017
 (In Millions)
Income tax rate change - refunded through a rate rider (Note 2 - Retail Rate Proceedings)

$23.1
 
$—
Advanced metering system surcharge (Note 2 - Advanced Metering Infrastructure (AMI) Filings)
16.5
 
Transition to competition costs - returned to customers through rate riders when rates are redetermined periodically
4.2
 4.8
Other4.1
 2.1
Entergy Texas Total
$47.9
 
$6.9


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Notes to Financial Statements


System Energy
 2018 2017
 (In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)

$244.6
 
$311.6
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions)
67.9
 67.9
Entergy Arkansass accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and the FERC
44.4
 44.4
Entergy Mississippis accumulated accelerated Grand Gulf amortization - amortized and credited through the Unit Power Sales Agreement
25.0
 32.1
System Energy Total
$381.9
 
$456.0

(a)Offset by related asset.
(b)As a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to 21% effective January 2018, the Vidalia purchased power agreement regulatory liability was reduced by $30.5 million and the Louisiana Act 55 financing savings obligation regulatory liabilities were reduced by $25.0 million, with corresponding increases to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

Regulatory activity regarding the Tax Cuts and Jobs Act

See the “Other Tax Matters - Tax Cuts and Jobs Act” section in Note 3 to the financial statements for discussion of the effects of the December 2017 enactment of the Tax Cuts and Jobs Act, including its effects on Entergy’s and the Registrant Subsidiaries’ regulatory asset/liability for income taxes.

Entergy Arkansas

Consistent with its previously stated intent to return unprotected excess accumulated deferred income taxes to customers as expeditiously as possible, Entergy Arkansas initiated a tariff proceeding in February 2018 proposing to establish a tax adjustment rider to provide retail customers with certain tax benefits of $467 million associated with the Tax Act. For the residential customer class, unprotected excess accumulated deferred income taxes will be returned to customers over a 21-month period from April 2018 through December 2019. For all other customer classes, unprotected excess accumulated deferred income taxes were returned to customers over a nine-month period from April 2018 through December 2018. A true-up provision also was included in the rider, with any over- or under-returned unprotected excess accumulated deferred income taxes to be credited or billed to customers during the billing month of January 2020, with any residual amounts of over- or under-returned unprotected excess accumulated deferred income taxes to be flowed through Entergy Arkansas’s energy cost recovery rider. In March 2018 the APSC approved the tax adjustment rider effective with the first billing cycle of April 2018.

As discussed below, in July 2018, Entergy Arkansas made its formula rate plan filing to set its formula rate for the 2019 calendar year. A hearing was held in May 2018 regarding the APSC’s inquiries into the effects of the Tax Act, including Entergy Arkansas’s proposal to utilize its existing formula rate plan rider for its customers to realize the remaining benefits of the Tax Act. Entergy Arkansas’s formula rate plan rider includes a netting adjustment that compares actual annual results to the allowed rate of return on common equity. In July 2018 the APSC issued an order agreeing with Entergy Arkansas’s proposal to have the effects of the Tax Act on current income tax expense flow through Entergy Arkansas’s formula rate plan rider and with Entergy Arkansas’s treatment of protected and unprotected excess accumulated deferred income taxes. The APSC also directed Entergy Arkansas to submit in the tax adjustment rider proceeding, discussed above, the adjustments to all other riders affected by the Tax Act and to include an amendment for a true up mechanism where a rider affected by the Tax Act does not already contain a true-up mechanism. Pursuant to a 2018 settlement agreement in Entergy Arkansas’s formula rate plan proceeding, Entergy Arkansas also removed

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the net operating loss accumulated deferred income tax asset caused by the Tax Act from Entergy Arkansas’s tax adjustment rider. Entergy Arkansas’s compliance tariff filings were accepted by the APSC in October 2018.

Entergy Louisiana

In a formula rate plan settlement approved by the LPSC in April 2018 the parties agreed that Entergy Louisiana would return to customers one-half of its eligible unprotected excess deferred income taxes from May 2018 through December 2018 and return to customers the other half from January 2019 through August 2022. In addition, the settlement provided that in order to flow back to customers certain other tax benefits created by the Tax Act, Entergy Louisiana established a regulatory liability effective January 1, 2018 in the amount of $9.1 million per month to reflect these tax benefits already included in retail rates until new base rates under the formula rate plan were established in September 2018, and this regulatory liability will be returned to customers over the September 2018 through August 2019 formula rate plan rate-effective period. The LPSC staff and intervenors in the settlement reserved the right to obtain data from Entergy Louisiana to confirm the determination of excess accumulated deferred income taxes resulting from the Tax Act and the analysis thereof as part of the formula rate plan review proceeding for the 2017 test year filing which, as discussed below, Entergy Louisiana filed in June 2018.

Entergy Mississippi

Entergy Mississippi filed its 2018 formula rate plan in March 2018 and included a proposal to return all of its unprotected excess accumulated deferred income taxes to customers through rates or in exchange for other assets, or a combination of both, by the end of 2018. In June 2018 the MPSC approved a stipulation filed by Entergy Mississippi and the Mississippi Public Utilities Staff in Entergy Mississippi’s formula rate plan filing that addressed Entergy Mississippi’s 2018 formula rate plan evaluation report and the ratemaking effects of the Tax Act. The stipulation provided for incorporating the reduction of the statutory federal income tax rate through Entergy Mississippi’s formula rate plan. Entergy Mississippi’s formula rate plan includes a look-back evaluation report filing in March 2019 that will compare actual 2018 results to the allowed return on rate base. The stipulation approved in June 2018 provides for the flow-back of protected excess accumulated deferred income taxes over the remaining lives of the assets through the formula rate plan. The stipulation also provided for the offset of unprotected excess accumulated deferred income taxes of $127.2 million against net utility plant and $2.2 million against other regulatory assets, and the return to customers of the remaining balance of unprotected excess accumulated deferred income taxes as recovery of a portion of fuel oil inventory and customer bill credits over a three-month period from July 2018 through September 2018, with any true-up to be reflected in the November 2018 power management rider filing. Entergy Mississippi recorded the reduction against net utility plant and other regulatory assets in June 2018. In third quarter 2018, Entergy Mississippi returned unprotected excess accumulated deferred income taxes of $25.8 million through customer bill credits and $5.8 million through the sale of fuel oil inventory. In November 2018, Entergy Mississippi’s annual redetermination of the annual factor to be applied under the power management rider included an insignificant true-up to the amount of unprotected excess accumulated deferred income taxes. In January 2019 the MPSC approved the proposed power management cost factor effective for February 2019 bills.

Entergy New Orleans

After enactment of the Tax Act the City Council passed a resolution ordering Entergy New Orleans to, effective January 1, 2018, record deferred regulatory liabilities to account for the Tax Act’s effect on Entergy New Orleans’s revenue requirement and to make a filing by mid-March 2018 regarding the Tax Act’s effects on Entergy New Orleans’s operating income and rate base and potential mechanisms for customers to receive benefits of the Tax Act. The City Council’s resolution also directed Entergy New Orleans to request that Entergy Services file with the FERC for revisions of the Unit Power Sales Agreement and MSS-4 replacement tariffs to address the return of excess accumulated deferred income taxes. Entergy submitted filings of this type to the FERC.

In March 2018, Entergy New Orleans filed its response to the resolution stating that the Tax Act reduced income tax expense from what was then reflected in rates by approximately $8.2 million annually for electric operations and

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by approximately $1.3 million annually for gas operations. In the filing, Entergy New Orleans proposed to return to customers from June 2018 through August 2019 the benefits of the reduction in income tax expense and its unprotected excess accumulated deferred income taxes through a combination of bill credits and investments in energy efficiency programs, grid modernization, and Smart City projects. Entergy New Orleans submitted supplemental information in April 2018 and May 2018. Shortly thereafter, Entergy New Orleans and the City Council’s advisors reached an agreement in principle that provides for benefits that will be realized by Entergy New Orleans customers through bill credits that started in July 2018 and offsets to future investments in energy efficiency programs, grid modernization, and Smart City projects, as well as additional benefits related to the filings made at the FERC. The agreement in principle was approved by the City Council in June 2018.

Entergy Texas

After enactment of the Tax Act the PUCT issued an order requiring most utilities, including Entergy Texas, beginning January 25, 2018, to record a regulatory liability for the difference between revenues collected under existing rates and revenues that would have been collected had existing rates been set using the new federal income tax rates and also for the balance of excess accumulated deferred income taxes. In both a memorandum issued prior to the open meeting when the order was discussed and during the discussions at the open meeting regarding the order, the PUCT indicated that it would consider utility earnings in determining the treatment of the liability and the effects of the Tax Act. Entergy Texas had previously provided information to the PUCT staff and stated that it expected the PUCT to address the lower tax expense as part of Entergy Texas’s rate case expected to be filed in May 2018. Entergy Texas also stated that it would be inappropriate for the PUCT to require a refund of the reduction in income tax expense in 2018 resulting from the Act on a retroactive basis and without a comprehensive review of Entergy Texas’s cost of service and earned return on equity.

In May 2018, Entergy Texas filed its 2018 base rate case with the PUCT. Entergy Texas’s proposed rates and revenues reflected the inclusion of the federal income tax reductions due to the Tax Act. The PUCT issued an order in December 2018 establishing that 1) $25 million will be credited to customers through a rider to reflect the lower federal income tax rate applicable to Entergy Texas from January 2018 through the date new rates were implemented, 2) $242.5 million of protected excess accumulated deferred income taxes will be returned to customers through base rates under the average rate assumption method over the lives of the associated assets, and 3) $185.2 million of unprotected excess accumulated deferred income taxes will be returned to customers through a rider. The unprotected excess accumulated deferred income taxes rider will include carrying charges and will be in effect over a period of 12 months for larger customers and over a period of four years for other customers.

System Energy

In a filing made with the FERC in March 2018, Entergy proposed revisions to the Unit Power Sales Agreement, among other agreements, to reflect the effects of the Tax Act. In the filing System Energy proposed to return all of its unprotected excess accumulated deferred income taxes to its customers by the end of 2018. In May 2018 the FERC accepted System Energy’s proposed tax revisions with an effective date of June 1, 2018, subject to refund and the outcome of settlement and hearing procedures.  Settlement discussions are ongoing.


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Fuel and purchased power cost recovery

The Utility operating companies are allowed to recover fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are recorded as fuel cost recovery revenues.  The difference between revenues collected and the current fuel and purchased power costs is generally recorded as “Deferred fuel costs” on the Utility operating companies’ financial statements.  The table below shows the amount of deferred fuel costs as of December 31, 2018 and 2017 that Entergy expects to recover (or return to customers) through fuel mechanisms, subject to subsequent regulatory review.
 2018 2017
 (In Millions)
Entergy Arkansas (a)
$86.5
 
$130.4
Entergy Louisiana (b)
$136.7
 
$96.7
Entergy Mississippi
$8.0
 
$32.4
Entergy New Orleans (b)
$2.8
 
($3.7)
Entergy Texas
($19.7) 
($67.3)

(a)Includes $67.3 million in 2018 and $67.1 million in 2017 of fuel and purchased power costs whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.
(b)Includes $168.1 million in both years for Entergy Louisiana and $4.1 million in both years for Entergy New Orleans of fuel, purchased power, and capacity costs, which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.

Entergy Arkansas

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section below.

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

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Energy Cost Recovery Rider

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

In January 2014, Entergy Arkansas filed a motion with the APSC relating to its upcoming energy cost rate redetermination filing that was made in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude from the redetermination of its 2014 energy cost rate $65.9 million of incremental fuel and replacement energy costs incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information was available regarding various claims associated with the ANO stator incident. In February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018 the APSC general staff notified

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Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Entergy Louisiana

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

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit included a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that it was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained the positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognized the dry cask storage recovery method issue, which was addressed in the separate proceeding approved by the LPSC in October 2017, provided for a refund of $5 million, which was made to legacy Entergy Gulf States Louisiana customers in December 2016, and resolved all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of the fuel adjustment clause filings by Entergy Gulf States Louisiana, whose business was combined with Entergy Louisiana in 2015. The audit includes a review of the reasonableness of charges flowed through Entergy Gulf States Louisiana’s fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $900,000, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $7.3 million, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In June 2016 the LPSC staff provided notice of audits of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s fuel adjustment clause for the period from 2014 through 2015 and charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2012 through 2015. Discovery commenced in March 2017. No report of audit has been issued.

In May 2018 the LPSC staff provided notice of audits of Entergy Louisiana’s purchased gas adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2016 through 2017.  Discovery commenced in September 2018.  No report of audit has been issued.


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Entergy Mississippi

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

In November 2015, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included a projected over-recovery balance of $48 million projected through January 31, 2016. In January 2016 the MPSC approved the redetermined annual factor effective February 1, 2016. The MPSC further ordered, however, that due to the significant change in natural gas price forecasts since Entergy Mississippi’s filing in November 2015 Entergy Mississippi should file a revised fuel factor with the MPSC no later than February 1, 2016. Pursuant to that order, Entergy Mississippi submitted a revised fuel factor. Additionally, because Entergy Mississippi’s projected over-recovery balance for the period ending January 31, 2016 was $68 million, in February 2016, Entergy Mississippi filed for another interim adjustment to the energy cost factor effective April 2016 to flow through to customers the projected over-recovery balance over a six-month period. That interim adjustment was approved by the MPSC in February 2016 effective for April 2016 bills.

In November 2016, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an over-recovery of less than $2 million as of September 30, 2016. In January 2017 the MPSC approved the annual factor effective with February 2017 bills. Also in January 2017 the MPSC certified to the Mississippi Legislature the audit reports of its independent auditors for the fuel year ending September 30, 2016. In its order, the MPSC expressly reserved the right to review and determine the recoverability of any and all purchased power expenditures made during fiscal year 2016. The MPSC hired independent auditors to conduct an annual operations audit and a financial audit. The independent auditors issued their audit reports in December 2017. The audit reports included several recommendations for action by Entergy Mississippi but did not recommend any cost disallowances. In January 2018 the MPSC certified the audit reports to the Mississippi Legislature. In November 2017 the Public Utilities Staff separately engaged a consultant to review the outage at the Grand Gulf Nuclear Station that began in 2016. The review is currently in progress.

In November 2017, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an under-recovery of approximately $61.5 million as of September 30, 2017. Entergy Mississippi proposed a two-tiered energy cost factor designed to promote overall rate stability throughout 2018 particularly during the summer months. In January 2018 the MPSC approved the proposed energy cost factors effective for February 2018 bills.

In November 2018, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an under-recovery of approximately $57 million as of September 30, 2018. In January 2019 the MPSC approved the proposed energy cost factor effective for February 2019 bills.

Mississippi Attorney General Complaint

The Mississippi Attorney General filed a complaint in state court in December 2008 against Entergy Corporation, Entergy Mississippi, Entergy Services, and Entergy Power alleging, among other things, violations of Mississippi statutes, fraud, and breach of good faith and fair dealing, and requesting an accounting and restitution.  The complaint is wide ranging and relates to tariffs and procedures under which Entergy Mississippi purchases power not generated in Mississippi to meet electricity demand.  Entergy believes the complaint is unfounded.  In December 2008 the defendant Entergy companies removed the Attorney General’s lawsuit to U.S. District Court in Jackson, Mississippi. In June 2010 the MPSC authorized the deferral of certain legal expenses associated with this litigation until it is resolved. As of December 31, 2018, Entergy Mississippi has a regulatory asset of $23.6 million for these deferred legal expenses. Pre-trial and settlement conferences were held in October 2018. In October 2018 the District Court rescheduled the trial to April 2019.

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Entergy New Orleans

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

Due to higher fuel costs associated in part with the extended Grand Gulf outage and the partially simultaneous Union Power Block 1 planned outage, for the December 2016, January 2017, and February 2017 billing months, the City Council authorized Entergy New Orleans to cap the fuel adjustment charge billed to customers at $0.035 per kWh and to defer billing of all fuel costs in excess of the capped amount by including such costs in the over- or under-recovery account.


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Entergy Texas

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, not recovered in base rates.   Semi-annual revisions of the fixed fuel factor are made in March and September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT. A fuel reconciliation is required to be filed at least once every three years and outside of a base rate case filing.
        
In August 2014, Entergy Texas filed an application seeking PUCT approval to implement an interim fuel refund of approximately $24.6 million for over-collected fuel costs incurred during the months of November 2012 through April 2014. This refund resulted from (i) applying $48.6 million in bandwidth remedy payments that Entergy Texas received in May 2014 related to the June - December 2005 period to Entergy Texas’s $8.7 million under-recovered fuel balance as of April 30, 2014 and (ii) netting that fuel balance against the $15.3 million bandwidth remedy payment that Entergy Texas made related to calendar year 2013 production costs. Also in August 2014, Entergy Texas filed an unopposed motion for interim rates to implement these refunds for most customers over a two-month period commencing with September 2014. The PUCT issued its order approving the interim relief in August 2014 and Entergy Texas completed the refunds in October 2014. Parties intervened in this matter, and all parties agreed that the proceeding should be bifurcated such that the proposed interim refund would become final in a separate proceeding, which refund was approved by the PUCT in March 2015.   In July 2015 certain parties filed briefs in the opena PUCT proceeding asserting that Entergy Texas should refund to retail customers an additional $10.9 million in bandwidth remedy payments Entergy Texas received related to calendar year 2006 production costs.  In October 2015 an ALJ issued a proposal for decision recommending that the additional $10.9 million in bandwidth remedy payments be refunded to retail customers. In January 2016 the PUCT issued its order affirming the ALJ’s recommendation, and Entergy Texas filed a motion for rehearing of the PUCT’s decision, which the PUCT denied. In March 2016, Entergy Texas filed a complaint in Federal District Court for the Western District of Texas and a petition in the Travis County (State) District Court appealing the PUCT’s decision. The federal appeal was heard in December 2016, andpending appeals did not stay the Federal District Court granted Entergy Texas’s requested relief. In January 2017 the PUCT and an intervenor filed petitions for appeal to the U.S. Court of Appeals for the Fifth Circuit of the Federal District Court ruling. The State District Court appeal remains pending.PUCT’s decision. In April 2016, Entergy Texas filed with the PUCT an application to refund to customers approximately $56.2 million. The refund resulted from (i) $41.8 million of fuel cost recovery over-collections through February 2016, (ii) the $10.9 million in bandwidth remedy payments, discussed above, that Entergy Texas received related to calendar year 2006 production costs, and (iii) $3.5 million in bandwidth remedy payments that Entergy Texas received related to 2006-2008 production costs. In June 2016, Entergy Texas filed an unopposed settlement agreement that added additional over-recovered fuel costs for the months of March and April 2016. The settlement resulted in a $68 million refund. The ALJ approved the refund on an interim basis to beand it was made to most customers over a four-month period beginning with the first billing cycle of July 2016. In July 2016 the PUCT issued an order approving the interim refund. The federal appeal of the PUCT’s January 2016 decision was heard in December 2016, and the Federal District Court granted Entergy Texas’s requested relief. In January 2017 the PUCT and an intervenor filed petitions for appeal of the Federal District Court ruling to the U.S. Court of Appeals for the Fifth Circuit. Oral argument was held before the Fifth Circuit in February 2018. In April 2018 the Fifth Circuit reversed the decision of the Federal District Court, reinstating the original PUCT decision. In October 2018, Entergy Texas filed notice of nonsuit in its appeal to the Travis County District Court regarding the PUCT’s January 2016 decision.

In July 2016, Entergy Texas filed an application to reconcile its fuel and purchased power costs for the period April 1, 2013 through March 31, 2016. Under a recent PUCT rule change, a fuel reconciliation is required to be filed at least once every three years and outside of a base rate case filing. During the reconciliation period, Entergy Texas incurred approximately $1.77 billion in Texas jurisdictional eligible fuel and purchased power expenses, net of certain revenues credited to such expenses and other adjustments. Entergy Texas estimated an over-recovery balance of approximately $19.3 million, including interest, which Entergy Texas requested authority to carry over as the beginning balance for the subsequent reconciliation period beginning Apri1April 2016. Entergy Texas also noted, however, that the estimated $19.3 million over collection was being refunded to customers as a portion of the interim fuel refund beginning with the first billing cycle of July 2016, discussed above. Entergy Texas also is requestingrequested a prudence finding for each of the fuel-related contracts and arrangements entered into or modified during the reconciliation period that have not been reviewed by the PUCT in a prior proceeding. In December 2016, Entergy Texas entered into a stipulation and settlement agreement resulting

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in a $6 million disallowance not associated with any particular issue raised and a refund of the over-recovery balance of $21 million as of November 30, 2016, to most customers beginning April 2017 through June 2017. This settlement was developed concurrently with the stipulation and settlement agreement in the 2016 transmission cost recovery factor rider amendment discussed below, and the terms and conditions in both settlements are interdependent. PUCT action on the stipulations andThe fuel reconciliation settlement agreements is pending.

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At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approvalapproved by the PUCT of purchased power agreements.in March 2017 and the refunds were made.

In June 2017, Entergy Texas has not exercisedfiled an application for a fuel refund of approximately $30.7 million for the option to recover its capacity costs undermonths of December 2016 through April 2017. For most customers, the new rider mechanism, but will continue to evaluaterefunds flowed through bills for the benefitsmonths of utilizingJuly 2017 through September 2017. The fuel refund was approved by the new rider to recover future capacity costs.PUCT in August 2017.

In December 2017, Entergy Texas filed an application for a fuel refund of approximately $30.5 million for the months of May 2017 through October 2017. Also in December 2017, the PUCT’s ALJ approved the refund on an interim basis. For most customers, the refunds flowed through bills from January 2018 through March 2018. The fuel refund was approved by the PUCT in March 2018.
Retail Rate Proceedings

Filings with the APSC (Entergy Arkansas)

Retail Rates

2013 Base Rate Filing

In March 2013, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing assumed Entergy Arkansas’s transition to MISO in December 2013, and requested a rate increase of $174 million, including $49 million of revenue being transferred from collection in riders to base rates. The filing also proposed a new transmission rider and a capacity cost recovery rider. The filing requested a 10.4% return on common equity. In September 2013, Entergy Arkansas filed testimony reflecting an updated rate increase request of $145 million, with no change to its requested return on common equity of 10.4%. Hearings in the proceeding began in October 2013, and in December 2013 the APSC issued an order. The order authorized a base rate increase of $81 million and included an authorized return on common equity of 9.3%. The order allowed Entergy Arkansas to amortize its human capital management costs over a three-and-a-half year period. New rates under the January 2014 order were implemented in the first billing cycle of March 2014 and were effective as of January 2014. Additionally, in January 2014, Entergy Arkansas filed a petition for rehearing or clarification of several aspects of the APSC’s order, including the 9.3% authorized return on common equity. In February 2014 the APSC granted Entergy Arkansas’s petition for the purpose of considering the additional evidence identified by Entergy Arkansas. In August 2014 the APSC issued an order amending certain aspects of the original order, including providing for a 9.5% authorized return on common equity. Pursuant to the August 2014 order, revised rates were effective for all bills rendered after December 31, 2013 and were implemented in the first billing cycle of October 2014.

2015 Base Rate Filing

In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In September 2015 the APSC staff and intervenors filed direct testimony, with the APSC staff recommending a revenue requirement of $217.9 million and a 9.65% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. A settlement hearing was held in January 2016. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016,

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to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.

2016 Formula Rate Plan Filing
    
In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016

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a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved thea settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. The APSC indicated that a procedural schedule would be set by subsequent order to obtain the additional information. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017. In April 2017, Entergy Arkansas filed a motion consented to by all parties requesting that it be permitted to submit the supplemental information requested by the APSC in conjunction with its 2017 formula rate plan filing, which was subsequently made in July 2017 and is discussed below. In May 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a concurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

Advanced Metering Infrastructure (AMI)2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that projected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.
2018 Formula Rate Plan Filing

In September 2016,July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7 million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in February 2019, and the APSC has not indicated when a decision on those issues can be expected.

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Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018, Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Internal Restructuring

In November 2017, Entergy Arkansas filed an application seeking an order fromwith the APSC findingseeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s deployment of AMI isfiling. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the public interest.APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas proposedwill credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable networkTexas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to support such communications; and implement support systems. AMI is intended to serve as the foundation ofa new subsidiary, Entergy Arkansas’s modernized power grid. The filing identifiedArkansas Power, LLC, a number of quantified and unquantified benefits,Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customersPower assumed substantially all of $431 million.the liabilities of Entergy Arkansas, also soughtInc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to continue to include in rate base the remaining book value at December 31, 2015, approximately $57 million,an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of existing meters that will be retired as partEntergy Corporation). As a result of the AMI deployment and also to depreciate those assets using current depreciation rates.contribution, Entergy Arkansas proposedPower is a 15-year depreciable life for the new advanced meters, the three-year deploymentwholly-owned subsidiary of which is expectedEntergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to begin in 2019. SubjectEntergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to approval by the APSC, deploymentEntergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the communications network is expected to begin in 2018.assets, and assumed substantially all of the liabilities, of Entergy Arkansas, proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings. In order to have certainty around its 2018 projected AMI deployment costs, Entergy Arkansas sought an order from the APSC prior to the hearing on its expected 2017 formula rate plan filing in the fourth quarter 2017. In January 2017 the APSC approvedInc. The transaction was accounted for as a procedural schedule that provides for a hearing in August 2017.transaction between entities under common control.

Filings with the LPSC (Entergy Louisiana)

Retail Rates - Electric

2013 Rate Cases

In connection with its decision to extend the formula rate plan to the 2011 test year, the LPSC required that a base rate case be filed by Entergy Gulf States Louisiana, and the required filing was made in February 2013. The filing anticipated Entergy Gulf States Louisiana’s integration into MISO. In the filing Entergy Gulf States Louisiana requested, among other relief:

authorization to increase the revenue it collects from customers by approximately $24 million;
an authorized return on common equity of 10.4%;

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authorization to increase depreciation rates embedded in the proposed revenue requirement; and,
authorization to implement a three-year formula rate plan: with a midpoint return on common equity of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-setting of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement on the basis of a forward-looking test year as compared to the initial base year of 2014 with an annual true-up, that would retain the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Gulf States Louisiana sharing mechanism for earnings outside the deadband, and a capacity rider mechanism that would permit recovery of incremental capacity additions approved by the LPSC.
Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. Major terms of the settlement included approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effect for Entergy Gulf States Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items, such as the Ninemile 6 project, and certain special recovery items; (3) three-year amortization of costs to achieve savings associated with the human capital management strategic imperative, with savings to be reflected as they are realized in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend, without carrying costs, beginning December 2014, provided, however, that amortization of these costs shall not result in a future rate increase; (5) no change in rates related to test year 2013, except with respect to recovery of the non-fuel MISO-related costs and any changes to the additional capacity revenue requirement; and (6) no increase in rates related to test year 2014, except for those items eligible for recovery outside of the earnings sharing mechanism. Existing depreciation rates did not change. Implementation of rate changes for items recoverable outside of the earnings sharing mechanism occurred in December 2014.

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. In November 2014, Entergy Gulf States Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data. Based on this updated filing, a net increase of $5.8 million in formula rate plan revenue to be collected over nine months was implemented in December 2014. The compliance filings were subject to LPSC review in accordance with the review process set forth in Entergy Gulf States Louisiana’s formula rate plan.

In November 2011 the LPSC approved a one-year extension of Entergy Louisiana’s formula rate plan.  In connection with its decision to extend the formula rate plan to the 2011 test year, the LPSC required that a base rate case be filed by Entergy Louisiana, and the required filing was made on February 15, 2013. The filing anticipated Entergy Louisiana’s integration into MISO. In the filing Entergy Louisiana requested, among other relief:

authorization to increase the revenue it collects from customers by approximately $145 million (which does not take into account a revenue offset of approximately $2 million resulting from a proposed increase for those customers taking service under the Qualifying Facility Standby Service);
an authorized return on common equity of 10.4%;
authorization to increase depreciation rates embedded in the proposed revenue requirement; and
authorization to implement a three-year formula rate plan: with a midpoint return on common equity of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-setting of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement on the basis of a forward-looking test year as compared to the initial base year of 2014 with an annual true-up, that would retain the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Louisiana sharing mechanism for earnings outside the deadband, and a capacity rider mechanism that would permit recovery of incremental capacity additions approved by the LPSC.

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Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. The settlement provided for a $10 million rate increase effective with the first billing cycle of December 2014. Major terms of the settlement included approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effect for Entergy Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items, such as the Ninemile 6 project, and certain special recovery items; (3) three-year amortization of costs to achieve savings associated with the human capital management strategic imperative, with savings reflected as they are realized in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend, without carrying costs, beginning December 2014, provided, however, that amortization of these costs shall not result in a future rate increase; (5) recovery of non-fuel MISO-related costs and any changes to the additional capacity revenue requirement related to test year 2013 effective with the first billing cycle of December 2014; and (6) a cumulative $30 million cap on cost of service increases over the three-year formula rate plan cycle, except for those items outside of the sharing mechanism. Existing depreciation rates did not change.
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. In November 2014, Entergy Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data, as well as providing for a refund and prospective reduction in rates for the true-up of the estimated revenue requirement for the Waterford 3 replacement steam generator project. Based on this updated filing, a net increase of $41.6 million in formula rate plan revenue to be collected over nine months was implemented in December 2014. The compliance filings were subject to LPSC review in accordance with the review process set forth in Entergy Louisiana’s formula rate plan. LPSC staff identified five issues, of which one remains in the compliance proceeding. That issue pertains to Entergy Louisiana’s method of collecting the agreed-upon $10 million increase. No procedural schedule has been established, however, to address the issue. By stipulation among the parties, the final issue raised by the LPSC staff regarding the appropriate level of refunds related to the Waterford 3 replacement steam generator project will be resolved in connection with the Waterford 3 prudence review proceedings discussed below.

2014 Formula Rate Plan Filing

In connection with the approval of the business combination of Entergy Gulf States Louisiana and Entergy Louisiana, the LPSC authorized the filing of a single, joint, formula rate plan evaluation report for Entergy Gulf States Louisiana’s and Entergy Louisiana’s 2014 calendar year operations. The joint evaluation report was filed in September 2015 and reflects an earned return on common equity of 9.09%. As such, no adjustment to base formula rate plan revenue was required. The following adjustments were required under the formula rate plan, however: a decrease in the additional capacity mechanism for Entergy Louisiana of $17.8 million; an increase in the additional capacity mechanism for Entergy Gulf States Louisiana of $4.3 million; and a reduction of $5.5 million to the MISO cost recovery mechanism to collect approximately $35.7 million on a combined-company basis. Under the order approving the business combination, following completion of the prescribed review period, rates were implemented with the first billing cycle of December 2015, subject to refund. See “Entergy Louisiana and Entergy Gulf States Louisiana Business Combination” below for further discussion of the business combination.

2015 Formula Rate Plan Filing

In May 2016, Entergy Louisiana filed its formula rate plan evaluation report for its 2015 calendar year operations. The evaluation report reflectsreflected an earned return on common equity of 9.07%. As such, no adjustment to base formula rate plan revenue iswas required. The following other adjustments, however, arewere required under the formula rate plan: an increase in the legacy Entergy Louisiana additional capacity mechanism of $14.2 million; a separate increase in legacy Entergy Louisiana revenue of $10 million primarily to reflect the effects of the termination of the System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of

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System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of $0.5$0.5 million; a decrease in legacy Entergy Gulf States Louisiana revenue of $58.7 million primarily to reflect the effects of the termination of the System Agreement; and an increase of $11 million to the MISO cost recovery mechanism. Rates were implemented with the first billing cycle of September 2016, subject to refund. Following implementation of the as-filed rates in September 2016, there have beenwere several interim updates to Entergy Louisiana’s formula rate plan, including the most recent adjustmentone submitted in December 2016, reflecting implementation of the settlement of the Waterford 3 replacement steam generator project prudence review described below. Also pursuantIn June 2017 the LPSC staff and Entergy Louisiana filed a joint report of proceedings, which was accepted by the LPSC in June 2017, finalizing the results of the May 2016 evaluation report, interim updates, and corresponding proceedings with no changes to rates already implemented.

2016 Formula Rate Plan Filing

In May 2017, Entergy Louisiana filed its formula rate plan evaluation report for its 2016 calendar year operations. The evaluation report reflected an earned return on common equity of 9.84%. As such, no adjustment to base formula rate plan revenue was required. Adjustments, however, were required under the formula rate plan; the 2016 formula rate plan evaluation report showed a decrease in formula rate plan revenue of approximately $16.9 million, comprised of a decrease in legacy Entergy Louisiana formula rate plan revenue of $3.5 million, a decrease in legacy Entergy Gulf States Louisiana formula rate plan revenue of $9.7 million, and a decrease in incremental formula rate plan revenue of $3.7 million. Additionally, the formula rate plan evaluation report called for a decrease of $40.5 million in the MISO cost recovery revenue requirement from $46.8 million to $6.3 million. Rates reflecting these adjustments were implemented with the first billing cycle of September 2017, subject to refund. In September 2017 the LPSC issued its report indicating that no changes to Entergy Louisiana’s original formula rate plan rider, in November 2016,evaluation report were required but reserved for several issues, including Entergy Louisiana’s September 2017 update to its formula rate plan evaluation report.  In July 2018, Entergy Louisiana submittedand the LPSC staff filed an unopposed joint report setting forth a correction to the annualization calculation, the effect of which was a net $3.5 million revenue requirement reduction and indicating that there are no outstanding issues with the 2016 formula rate plan report, the supplemental report, or the interim updates.  In September 2018 the LPSC approved the unopposed joint report.

Formula Rate Plan Extension Through 2019 Test Year

In August 2017, Entergy Louisiana filed a request forwith the LPSC authorizationseeking to extend its formula rate plan for three years (2017-2019) with limited modifications of its terms.  Those modifications include: a one-time resetting of base rates to the midpoint of the band at Entergy Louisiana’s authorized return on equity of 9.95% for the 2017 test year; narrowing of the formula rate plan bandwidth from a total of 160 basis points to 80 basis points; and a forward-looking mechanism that would allow Entergy Louisiana to recover certain transmission-related costs contemporaneously with when those projects begin delivering benefits to customers.  In April 2018 the LPSC approved an unopposed joint motion filed by Entergy Louisiana and the LPSC staff that settled the matter. The settlement extended the formula rate plan for three years, providing for rates through at least August 2021. In addition to retaining the major features of the traditional formula rate plan, substantive features of the extended formula rate plan include:

a mid-point reset of formula rate plan revenues to a 9.95% earned return on common equity for the 2017 test year and for the St. Charles Power Station when it enters commercial operation;
a 9.8% target earned return on common equity for the 2018 and 2019 test years;
narrowing of the common equity bandwidth to plus or minus 60 basis points around the target earned return on common equity;
a cap on potential revenue increase of $35 million for the 2018 evaluation period, and $70 million for the cumulative 2018 and 2019 evaluation periods, on formula rate plan cost of service rate increases (the cap excludes rate changes associated with the transmission recovery mechanism described below and rate changes associated with additional capacity);
a framework for netthe flow back of certain tax benefits created by the Tax Act to customers, as described in “Regulatory activity regarding the Tax Cuts and Jobs Act” above; and

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a transmission recovery mechanism providing for the opportunity to recover certain transmission-related expenditures in excess of $100 million annually for projects placed in service up to one month prior to rate change outside of sharing that is designed to operate in a fashion similar to the additional capacity mechanism.
2017 Formula Rate Plan Filing

In June 2018, Entergy Louisiana filed its formula rate plan evaluation report for its 2017 calendar year operations. The 2017 test year evaluation report produced an earned return on equity of 8.16%, due in large part to revenue-neutral realignments to other recovery mechanisms. Without these realignments, the evaluation report produces an earned return on equity of 9.88% and a resulting base rider formula rate plan revenue increase of $4.8 million. Excluding the Tax Act credits provided for by the tax reform adjustment mechanisms, total formula rate plan revenues were further increased by a total of $98 million as a result of the evaluation report due to adjustments to the additional capacity and expenses incurred in connection with Entergy Louisiana’s participation in MISO. The MISO cost recovery mechanism was initially approved on an interim basis to remain in place throughmechanisms of the rate effective period of Entergy Louisiana’s test year 2015 formula rate plan, filing.and implementation of the transmission recovery mechanism. In August 2018, Entergy Louisiana filed a supplemental formula rate plan evaluation report to reflect changes from the 2016 test year formula rate plan proceedings, a decrease to the transmission recovery mechanism to reflect lower actual capital additions, and a decrease to evaluation period expenses to reflect the terms of a new power sales agreement. Based on the August 2018 update, Entergy Louisiana recognized a total decrease in formula rate plan revenue of approximately $17.6 million. Results of the updated 2017 evaluation report filing were implemented with the September 2018 billing month subject to refund and review by the LPSC staff and intervenors. In accordance with the terms of the formula rate plan, in September 2018 the LPSC staff and intervenors submitted their responses to Entergy Louisiana’s original formula rate plan evaluation report and supplemental compliance updates. The LPSC staff asserted objections/reservations regarding 1) Entergy Louisiana’s proposed rate adjustments associated with the return of excess accumulated deferred income taxes pursuant to the Tax Act and the treatment of accumulated deferred income taxes related to reductions of rate base; 2) Entergy Louisiana’s reservation regarding treatment of a regulatory asset related to certain special orders by the LPSC; and 3) test year expenses billed from Entergy Services to Entergy Louisiana. Intervenors also objected to Entergy Louisiana’s treatment of the regulatory asset related to certain special orders by the LPSC. A procedural schedule has not yet been established includingto resolve these issues.

Entergy Louisiana also included in its filing a hearing in July 2017.presentation of an initial proposal to combine the legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana residential rates, which combination, if approved, would be accomplished on a revenue-neutral basis intended not to affect the rates of other customer classes.

Waterford 3 Replacement Steam Generator Project

Following the completion of the Waterford 3 replacement steam generator project, the LPSC undertook a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC Staffstaff filed testimony recommending potential project and replacement power cost disallowances of up to $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 provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. At the hearing the parties maintained the positions reflected in pre-filed testimony. Entergy Louisiana believed that the replacement steam generator costs were prudently incurred and applicable legal principles supported their recovery in rates.  Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty at the time associated with the resolution of the prudence review. In December 2015 the ALJ issued a proposed recommendation, which was subsequently finalized, concluding that Entergy Louisiana prudently managed the Waterford 3 replacement steam generator project, including the selection, use, and oversight of contractors, and could not reasonably have anticipated the damage to the steam generators. Nevertheless, the ALJ concluded that Entergy Louisiana was liable for the conduct of its contractor and subcontractor and, therefore, recommended a disallowance of $67 million in capital costs. Additionally, the ALJ concluded that Entergy Louisiana did not sufficiently justify the

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incurrence of $2 million in replacement power costs during the replacement outage. Although the ALJ’s recommendation had not yet been considered by the LPSC, after considering the progress of the proceeding in light of the ALJ recommendation, Entergy Louisiana recorded in the fourth quarter 2015 approximately $77 million in charges, including a $45 million asset write-off and a $32 million regulatory charge, to reflect that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery. Entergy Louisiana maintained that the ALJ’s recommendation containscontained significant factual and legal errors.

In October 2016 the parties reached a settlement in this matter. ThisThe settlement was approved by the LPSC in December 2016. The settlement effectively providesprovided for an agreed-upon disallowance of $67 million of plant, which had been previously written off by Entergy Louisiana, as discussed above. The settlement also requires a refund to customers of approximately $71 million as a result of the settlement approved by the LPSC was made to be given through a one-time credit included in customers’ billscustomers in January 2017. Of the $71 million of refunds, $68 million was credited to customers through Entergy Louisiana’s formula rate plan, outside of sharing, and $3 million through its fuel adjustment clause. Entergy Louisiana had previously recorded a provision of $48 million for this refund. The previously-recorded provision included the cumulative revenues recorded through December 2016 related to the $67 million of disallowed plant. An additional regulatory charge of $23 million was recorded in fourth quarter 2016 to reflect the effects of the settlement. The settlement also providesprovided that Entergy Louisiana cancould retain the value associated with potential service credits agreed to by the project contractor, to the extent they are realized in the future.

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Ninemile 6

In July 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed Following a review by the parties, an unopposed stipulation with the LPSC, whichjoint report of proceedings was subsequently approved, that estimated a first year revenue requirement associated with Ninemile 6 and provided a mechanism to update the revenue requirement as the in-service date approached. In late-December 2014, roughly contemporaneous with the unit's placement in service, a final updated estimated revenue requirement of $26.8 million for Entergy Gulf States Louisiana and $51.1 million for Entergy Louisiana was filed. The December 2014 estimate forms the basis of rates implemented effective with the first billing cycle of January 2015. In July 2015, Entergy Louisiana submitted to the LPSC a compliance filing including an estimate at completion, inclusive of interconnection costs and transmission upgrades, of approximately $648 million, or $76 million less than originally estimated, along with other project details and supporting evidence, to enable the LPSC to review the prudence of Entergy Louisiana’s management of the project. Testimony filed by the LPSC staff generally supports the prudence of the management of the project and recovery of the costs incurred to complete the project. The LPSC staff had questioned the warranty coverage for one element of the project. In October 2016 all parties agreed to a stipulation providing that 100% of Ninemile 6 construction costs was prudently incurredEntergy Louisiana in May 2017 and is eligible for recovery from customers, but reserving the LPSC’s rights to review the prudence of Entergy Louisiana’s actions regarding one element of the project. This stipulation was approved by the LPSC in January 2017.accepted the joint report of proceedings resolving the matter.

Union Power Station and Deactivation or Retirement Decisions for Entergy Louisiana Plants

In January 2015, Entergy Gulf States Louisiana filed its application with the LPSC for approval of the acquisition and cost recovery of two power blocks of the Union Power Station for an expected base purchase price of approximately $237 million per power block, subject to adjustments. In September 2015, Entergy Gulf States Louisiana agreed to settlement terms with all parties for Entergy Gulf States Louisiana’s purchase of the two power blocks. In October 2015 the LPSC voted unanimously to approve the uncontested settlement which finds, among other things, that acquisition of Power Blocks 3 and 4 is in the public interest and, therefore, prudent. The business combination of Entergy Gulf States Louisiana and Entergy Louisiana received regulatory approval and closed in October 2015 making Entergy Louisiana the named purchaser of Power Blocks 3 and 4 of the Union Power Station. In March 2016, Entergy Louisiana acquired Power Blocks 3 and 4 of Union Power Station for an aggregate purchase price of approximately $474$475 million and implemented rates to collect the estimated first-year revenue requirement with the first billing cycle of March 2016.

As a term of the LPSC-approved settlement authorizing the purchase of Power Blocks 3 and 4 of the Union Power Station, Entergy Louisiana agreed to make a filing with the LPSC to review its decisions to deactivate Ninemile 3 and Willow Glen 2 and 4 and its decision to retire Little Gypsy 1.  In January 2016, Entergy Louisiana made its compliance filing with the LPSC. Entergy Louisiana, LPSC staff, and intervenors participated in a technical conference in March 2016 where Entergy Louisiana presented information on its deactivation/retirement decisions for these four units in addition to information on the current deactivation decisions for the ten-year planning horizon. Parties have requested further proceedings on the prudence of the decision to deactivate Willow Glen 2 and 4.  No party contestscontested the prudence of the decision to deactivate Willow Glen 2 and 4 or suggestssuggested reactivation of these units; however, issues have beenwere raised related to Entergy Louisiana’s deactivation process. This matter is pending before an ALJ.

Retail Rates - Gas

decision to give up its transmission service rights in MISO for Willow Glen 2 and 4 rather than placing the units into suspended status for the three-year term permitted by MISO. In January 2014, Entergy Gulf States Louisiana filed withMarch 2018 the LPSC adopted the ALJ’s recommended order finding that Entergy Louisiana did not demonstrate that its gas rate stabilization plandecision to permanently surrender transmission rights 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 2014mothballed (not retired) Willow Glen 2 and 4 units was reasonable and that Entergy Louisiana should hold customers harmless from increased transmission expenses should those units be reactivated. Because no party or the LPSC staff issued a report indicating “thatsuggested that Willow Glen 2 and 4 should be reactivated and because the cost to return those units to service far exceeded the revenue the units were expected to generate in MISO, 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.

In accordance with the settlement ofretired Willow Glen 2 and 4 in March 2018. Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposalcompliance filing regarding retirement of Willow Glen 2 and 4, and the LPSC closed the proceeding.

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for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.
In January 2015, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2014.  The filing showed an earned return on common equity of 7.20%, which resulted in a $706 thousand rate increase.  In April 2015 the LPSC issued findings recommending two adjustments to Entergy Gulf States Louisiana’s as-filed results, and an additional recommendation that does not affect current year results. The LPSC staff’s recommended adjustments increase the earned return on equity for the test year to 7.24%. Entergy Gulf States Louisiana accepted the LPSC staff’s recommendations and a revenue increase of $688 thousand was implemented with the first billing cycle of May 2015.Retail Rates - Gas

In January 2016 Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2015. The filing showed an earned return on common equity of 10.22%, which is within the authorized bandwidth, therefore requiring no change in rates. In March 2016 the LPSC staff issued its report stating that the 2015 gas rate stabilization plan filing was in compliance with the exception of several issues that required additional information, explanation, or clarification for which the LPSC staff had reserved the right to further review. In July 2016 the parties to the proceeding filed an unopposed joint report and motion for entry of order accepting the report that indicates no outstanding issues remained in the filing. In February 2016, Entergy Louisiana filed a motion requesting to extend the term of the gas rate stabilization plan in substantially similar form for an additional three-year term and included a request for sharing of non-jurisdictional compressed natural gas revenues. Following discovery and the filing of testimony by the LPSC Staff, Entergy Louisiana and the LPSC submitted a joint motion for hearing an uncontested stipulated settlement resolving the proceeding. A hearing on the stipulation was held in November 2016. The ALJ issued a report of proceedings that was presented with the parties’ stipulation to the LPSC for consideration. The stipulation approving Entergy Louisiana’s requested extension of the rate stabilization plan was approved by the LPSC in December 2016.Rate Stabilization Plan Filing

In January 2017, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2016. The filing of the evaluation report for test year 2016 reflectsreflected an earned return on common equity of 6.37%. As partIn April 2017 the LPSC approved a joint report of the filing, pursuant to the extraordinary cost provision of the rate stabilization plan,proceedings and Entergy Louisiana is seeking to recover approximately $1.5submitted a revised evaluation report reflecting a $1.2 million in deferred operation and maintenance expenses incurred to restore service and repair damage resulting from flooding and widespread rainfall in southeast Louisiana that occurred in August 2016. Entergy Louisiana seeks to recover the prudently incurred August 2016 storm restoration costs over ten years, outside of the rate stabilization plan sharing provisions. As a result, Entergy Louisiana’s filing seeks an annual increase in revenue of $1.4 million. The filing is subject to review by the LPSC staff with resulting rates to be implemented with the first billing cycle of May 2017.

Advanced Metering Infrastructure (AMI)2017 Rate Stabilization Plan Filing

In November 2016,January 2018, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2017.  The filing of the evaluation report for the test year 2017 reflected an application seekingearned return on common equity of 9.06%.  This earned return is below the earnings sharing band of the rate stabilization plan and results in a findingrate increase of $0.1 million.  Due to the enactment in late-December 2017 of the Tax Cuts and Jobs Act, Entergy Louisiana did not have adequate time to reflect the effects of this tax legislation in the rate stabilization plan.  In April 2018, Entergy Louisiana filed a supplemental evaluation report for the test year ended September 2017, reflecting the effects of the Tax Act, including a proposal to use the unprotected excess accumulated deferred income taxes to offset approximately $1.4 million of storm restoration deferred operation and maintenance costs incurred by Entergy Louisiana in connection with the August 2016 flooding disaster in its gas service area. The supplemental filing reflects an earned return on common equity of 10.79%. As-filed rates from the LPSC that Entergy Louisiana’s deploymentsupplemental filing were implemented, subject to refund, with customers receiving a cost reduction of advanced electricapproximately $0.7 million effective with bills rendered on and gas metering infrastructure isafter the first billing cycle of May 2018, as well as a $0.2 million reduction in the public interest.gas infrastructure rider effective with bills rendered on and after the first billing cycle of July 2018. The proceeding is currently in its discovery phase. A procedural schedule has not been established.

2018 Rate Stabilization Plan Filing

In January 2019, Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable

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network to support such communications; and implement support systems. AMI is intended to serve asfiled with the foundation of Entergy Louisiana’s modernized power grid.LPSC its gas rate stabilization plan for the test year ended September 30, 2018. The filing identifiedof the evaluation report for the test year 2018 reflected an earned return on common equity of 2.69%. This earned return is below the earning sharing band of the gas rate stabilization plan and results in a numberrate increase of quantified and unquantified benefits, and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607$2.8 million. Entergy Louisiana also sought to continue to includewill make a compliance filing in rate baseApril 2019 and rates will be implemented during the remaining book value at December 31, 2015, approximately $92 million,first billing cycle of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced meters, the three-year deployment of which is expected to begin inMay 2019. Assuming LPSC approval is received in 2017, the communications network deployment is expected to begin by late-2018, after the necessary information technology infrastructure is in place. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022.

Filings with the MPSC (Entergy Mississippi)

Formula Rate Plan Filings

In June 2014, Entergy Mississippi filed its first general rate case before the MPSC in almost 12 years.  The rate filing laid 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 requested 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 proposed, 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 proposed maintaining the current authorized return on common equity of 10.59%.

In October 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations that addressed the majority of issues in the proceeding. The stipulations provided for:

an approximate $16 million net increase in revenues, which reflected an agreed upon 10.07% return on common equity;
revision of Entergy Mississippi’s formula rate plan by providing Entergy Mississippi with the ability to reflect known and measurable changes to historical rate base and certain expense amounts; resolving uncertainty around and obviating the need for an additional rate filing in connection with Entergy Mississippi’s withdrawal from participation in the System Agreement; updating depreciation rates; and moving costs associated with the Attala and Hinds generating plants from the power management rider to base rates;
recovery of non-fuel MISO-related costs through a separate rider for that purpose;
a deferral of $6 million in other operation and maintenance expenses associated with the unplanned Baxter Wilson outage in September 2013, and a determination that the regulatory asset should accrue carrying costs, with amortization of the regulatory asset over two years beginning in February 2015, and a provision that the capital costs will be reflected in rate base. The final accounting of costs to return the unit to service and insurance proceeds were to be addressed in Entergy Mississippi’s next formula rate plan filing. Subsequently, the MPSC ordered final review of the Baxter Wilson accounting be completed in a separate docket; and
consolidation of the new nuclear generation development costs proceeding with the general rate case proceeding for hearing purposes and a determination that Entergy Mississippi would not further pursue, except as noted below, recovery of the costs that were approved for deferral by the MPSC in November 2011. The stipulations state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. SeeNew Nuclear Generation Development Costs - Entergy

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Mississippi” below for further discussion of the new nuclear generation development costs proceeding and subsequent write-off in 2014 of the regulatory asset related to those costs.

In December 2014 the MPSC issued an order accepting the stipulations in their entirety and approving the revenue adjustments and rate changes effective with February 2015 bills.
In March 2016, Entergy Mississippi submitted its formula rate plan 2016 test year filing showing Entergy Mississippi’s projected earned return for the 2016 calendar year to be below the formula rate plan bandwidth. The filing showed a $32.6 million rate increase was necessary to reset Entergy Mississippi’s earned return on common equity to the specified point of adjustment of 9.96%, within the formula rate plan bandwidth. In June 2016 the MPSC approved Entergy Mississippi’s joint stipulation with the Mississippi Public Utilities Staff. The joint stipulation provided for a total revenue increase of $23.7 million. The revenue increase includesincluded a $19.4 million increase through the formula rate plan, resulting in a return on common equity point of adjustment of 10.07%. The revenue increase also includesincluded $4.3 million in incremental ad valorem tax expenses to be collected through an updated ad valorem tax adjustment rider. The revenue increase and ad valorem tax adjustment rider were effective with the July 2016 bills.
Advanced Metering Infrastructure (AMI) Filing

In November 2016, Entergy Mississippi filed an application seeking an order from the MPSC granting a certificate of public convenience and necessity and finding that Entergy Mississippi’s deployment of AMI is in the public interest. Entergy Mississippi proposed to replace existing meters with advanced meters that enable two-way data communication; to design and build a secure and reliable network to support such communications; and to implement support systems. AMI is intended to serve as the foundation of Entergy Mississippi’s modernized power grid. The filing identified a number of quantified and unquantified benefits, and Entergy Mississippi provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal benefit to customers of $496 million over a 15 year period, which when netted against the costs of AMI results in $183 million of net customer benefits. Entergy Mississippi also sought to continue to include in rate base the remaining book value at December 31, 2015, approximately $56 million, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Mississippi proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019, subject to approval by the MPSC, with deployment of the communications network expected to begin in 2018. Entergy Mississippi proposed to include the AMI deployment costs and the quantified benefits in existing rate mechanisms, primarily through future formula rate plan filings and/or future energy cost recovery rider schedule re-determinations, as applicable.

Filings with the City Council

(Entergy Louisiana and Entergy New Orleans)

In March 2013,2017, 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 aMississippi submitted its formula rate plan mechanism identical to its LPSC request. In January 20142017 test year filing and 2016 look-back filing showing Entergy Mississippi’s earned return for the City Council Advisors filed direct testimony recommending a rate increase of $5.56 million over three years, including an 8.13%historical 2016 calendar year and projected earned 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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for the 2017 calendar year to be within the formula rate plan bandwidth, resulting in no change in rates. In June 2017, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a stipulation that confirmed that Entergy Mississippi’s earned returns for both the 2016 look-back filing and 2017 test year were within the respective formula rate plan bandwidths. In June 2017 the MPSC approved the stipulation, which resulted in no change in rates.

In March 2018, Entergy Mississippi submitted its formula rate plan 2018 test year filing and 2017 look-back filing showing Entergy Mississippi’s earned return for the historical 2017 calendar year and projected earned return for the 2018 calendar year, in large part as a result of the lower federal corporate income tax rate effective in 2018, to be within the formula rate plan bandwidth, resulting in no change in rates. In June 2018, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a stipulation that confirmed that Entergy Mississippi’s earned returns for both the 2017 look-back filing and 2018 test year were within the respective formula rate plan bandwidths. In June 2018 the MPSC approved the stipulation, which resulted in no change in rates. See “Regulatory activity regarding the Tax Cuts and Jobs Act” above for additional discussion regarding the treatment of the effects of the lower federal corporate income tax rate.

Entergy Mississippi’s formula rate plan includes a look-back evaluation report filing in March 2019 that will compare actual 2018 results to the performance-adjusted allowed return on rate base.  In fourth quarter 2018, Entergy Mississippi recorded a provision of $9.3 million that reflects the estimate of the difference between the 2018 earned rate of return on rate base and an established performance-adjusted benchmark rate of return under the formula rate plan performance-adjusted bandwidth mechanism.

In October 2018, Entergy Mississippi proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism, in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the non-fuel annual ownership costs of the Choctaw Generating Station, as well as to allow similar cost recovery treatment for other future capacity additions, such as the Sunflower Solar Facility, that are approved by the MPSC.

Internal Restructuring

In March 2018, Entergy Mississippi filed an application with the MPSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Mississippi to a new entity, which would ultimately be held by an existing Entergy subsidiary holding company. In September 2018, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed a joint stipulation regarding the restructuring filing. In September 2018 the MPSC issued an order accepting the stipulation in its entirety and approving the restructuring and credits of $27 million to retail customers over six years, consisting of annual payments of $4.5 million for the years 2019-2024. Entergy Mississippi also received the required FERC approval.

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

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In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The rate increaserestructuring was accounted for as a transaction between entities under common control.

In December 2018, Entergy Mississippi filed its notice of intent to implement the restructuring credit rider to allow Entergy Mississippi to return credits of $27 million to retail customers over six years. In January 2019 the MPSC approved the proposed restructuring credit adjustment factor, which is effective withfor bills rendered on and after the first billing cycle of July 2014. Additional compliance filings were madebeginning February 2019.

Filings with the City Council in October 2014 for approval of the form of certain rate riders, including among others, a Ninemile 6 non-fuel cost recovery interim rider, allowing for contemporaneous recovery of capacity costs related to the commencement of commercial operation of the Ninemile 6 generating unit and a purchased power capacity cost recovery rider. The monthly Ninemile 6 cost recovery interim rider was implemented in December 2014 to initially collect $915 thousand from Entergy Louisiana customers in the Algiers area. See “Algiers Asset Transfer” below for discussion of the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that serve Algiers customers.

(Entergy(Entergy New Orleans)

Retail Rates

See “Algiers Asset Transfer ” below for discussion of the Algiers asset transfer. As a provision of the settlement agreement approved by the City Council in May 2015 providing for the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that supported the provision of service to Entergy Louisiana’s customers in Algiers, asset transfer, it was agreed that, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented from a base rate case that must be filed for its electric and gas operations in 2018. This provision eliminated the formula rate plan applicable to Algiers operations. The limited exceptions includeincluded continued implementation of the remainingthen-remaining two years of the four-year phased-in rate increase for the Algiers area and certain exceptional cost increases or decreases in the base revenue requirement. An additional provision of the settlement agreement allowsallowed for continued recovery of the revenue requirement associated with the capacity and energy from Ninemile 6 received by Entergy New Orleans under a power purchase agreement with Entergy Louisiana (Algiers PPA). The settlement authorizesauthorized Entergy New Orleans to recover the remaining revenue requirement related to the Algiers PPA through base rates charged to Algiers customers. The settlement also provided for continued implementation of the Algiers MISO recovery rider.

In addition to the Algiers PPA, Entergy New Orleans has a separate power purchase agreement with Entergy Louisiana for 20% of the capacity and energy from Ninemile 6 (Ninemile PPA), which commenced operation in December 2014. Initially, recovery of the non-fuel costs associated with the Ninemile PPA was authorized through a special Ninemile 6 rider billed only to only Entergy New Orleans customers outside of Algiers.

In August 2015, Entergy New Orleans filed an application with the City Council seeking authorization to proceed with the purchase of Union Power Block 1, with an expected base purchase price of approximately $237 million, subject to adjustments, and seeking approval of the recovery of the associated costs. In November 2015 the City Council issued written resolutions and an order approving an agreement in principle between Entergy New Orleans and City Council advisors providing that the purchase of Union Power Block 1 and related assets by Entergy New Orleans is prudent and in the public interest. The City Council authorized expansion of the terms of the purchased power and capacity acquisition cost recovery rider to recover the non-fuel purchased power expense from Ninemile 6, the revenue requirement associated with the purchase of Power Block 1 of the Union Power Station, and a credit to customers of $400 thousand monthly beginning June 2016 in recognition of the decrease in other operation and maintenance expenses that would result with the deactivation of Michoud Units 2 and 3. In March 2016, Entergy New Orleans purchased Power Block 1 of the Union Power Station for approximately $237 million and initiated recovery of these costs with March 2016 bills. In July 2016, Entergy New Orleans and the City Council Utility Committee agreed to a temporary increase in the Michoud credit to customers to a total of $1.4 million monthly for August 2016 through December 2016.

A 2008 rate case settlement included $3.1 million per year in electric rates to fund the Energy Smart energy efficiency programs.  In September 2009 the City Council approved the energy efficiency programs filed by Entergy New Orleans.  The rate settlement providesprovided an incentive for Entergy New Orleans to meet or exceed energy savings targets set by the City Council and providesprovided a mechanism for Entergy New Orleans to recover lost contribution to fixed costs associated with the energy savings generated from the energy efficiency programs. In October 2013January 2015 the City Council approved the extension of the Energy Smart program through December 2014. The City Council approved the use of $3.5 million of rough production cost equalization funds for program costs. In addition, Entergy New Orleans

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will be allowed to recover its lost contribution to fixed costs and to earn an incentive for meeting program goals. In January 2015 the City Council approved extending the Energy Smart program through March 2015 and using $1.2 million of rough production cost equalization funds to cover program costs for the extended period. Additionally, the City Council approved funding for the Energy Smart program from April 2015 through March 2017 using the remainder of the approximately $12.8 million of 2014 rough production cost equalization funds, with any remaining costs being recovered through the fuel adjustment clause. This funding methodology was modified in November 2015 when the City Council directed Entergy New Orleans to use a combination of guaranteed customer savings related to a prior agreement with the City Council and rough production cost equalization funds to cover program costs prior to recovering any costs through the fuel adjustment clause. In FebruaryApril 2017 Entergy New Orleans filed a proposedthe City Council approved an implementation plan for the Energy Smart program from April 2017 through March 2020. As part ofDecember 2019. The City Council directed that the proposal,$11.8 million balance reported for Energy Smart funds be used to continue funding the program for Entergy New Orleans’s legacy customers and that the Energy Smart Algiers program continue to be funded through the Algiers fuel adjustment clause, until additional customer funding is required for the legacy customers. In September 2017, Entergy New Orleans requested thatfiled a supplemental plan and proposed several options for an interim cost recovery mechanism necessary to recover program costs during the period between when existing funds directed to Energy Smart programs are depleted and when new rates from the 2018 combined rate case, which includes a cost recovery mechanism for Energy Smart funding, take effect (estimated to be August 2019). In December 2017 the City Council identify its desired levelapproved an energy efficiency cost recovery rider as an interim funding mechanism for Energy Smart, subject to verification that no additional funding sources exist. In June 2018 the City Council also approved a resolution recommending that Entergy New Orleans allocate approximately $13.5 million of benefits resulting from the Tax Act to Energy Smart. Entergy New Orleans is seeking approval of a permanent and stable source of funding for Energy Smart as part of its base rate case filed in September 2018.

In September 2018, Entergy New Orleans filed an electric and gas base rate case with the program during this timeCity Council. The filing requests a 10.5% return on equity for electric operations with opportunity to earn a 10.75% return on equity through a performance adder provision of the electric formula rate plan in subsequent years under a formula rate plan, and requests a 10.75% return on equity for gas operations. The proposed electric rates in the revised filing reflect a net reduction of $20.3 million. The reduction in electric rates includes a base rate increase of $135.2 million, of which $131.5 million is associated with moving costs currently collected through fuel and other riders into base rates, plus a request for an advanced metering surcharge to recover $7.1 million associated with advanced metering infrastructure, offset by a net decrease of $31.1 million related to fuel and other riders. The filing also includes a proposed gas rate decrease of $142 thousand. Entergy New Orleans’s rates reflect the inclusion of federal income tax reductions due to the Tax Act and the provisions of a previously-approved agreement in principle determining how the benefits of the Tax Act would flow. Entergy New Orleans included cost of service studies for electric and gas operations for the twelve months ending December 31, 2017 and the projected twelve months ending December 31, 2018. In addition, Entergy New Orleans included capital additions expected to be placed into service for the period through December 31, 2019. Entergy New Orleans’s request for a change in rates is based on the projected twelve months ending December 31, 2018.

The filing’s major provisions include: (1) a new electric rate structure, which realigns the revenue requirement associated with capacity and approvelong-term service agreement expense from certain existing riders to base revenue, provides for the recovery of the cost of advanced metering infrastructure, and partially blends rates for Entergy New Orleans’s customers residing in Algiers with customers residing in the remainder of Orleans Parish through a three-year phase-in; (2) contemporaneous cost recovery mechanism.riders for investments in energy efficiency/demand response, incremental changes in capacity/long-term service agreement costs, grid modernization investment, and gas infrastructure replacement investment; and (3) formula rate plans for both electric and gas operations. In February 2019 the City Council’s advisors and several intervenors filed testimony in response to Entergy New Orleans’s application. The City Council’s advisors have recommended, among other things, overall rate reductions of approximately $33 million in electric rates and $3.8 million in gas rates. Certain intervenors have recommended overall rate reductions of up to approximately $49 million in electric rates and $5 million in gas rates. The procedural schedule calls for an evidentiary hearing to be held in June 2019.


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Internal Restructuring

In July 2016, Entergy New Orleans filed an application with the City Council seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy New Orleans, Inc. to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. The restructuring is subject to regulatory review and approval byIn May 2017 the City Council adopted a resolution approving the proposed internal restructuring pursuant to an agreement in principle with the City Council advisors and certain intervenors. Pursuant to the FERC. In the application,agreement in principle, Entergy New Orleans had proposed towould credit retail customers $5$10 million in each2017, $1.4 million in the first quarter of the years 2016year after the transaction closes, and $117,500 each month in the second year after the transaction closes until such time as new base rates go into effect as a result of the then-anticipated 2018 base rate case (which has subsequently been filed). Entergy New Orleans began crediting retail customers in June 2017. In June 2017 if the City CouncilFERC approved the applicationtransaction and, pursuant to the agreement in 2016, andprinciple, Entergy New Orleans will provide additional credits to credit retail customers of $5 million in each of the years 2018, 2019, and 2020, if an application that is yet to be filed with the FERC is approved by December 31, 2018.  When it became clear that City Council approval would not be obtained in 2016,2020.

In November 2017, Entergy New Orleans agreed in testimony that it would extend its proposal to credit customers if City Council approval was obtained in the first quarter 2017. Entergy New Orleans still expects that the restructuring can be consummated by December 31, 2017, if the necessary approvals are obtained. In February 2017 the procedural schedule was suspended to allow for settlement discussions. It is not anticipated that NRC approval will be required to engage in the proposed internal restructuring. In January 2017, Entergy Louisiana, through Entergy Corporation’s nuclear operations organization, Entergy Operations, Inc. made a filing, however, with the NRC notifying it of the internal restructuring.

It is currently contemplated that Entergy New Orleans would undertakeundertook a multi-step restructuring, which would includeincluding the following:

Entergy New Orleans, would redeemInc. redeemed its outstanding preferred stock at a price of approximately $21 million, which includes an expectedincluded a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, would convertInc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, will allocateInc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power will assumeassumed substantially all of the liabilities of Entergy New Orleans, Inc., in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, will remainInc. remained in existence and holdheld the membership interests in Entergy New Orleans Power.
Entergy New Orleans, will contributeInc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power will beis a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, will changeInc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power will then changechanged its name to Entergy New Orleans, LLC.
Upon the completion of the restructuring, Entergy New Orleans, LLC will holdholds substantially all of the assets, and will havehas assumed substantially all of the liabilities, of Entergy New Orleans.Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Filings with the PUCT and Texas Cities (Entergy Texas)

Retail Rates

2018 Base Rate Case

In May 2018, Entergy New Orleans may modify or supplementTexas filed a base rate case with the stepsPUCT seeking an increase in base rates and rider rates of approximately $166 million, of which $48 million is associated with moving costs currently being collected through riders into base rates such that the total incremental revenue requirement increase is approximately $118 million. The base rate case was based on a 12-month test year ending December 31, 2017. In addition, Entergy Texas included capital additions placed into service for the period of April 1, 2013 through December 31, 2017, as well as a post-test year adjustment to include capital additions placed in service by June 30, 2018.

In October 2018 the parties filed an unopposed settlement resolving all issues in the proceeding and a motion for interim rates effective for electricity usage on and after October 17, 2018. The unopposed settlement reflects the following terms: a base rate increase of $53.2 million (net of costs realigned from riders), a $25 million refund to reflect the lower federal income tax rate applicable to Entergy Texas from January 25, 2018 through the date new rates are implemented, $6 million of capitalized skylining tree hazard costs will not be taken to effectuate the restructuring.recovered from customers, $242.5 million

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Advanced Metering Infrastructure (AMI) Filing

In October 2016, Entergy New Orleans filed an application seekingof protected excess accumulated deferred income taxes, which includes a finding from the City Council that Entergy New Orleans’s deployment of advanced electric and gas metering infrastructure is in the public interest.  Entergy New Orleans proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems.  AMI is intended to serve as the foundation of Entergy New Orleans’s modernized power grid.  The filing identified a number of quantified and unquantified benefits, and Entergy New Orleans provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefittax gross-up, will be returned to customers through base rates under the average rate assumption method over the lives of $101 million.  Entergy New Orleansthe associated assets, and $185.2 million of unprotected excess accumulated deferred income taxes, which includes a tax gross-up, will be returned to customers through a rider. The unprotected excess accumulated deferred income taxes rider will include carrying charges and will be in effect over a period of 12 months for large customers and over a period of four years for other customers. The settlement also sought to continue to include in rate baseprovides for the deferral of $24.5 million of costs associated with the remaining book value at December 31,2015, approximately $21of the Neches and Sabine 2 plants, previously taken out of service, to be recovered over a ten-year period and the deferral of $20.5 million of the existing electric meters and alsocosts associated with Hurricane Harvey to depreciate those assets using current depreciation rates.  Entergy New Orleans proposedbe recovered over a 15-year depreciable life for the new advanced meters, the three-year deployment12-year period, each beginning in October 2018. The settlement provides final resolution of which is expected to begin in 2019.  Subject to approval by the City Council, deployment of the information technology infrastructure is expected to begin in 2017 and deployment of the communications network is expected to begin in 2018.  Entergy New Orleans proposes to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022.  In January 2017 the City Council approved a procedural schedule that provides for a hearing in July 2017.

Filings with the PUCT and Texas Cities (Entergy Texas)

Retail Rates

2011 Rate Case

In November 2011, Entergy Texas filed a rate case requesting a $112 million base rate increase reflecting a 10.6% return on common equity based on an adjusted June 2011 test year.  The rate case also proposed a purchased power recovery rider.  On January 12, 2012, the PUCT voted not to address the purchased power recovery riderall issues in the rate case, butmatter, including those related to the PUCT votedTax Act. In October 2018, the ALJ granted the unopposed motion for interim rates to set a baseline in the rate case proceeding that would be applicable if a purchased power capacity rider is approved in a separate proceeding.effective for service rendered on or after October 17, 2018. In April 2012 the PUCT Staff filed direct testimony recommending a base rate increase of $66 million and a 9.6% return on common equity.  The PUCT Staff, however, subsequently filed a statement of position in the proceeding indicating that it was still evaluating the position it would ultimately take in the case regarding Entergy Texas’s recovery of purchased power capacity costs and Entergy Texas’s proposal to defer its MISO transition expenses.  In April 2012, Entergy Texas filed rebuttal testimony indicating a revised request for a $105 million base rate increase.  A hearing was held in late-April through early-May 2012.

In September 2012December 2018 the PUCT issued an order approving a $28 million rate increase, effective July 2012.  The order includes a finding that “a return on common equity (ROE) of 9.80 percent will allow [Entergy Texas] a reasonable opportunity to earn a reasonable return on invested capital.”  The order also provides for increases in depreciation rates and the annual storm reserve accrual.  The order also reduced Entergy Texas’s proposed purchased power capacity costs, stating that they are not known and measurable; reduced Entergy Texas’s regulatory assets associated with Hurricane Rita; excluded from rate recovery capitalized financially-based incentive compensation; included $1.6 million of MISO transition expense in base rates, and reduced Entergy’s Texas’s fuel reconciliation recovery by $4 million because it disagreed with the line-loss factor used in the calculation.  After considering the progress of the proceeding in light of the PUCT order, Entergy Texas recorded in the third quarter 2012 an approximate $24 million charge to recognize that assets associated with Hurricane Rita, financially-based incentive compensation, and fuel recovery are no longer probable of recovery.  Entergy Texas continues to believe that it is entitled to recover these prudently incurred costs, however, and it filed a motion for rehearing regarding these and several other issues in the PUCT’s order on October 4, 2012.  Several other parties also filed motions for rehearing of the PUCT’s order.  The PUCT subsequently denied rehearing of substantive issues.  Several parties, including Entergy Texas, appealed various aspects of the PUCT’s order to the Travis County District Court. A hearing was held in July 2014. In October 2014 the Travis County District Court issued an order upholding the PUCT’s decision except as to the line-loss factor issue referenced above, which was found in favor of Entergy Texas. In November 2014, Entergy Texas and other parties,unopposed settlement.

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including the PUCT, appealed the Travis County District Court decision to the Third Court of Appeals. Oral argument before the court panel was held in September 2015. In April 2016 the Third Court of Appeals issued its opinion affirming the District Court’s decision on all points. Entergy Texas petitioned the Texas Supreme Court to hear its appeal of the Third Court’s ruling. That petition is pending.

2013 Rate CaseDistribution Cost Recovery Factor (DCRF) Rider

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,June 2017, Entergy Texas filed an Agreed Motion for Interim Rates. The motion explained thatapplication to amend its DCRF rider by increasing the partiestotal collection from $8.65 million to this proceeding have agreed thatapproximately $19 million. In July 2017, Entergy Texas, should be allowed to implement newthe PUCT staff, and the two other parties in the proceeding entered into an unopposed stipulation and settlement agreement resulting in an amended DCRF annual revenue requirement of $18.3 million. In September 2017 the PUCT issued its final order approving the unopposed stipulation and settlement agreement. The amended DCRF rider rates reflecting an $18.5 million base rate increase,became effective for usage on and after AprilSeptember 1, 2014,2017. DCRF rates were set to zero upon implementation of new base rates on October 17, 2018, as well as recoverydescribed above in the discussion 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 million2018 base rate increase, provides for 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.case.

Other Filings

In September 2014, Entergy Texas filed for a distribution cost recovery factor (DCRF) rider based on a law that was passed in 2011 allowing for the recovery of increases in capital costs associated with distribution plant. Entergy Texas requested collection of approximately $7 million annually from retail customers. The parties reached a unanimous settlement authorizing recovery of $3.6 million annually commencing with usage on and after January 1, 2015. A State Office of Administrative Hearings ALJ issued an order in December 2014 authorizing this recovery on an interim basis and remanded the case to the PUCT. In February 2015 the PUCT entered a final order, making the settlement final and the interim rates permanent. In September 2015, Entergy Texas filed to amend its distribution cost recovery factor rider. Entergy Texas requested an increase in recovery under the rider of $6.5 million, for a total collection of $10.1 million annually from retail customers. In October 2015 intervenors and PUCT staff filed testimony opposing, in part, Entergy Texas’s request. In November 2015, Entergy Texas and the parties filed an unopposed settlement agreement and supporting documents. The settlement established an annual revenue requirement of $8.65 million for the amended DCRF rider, with the resulting rates effective for usage on and after January 1, 2016. The PUCT approved the settlement agreement in February 2016.Transmission Cost Recovery Factor (TCRF) Rider

In September 2015, Entergy Texas filed for a transmission cost recovery factor (TCRF)TCRF rider requesting a $13 million increase, incremental to base rates. Testimony was filed in November 2015, with the PUCT staff and other parties proposing various disallowances involving, among other things, MISO charges, vegetation management costs, and bad debt expenses that would reduce the requested increase by approximately $2 million. In addition to those recommended disallowances, a number of parties recommended that Entergy Texas’s request be reduced by an additional $3.4 million to account for load growth since base rates were last set. A hearing on the merits was held in December 2015. In February 2016 a State Office of Administrative Hearings ALJ issued a proposal for decision recommending

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that the PUCT disallow approximately $2 million from Entergy Texas’s $13 million request, but recommending that the PUCT not accept the load growth offset. In April 2016 the PUCT voted to allow Entergy Texas’s TCRF rates to become effective as of April 14, 2016 when those rates are finally approved, but did not otherwise address the proposal for decision. In May 2016 the PUCT deferred final consideration of Entergy Texas’s TCRF application and opened the record to consider additional evidence to be provided by Entergy Texas and potentially other parties regarding the rate-making treatment of spare transmission-level transformers that are transferred among the Utility operating companies. In June 2016 the PUCT indicated that it would take up in a future rulemaking project the issue of whether a load growth adjustment should apply to a TCRF. In July 2016 the PUCT issued an order generally accepting the proposal for decision but declining to adjust the TCRF baseline in two instances as recommended by the ALJ, which resulted in a total annual allowance of approximately $10.5 million. The PUCT also ordered its staff and Entergy Texas to track all spare autotransformer transfers going forward so that it could address the appropriate accounting treatment and prudence of such transfers in Entergy Texas’s next base rate case. Entergy Texas implemented the TCRF rider beginning with September 2016 bills.

In September 2016, Entergy Texas filed with the PUCT a request to amend its TCRF rider. The proposed amended TCRF rider iswas designed to collect approximately $29.5 million annually from Entergy Texas’s retail customers. This amount includesincluded the approximately $10.5 million annually that Entergy Texas is currentlywas previously authorized to collect through the TCRF rider, as discussed above. In September 2016 the PUCT suspended the effective date of the tariff change to March 2017. In December 2016, concurrent with the 2016 fuel reconciliation stipulation and settlement agreement discussed above, Entergy Texas and the PUCT staff reached a settlement agreeing to the amended TCRF annual revenue requirement of $29.5 million. As discussed above, the terms of the two settlements are interdependent. The PUCT actionapproved the settlement and issued a final order in March 2017. Entergy Texas implemented the amended TCRF rider beginning with bills covering usage on the stipulations and settlement agreements is pending.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

Entergy Louisiana and Entergy Gulf States Louisiana filed an application with the LPSC in September 2014 seeking authorizationafter March 20, 2017. TCRF rates were set to undertake the transactions that would resultzero upon implementation of new base rates on October 17, 2018, as described above in the combination of Entergy Louisiana and Entergy Gulf States Louisiana into a single public utility. In the application, Entergy Louisiana and Entergy Gulf States Louisiana identified potential benefits, including enhanced economic and customer diversity, enhanced geographic and supply diversity, and greater administrative efficiency. In the initial proceedings with the LPSC, Entergy Louisiana and Entergy Gulf States Louisiana estimated that the business combination could produce up to $128 million in measurable customer benefits during the first ten years following the transaction’s close including proposed guaranteed customer credits of $97 million in the first nine years.  In April 2015 the LPSC staff and intervenors filed testimony in the LPSC business combination proceeding. The testimony recommended an extensive set of conditions that would be required in order to recommend that the LPSC find that the business combination was in the public interest. The LPSC staff’s primary concern appeared to be potential shifting in fuel costs between Entergy Louisiana and Entergy Gulf States Louisiana customers. In May 2015, Entergy Louisiana and Entergy Gulf States Louisiana filed rebuttal testimony. After the testimony was filed with the LPSC, the parties engaged in settlement discussions that ultimately led to the execution of an uncontested stipulated settlement (“stipulated settlement”), which was filed with the LPSC in July 2015. Through the stipulated settlement, the parties agreed to terms upon which to recommend that the LPSC find that the business combination was in the public interest. The stipulated settlement, which was either joined, or unopposed, by all parties to the LPSC proceeding, represents a compromise of stakeholder positions and was the result of an extensive period of analysis, discovery, and negotiation. The stipulated settlement provides $107 million in guaranteed customer benefits during the first nine years following the transaction’s close. Additionally, the combined company will honor the 2013 Entergy Louisiana and Entergy Gulf States Louisiana2018 base rate case settlements, including the commitments that (1) there will be no rate increase for legacy Entergy Gulf States Louisiana customers for the 2014 test year, and (2) through the 2016 test year formula rate plan, Entergy Louisiana (as a combined entity) will not raise rates by more than $30 million, net of the $10 million rate increase included in the Entergy Louisiana legacy formula rate plan. The stipulated settlement also describes the process for implementing a fuel-tracking mechanism that is designed to address potential effects arising from the shifting of fuel costs between legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana customers as a result of the combination of those companies’ fuel adjustment clauses. Specifically, the fuel tracker would reallocate such cost shifts as between legacy customers of the companiesdiscussion.


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onIn December 2018, Entergy Texas filed with the PUCT a request to set a new TCRF rider. The proposed new TCRF rider is designed to collect approximately $2.7 million annually from Entergy Texas’s retail customers. The proceeding is currently ongoing at the PUCT.

Advanced Metering Infrastructure (AMI) Filings

Entergy Arkansas

In September 2016, Entergy Arkansas filed an after-the-fact basis,application seeking a finding from the APSC that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the calculation ofquantified benefits in future formula rate plan filings, and the fuel tracker will be submitted annually2018 costs were approved in the 2017 formula rate plan filing. In August 2017, Entergy Arkansas and the parties to the proceeding filed a compliance filing. The stipulatedjoint motion to approve a unanimous settlement also providesagreement. In October 2017 the APSC issued an order finding that Entergy Gulf StatesArkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized over 15 years.

Entergy Louisiana

In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits, and Entergy Louisiana are permittedprovided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to deferproduce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced meters, the three-year deployment of which began in 2019. Deployment of the communications network began in 2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain external costs that were incurredbenefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Louisiana’s proposed AMI system, with modifications to achieve the business combination’sproposed customer benefits. The deferred amount, which shall not exceed $25 million, will be subject to a prudence review and amortized over a 10-year period.charge. In 2015 deferrals of $16 million for these external costs were recorded. A hearing on the stipulated settlement in the LPSC proceeding was held in July 2015. In August 20152017 the LPSC approved the business combination.stipulation. Entergy Louisiana expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized at current depreciation rates.

Entergy Mississippi

In AprilNovember 2016, Entergy Mississippi filed an application seeking an order from the MPSC granting a certificate of public convenience and necessity and finding that Entergy Mississippi’s deployment of AMI is in the public interest. Entergy Mississippi proposed to replace existing meters with advanced meters that enable two-way data communication; to design and build a secure and reliable network to support such communications; and to

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implement support systems. AMI is intended to serve as the foundation of Entergy Mississippi’s modernized power grid. The filing included an estimate of implementation costs for AMI of $132 million. The filing identified a number of quantified and unquantified benefits, and Entergy Mississippi provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal benefit to customers of $496 million over a 15-year period, which when netted against the costs of AMI results in $183 million of net customer benefits. Entergy Mississippi also sought to continue to include in rate base the remaining book value, approximately $56 million at December 31, 2015, the FERC approved applications requesting authorization for the business combination. In August 2015 the NRC approved the applications for the River Bend and Waterford 3 license transfersof existing meters that will be retired as part of the stepsAMI deployment and also to completedepreciate those assets using current depreciation rates. Entergy Mississippi proposed a 15-year depreciable life for the business combination.

On October 1, 2015,new advanced meters, the businesses formerly conductedthree-year deployment of which is expected to begin in 2019, subject to approval by the MPSC. Deployment of the communications network began in 2018. Entergy LouisianaMississippi proposed to include the AMI deployment costs and the quantified benefits in existing rate mechanisms, primarily through future formula rate plan filings and/or future energy cost recovery rider schedule re-determinations, as applicable. In May 2017 the Mississippi Public Utilities Staff and Entergy Gulf States Louisiana were combinedMississippi entered into and filed a singlejoint stipulation supporting Entergy Mississippi’s filing, and the MPSC issued an order approving the filing without material changes, finding that Entergy Mississippi’s deployment of AMI is in the public utility. Withinterest and granting a certificate of public convenience and necessity. The MPSC order also confirmed that Entergy Mississippi shall continue to include in rate base the completionremaining book value of existing meters that will be retired as part of the business combination,AMI deployment and also to depreciate those assets using current depreciation rates. In June 2018, as part of the order approving the joint stipulation between the Mississippi Public Utilities Staff and Entergy Louisiana holdsMississippi addressing Entergy Mississippi’s 2018 formula rate plan evaluation report and the ratemaking effects of the Tax Act, the MPSC approved the acceleration of the recovery of substantially all of the assets, and has assumed the liabilities,Entergy Mississippi’s existing customer meters in anticipation of Entergy Louisiana and Entergy Gulf States Louisiana. The combination was accounted for as a transaction between entities under common control. See Note 3 to the financial statements for further discussion of the customer credits resulting from the business combination.AMI deployment.

Algiers Asset Transfer (Entergy Louisiana and Entergy New Orleans)Orleans

In October 2014, Entergy Louisiana and2016, Entergy New Orleans filed an application withseeking a finding from the City Council seeking authorization to undertake a transaction that would resultEntergy New Orleans’s deployment of advanced electric and gas metering infrastructure is in the transfer from Entergy Louisiana topublic interest.  Entergy New Orleans proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems.  AMI is intended to serve as the foundation of certain assets that supported the provisionEntergy New Orleans’s modernized power grid.  The filing included an estimate of service to Entergy Louisiana’s customers in Algiers. In April 2015 the FERC issued an order approving the Algiers assets transfer. In May 2015 the parties filedimplementation costs for AMI of $75 million. The filing identified a settlement agreement authorizing the Algiers assets transfernumber of quantified and the settlement agreement was approved by a City Council resolution in May 2015. On September 1, 2015, Entergy Louisiana transferred its Algiers assets tounquantified benefits, and Entergy New Orleans forprovided a purchase pricecost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of approximately $85$101 million.  Entergy New Orleans paidalso sought to continue to include in rate base the remaining book value, approximately $21 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates.  Entergy Louisiana $59.6 million,New Orleans proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which began in 2019.  Deployment of the information technology infrastructure began in 2017 and deployment of the communications network began in 2018.  Entergy New Orleans proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022.  The City Council’s advisors filed testimony in May 2017 recommending the adoption of AMI subject to certain modifications, including final true-ups, from available cashthe denial of Entergy New Orleans’s proposed customer charge as a cost recovery mechanism. In January 2018 a settlement was reached between the City Council’s advisors and issuedEntergy New Orleans. In February 2018 the City Council approved the settlement, which deferred cost recovery to the 2018 Entergy New Orleans rate case, but also stated that an adjustment for 2018-2019 AMI costs can be filed in the rate case and that, for all subsequent AMI costs, the mechanism to be approved in the 2018 rate case will allow for the timely recovery of such costs. In April 2018 the City Council adopted a note payableresolution directing Entergy New Orleans to explore the options for accelerating the deployment of AMI. In June 2018 the City Council approved a one-year acceleration of AMI in its service area for an incremental $4.4 million.

Entergy Texas

In April 2017 the Texas legislature enacted legislation that extends statutory support for AMI deployment to Entergy Louisiana inTexas and directs that if Entergy Texas elects to deploy AMI, it shall do so as rapidly as practicable. In July 2017, Entergy Texas filed an application seeking an order from the amountPUCT approving Entergy Texas’s deployment of $25.5 million.

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AMI. Entergy Texas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Texas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $132 million. The filing identified a number of quantified and unquantified benefits, with Entergy Texas showing that its AMI deployment is expected to produce nominal net operational cost savings to customers of $33 million. Entergy Texas also sought to continue to include in rate base the remaining book value, approximately $41 million at December 31, 2016, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Texas proposed a seven-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Entergy Texas also proposed a surcharge tariff to recover the reasonable and necessary costs it has and will incur under the deployment plan for the full deployment of advanced meters. Further, Entergy Texas sought approval of fees that would be charged to customers who choose to opt out of receiving service through an advanced meter and instead receive electric service with a non-standard meter. In October 2017, Entergy Texas and other parties entered into and filed an unopposed stipulation and settlement agreement, permitting deployment of AMI with limited modifications. The PUCT approved the stipulation and settlement agreement in December 2017. Entergy Texas implemented the AMI surcharge tariff beginning with January 2018 bills. As of December 31, 2018, Entergy Texas has a regulatory liability related to the collection of the surcharge from customers. Consistent with the approval, deployment of the communications network began in 2018 and deployment of the advanced meters will begin in March 2019. Entergy Texas expects to recover the remaining net book value of its existing meters through a regulatory asset to be amortized at current depreciation rates.

System Agreement Cost Equalization Proceedings

Prior to theits final termination of the System Agreement,in 2016, the Utility operating companies historically engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement.  Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ retail regulators are pursuingcontinue to pursue litigation involving the System Agreement at the FERC and in federal courts.  The proceedings include challenges to the allocation of costs as defined by the System Agreement and other matters.

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

The FERC’s conclusion that the System Agreement no longer roughly equalizesequalized total production costs among the Utility operating companies.
In order to reach rough production cost equalization, the FERC imposed a bandwidth remedy by which each company’s total annual production costs willwould have to be within +/- 11% of Entergy System average total annual production costs.
In calculating the production costs for this purpose under the FERC’s order, output from the Vidalia hydroelectric power plant willwould not reflect the actual Vidalia price for the year but isbe priced at that year’s average

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price paid by Entergy Louisiana for the exchange of electric energy under Service Schedule MSS-3 of the System Agreement, thereby reducing the amount of Vidalia costs reflected in the comparison of the Utility operating companies’ total production costs.
The remedy ordered by the FERC in 2005 required no refunds and became effective based on calendar year 2006 production costs andwith the first reallocation payments were made in 2007.

The FERC’s decision reallocatesreallocated total production costs of the Utility operating companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower

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bandwidth.  Under the current circumstances, this will beThis was accomplished by payments from Utility operating companies whose production costs arewere more than 11% below Entergy System average production costs to Utility operating companies whose production costs arewere more than the Entergy System average production cost, with payments going first to those Utility operating companies whose total production costs arewere farthest above the Entergy System average.

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

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

In March 2015, in light of thea December 2014 decision by the D.C. Circuit in the interruptible load proceeding, Entergy filed with the FERC a motion to establish a briefing schedule on refund issues and an initial brief addressing refund issues. The initial brief argued that the FERC, in response to the D.C. Circuit decision, should clarify its policy on refunds and find that refunds are not required in this proceeding. In October 2015 the FERC issued three orders related to the commencement of the remedy on June 1, 2005 and the inclusion of interest on the amount for the period June 1, 2005 through December 31, 2005. Specifically, the FERC rejected Entergy Services’sEntergy’s request for rehearing of its decision to include interest on the amount for the seven-month period. The FERC also rejected Entergy Services’sEntergy’s request for rehearing of the order rejecting the compliance filing with regard to the issue of interest. Finally, the FERC set for hearing and settlement procedures the 2014 compliance filing that included the bandwidth calculation for the seven months June 1, 2005 through December 31, 2005. In setting the compliance filing for hearing, the FERC rejected the APSC’s protest that Entergy Arkansas should not be subject to the filing because Entergy Arkansas would be making the payments during a period following its exit from the System Agreement. The hearing onIn January 2018 the bandwidth calculation forD.C. Circuit affirmed the seven months June 1, 2005 through December 31, 2005 occurred in July 2016. The presiding judge issued an initialFERC decision in November 2016. In the initial decision, the presiding judge agreed with the Utility operating companies’ position that: (1) interest on the bandwidth payments for the 2005 test period shall be accrued from June 1, 2006 until the date that the bandwidth payments for that calculation are paid consistent with how the Utility operating companies performed the calculation; and (2) a portion of Entergy Louisiana’s 2001-vintage Louisiana state net operating loss accumulated deferred income tax that results from the Vidalia tax deduction should be excluded from the 2005 test period bandwidth calculation.

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Various participants filed briefs on exceptions and/or briefs opposing exceptions relatedArkansas was subject to the initial decision, including the LPSC, the APSC, the FERC trial staff, and Entergy Services. The initial decision is pending before the FERC.filing.

In December 2011, Entergy filed with the FERC its compliance filing that providesprovided the payments and receipts among the Utility operating companies pursuant to the FERC’s October 2011 order.  The APSC, the LPSC, the PUCT, and other parties intervened in the December 2011 compliance filing showsproceeding, and the APSC and the LPSC also filed protests. The filing showed the following payments/receipts among the Utility operating companies:

 Payments (Receipts)
 (In Millions)
Entergy Arkansas$156
Entergy Louisiana($75)
Entergy Mississippi($33)
Entergy New Orleans($5)
Entergy Texas($43)

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Notes to Financial Statements



Entergy Arkansas made its payment in January 2012.  In February 2012, Entergy Arkansas filed for an interim adjustment to its production cost allocation rider requesting that the $156 million payment be collected from customers over the 22-month period from March 2012 through December 2013.  In March 2012 the APSC issued an order stating that the payment can be recovered from retail customers through the production cost allocation rider, subject to refund.  The LPSC and the APSC have requested rehearing of the FERC’s October 2011 order.  In December 2013 the LPSC filed a petition for a writ of mandamus at the United States Court of Appeals for the D.C. Circuit. In its petition, the LPSC requested that the D.C. Circuit issue an order compelling the FERC to issue a final order on pending rehearing requests. In January 2014 the D.C. Circuit denied the LPSC’s petition. The APSC, the LPSC, the PUCT, and other parties intervened in the December 2011 compliance filing proceeding, and the APSC and the LPSC also filed protests.

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. 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 required 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 including interest pursuant to the February 2014 rehearing order. Entergy has sought rehearing of the February 2014 ordersorder with respect to the FERC’s determinations regarding interest. In April 2014 the LPSC filed a petition for review of the FERC’s October 2011 and February 2014 orders with the U.S. Court of Appeals for the D.C. Circuit. In August 2017 the D.C. Circuit issued a decision denying the LPSC’s appeal of the FERC’s October 2011 and February 2014 orders. On the issue of the FERC’s implementation of the prospective remedy as of June 2005 and whether the bandwidth remedy should be extended for an additional 17 months in years 2004-2005, the D.C. Circuit affirmed the FERC’s implementation of the remedy and denied the LPSC’s appeal. On the issue of whether the operating companies should be required to issue refunds for the 20-month period from September 2001 to May 2003, the D.C. Circuit granted the FERC’s request for agency reconsideration and remanded that issue back to the FERC for further proceedings as requested by all parties to the appeal. In response to the D.C. Circuit’s remand, various parties filed briefs with the FERC addressing whether the FERC should require the Utility operating companies to issue refunds for the 20-month refund period from September 2001 to May 2003. The appealLPSC has argued in favor of such remands and Entergy has opposed the LPSC’s request. The briefing was completed in September 2018 and the matter is pending.pending before the FERC.

In April and May 2014, Entergy filed with the FERC an updated compliance filing that providesprovided the payments and receipts among the Utility operating companies pursuant to the FERC’s February 2014 orders.  The filing showsshowed the following net payments and receipts, including interest, among the Utility operating companies:
 Payments (Receipts)
 (In Millions)
Entergy Arkansas$68
Entergy Louisiana($10)
Entergy Mississippi($11)
Entergy New Orleans$2
Entergy Texas($49)

These payments were made in May 2014. The LPSC, City Council, and APSC filed protests.
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The hearing on the bandwidth calculation for the seven months June 1, 2005 through December 31, 2005 occurred in July 2016. The presiding judge issued an initial decision in November 2016. In the initial decision, the presiding judge agreed with the Utility operating companies’ position that: (1) interest on the bandwidth payments for the 2005 test period should be accrued from June 1, 2006 until the date that the bandwidth payments for that calculation are paid, which is consistent with how the Utility operating companies performed the calculation; and (2) a portion of Entergy Louisiana’s 2001-vintage Louisiana state net operating loss accumulated deferred income tax that results from

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These payments were made inthe Vidalia tax deduction should be excluded from the 2005 test period bandwidth calculation. Various participants filed briefs on exceptions and/or briefs opposing exceptions related to the initial decision, including the LPSC, the APSC, the FERC trial staff, and Entergy Services. In May 2014. The LPSC, City Council,2018 the FERC issued an order affirming the initial decision and APSC have filed protests. As discussed above, the hearing onordered a comprehensive recalculation of the bandwidth calculationpayments/receipts for the seven months June 1, 2005 through December 31, 2005 occurredand a recalculation of the 2006 and 2007 test years as a result of limited revisions. Entergy filed the comprehensive recalculation of the bandwidth payments/receipts for the seven months June 1, 2005 through December 31, 2005 and the 2006 and 2007 test years in July 2016.2018. The filing shows the additional following payments and receipts among the Utility operating companies:
Payments (Receipts)
(In Millions)
Entergy Arkansas($4)
Entergy Louisiana($23)
Entergy Mississippi$16
Entergy New Orleans$5
Entergy Texas$6

These payments were made in July 2018. In January 2019 the FERC denied the LPSC’s request for rehearing of the May 2018 order.

Rough Production Cost Equalization Rates

Each May sincefrom 2007 through 2016 Entergy has filed with the FERC the rates to implement the FERC’s orders in the System Agreement proceeding.  These filings showshowed the following payments/receipts among the Utility operating companies arewere necessary to achieve rough production cost equalization as defined by the FERC’s orders:
 Payments (Receipts)
 2007 2008 2009 2010 2011 2012 2013 2014
 (In Millions)
Entergy Arkansas
$252
 
$252
 
$390
 
$41
 
$77
 
$41
 
$—
 
$—
Entergy Louisiana
($211) 
($160) 
($247) 
($22) 
($12) 
($41) 
$—
 
$—
Entergy Mississippi
($41) 
($20) 
($24) 
($19) 
($40) 
$—
 
$—
 
$—
Entergy New Orleans
$—
 
($7) 
$—
 
$—
 
($25) 
$—
 
($15) 
($15)
Entergy Texas
($30) 
($65) 
($119) 
$—
 
$—
 
$—
 
$15
 
$15

The Utility operating companies record, as necessary,recorded accounts payable or accounts receivable to reflect the rough production cost equalization payments and receipts required to implement the FERC’s remedy.  When accounts payable arewere recorded, a corresponding regulatory asset iswas recorded for the right to collect the payments from customers. When accounts receivable arewere recorded, a corresponding regulatory liability iswas recorded for the obligations to pass the receipts on to customers.  No payments were required in 2016 or 2015 to implement the FERC’s remedy based on calendar year 2015 production costs and 2014 production costs, respectively. Entergy Arkansas ceased participating in the System Agreement on December 18, 2013 and was not part of the calendar year 2013 or 2014 production costs calculations. The System Agreement terminated in August 2016.

The APSC has approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas.  Entergy Texas is recoveringrecovered its 2013 rough production cost equalization payment over three years beginning April 2014. Entergy Texas included its 2014 rough production cost equalization payment as a component of an interim fuel refund made in 2014. Management believes that any changes in the allocation of production costs resulting from the FERC’s decision and related retail proceedings should result in similar rate changes for retail customers, subject to specific circumstances that have caused trapped costs.

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

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, 2008, and 2009 based on calendar years 2006, 2007, and 2008 production costs. In September 2014, Entergy filed with the FERC its compliance filing that provides the payments and receipts, including interest, among the Utility operating companies pursuant to the FERC’s orders for the 2007, 2008, and 2009 rate filing proceedings. The filing shows the following additional payments/receipts among the Utility operating companies:

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Notes to Financial Statements


Payments (Receipts)
(In Millions)
Entergy Arkansas$38
Entergy Louisiana($38)
Entergy Mississippi$16
Entergy New Orleans($1)
Entergy Texas($15)

Entergy Arkansas and Entergy Mississippi madeThe following rough production cost equalization rate proceedings are still ongoing or were ongoing during the payments in September and October 2014.

The FERC proceedings that resulted from rate filings made in 2007, 2008, and 2009 have been resolved by various orders issued by the FERC and appellate courts. See below for a discussion of rate filings since 2009 and the comprehensive recalculation filing directed by the FERC in the proceeding related to the 2010 rate filing.period 2016-2018.

2010 Rate Filing Based on Calendar Year 2009 Production Costs

In May 2010, Entergy filed with the FERC the 2010 rates in accordance with the FERC’s orders in the System Agreement proceeding, and supplemented the filing in September 2010.  Several parties intervened in the proceeding at the FERC, including the LPSC and the City Council, which also filed protests.  In July 2010 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2010, subject to refund, and setrefund.  After an abeyance of the proceeding for hearing and settlement procedures.  Settlement procedures have been terminated, and the ALJ scheduled hearings to begin in March 2011.  Subsequently, in January 2011 the ALJ issued an order directing the parties and FERC Staff to show cause why this proceeding should not be stayed pending the issuance of FERC decisions in the prior production cost proceedings currently before the FERC on review.  In March 2011 the ALJ issued an order placing this proceeding in abeyance. In October 2013 the FERC issued an order granting clarification and denying rehearing with respect to its October 2011 rehearing order in this proceeding. The FERC clarified that inschedule, a bandwidth proceeding parties can challenge erroneous inputs, implementation errors, or prudence of cost inputs, but challenges to the bandwidth formula itself must be raised in a Federal Power Act section 206 complaint or section 205 filing. Subsequently in October 2013 the presiding ALJ lifted the stay order holding in abeyance the hearing previously ordered by the FERC and directing that the remaining issues proceed to a hearing on the merits. The hearing was held in March 2014 and the presiding ALJ issued an initial decision in September 2014. Briefs on exception were filed in October 2014. In December 2015 the FERC issued an order affirming the initial decision in part and rejecting the initial decision in part.order. Among other things, the December 2015 order directsdirected Entergy Services to submit a compliance filing, the results of which may affect the rough production cost equalization filings made for the June - December 2005, 2006, 2007, and 2008 test periods.filing. In January 2016 the LPSC, the APSC, and Entergy Services filed requests for rehearing of the FERC’s December 2015 order. In February 2016, Entergy Services submitted the compliance filing ordered in the December 2015 order.  The result of the true-up payments and receipts for the recalculation of production costs resulted in the following payments/receipts among the Utility operating companies:

 Payments (Receipts)
 (In Millions)
Entergy Arkansas$2
Entergy Louisiana$6
Entergy Mississippi($4)
Entergy New Orleans($1)
Entergy Texas($3)
 

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In September 2016 the FERC accepted the February 2016 compliance filing subject to a further compliance filing made in November 2016. The further compliance filing iswas required as a result of an order also issued in September 2016 ruling on the January 2016 rehearing requests filed by the LPSC, the APSC, and Entergy Services.Entergy. In the order addressing the rehearing requests, the FERC granted the LPSC’s rehearing request and directed that interest be calculated on the payment/receipt amounts based on the 2009 production costs.amounts. The FERC also granted the APSC’s and Entergy Services’sEntergy’s rehearing request and ordered the removal of both securitized asset accumulated deferred income taxes and contra-securitization accumulated deferred income taxes from the calculation. In November 2016, Entergy Services submitted its compliance filing in response to the FERC’s order on rehearing. The compliance filing included a revised refund calculation of the bandwidth true-up payments and receipts based on 2009 test year data and interest calculations. The LPSC protested the interest calculations andcalculations. In November 2017 the FERC issued an order rejecting the November 2016 compliance filing. The FERC determined that the payments detailed in the November 2016 compliance filing is pending an orderdid not include adequate interest for the payments from Entergy Arkansas to Entergy Louisiana because it did not include interest on the FERC.principal portion of the payment that was made in February 2016. In December 2017, Entergy recalculated the interest pursuant to the November 2017 order. As a result of the recalculations, Entergy Arkansas owed very minor payments to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.


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Notes to Financial Statements


2011 Rate Filing Based on Calendar Year 2010 Production Costs

In May 2011, Entergy filed with the FERC the 2011 rates in accordance with the FERC’s orders in the System Agreement proceeding.  Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest.  In July 2011 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2011, subject to refund, setrefund. After an abeyance of the proceeding for hearing procedures, and then held those proceduresschedule, in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In January 2014 the LPSC filed a petition for a writ of mandamus at the United States Court of Appeals for the Fifth Circuit. In its petition, the LPSC requested that the Fifth Circuit issue an order compelling the FERC to issue a final order in several proceedings related to the System Agreement, including the 2011 rate filing based on calendar year 2010 production costs and the 2012 and 2013 rate filings discussed below. In March 2014 the Fifth Circuit rejected the LPSC’s petition for a writ of mandamus. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2011 rate filing with the 2012, 2013, and 2014 rate filings for settlement and hearing procedures. See discussion below regarding the consolidated settlement and hearing procedures in connection with this proceeding.

2012 Rate Filing Based on Calendar Year 2011 Production Costs

In May 2012, Entergy filed with the FERC the 2012 rates in accordance with the FERC’s orders in the System Agreement proceeding.  Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest.  In August 2012 the FERC accepted Entergy’s proposed rates for filing, effective June 2012, subject to refund, setrefund. After an abeyance of the proceeding for hearing procedures, and then held those proceduresschedule, in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2012 rate filing with the 2011, 2013, and 2014 rate filings for settlement and hearing procedures. See discussion below regarding the consolidated settlement and hearing procedures in connection with this proceeding.

2013 Rate Filing Based on Calendar Year 2012 Production Costs

In May 2013, Entergy filed with the FERC the 2013 rates in accordance with the FERC’s orders in the System Agreement proceeding. Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest. The City Council intervened and filed comments related to including the outcome of a related FERC proceeding in the 2013 cost equalization calculation. In August 2013 the FERC issued an order accepting the 2013 rates, effective June 1, 2013, subject to refund, setrefund. After an abeyance of the proceeding for hearing procedures, and then held those proceduresschedule, in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2013 Rate Filingrate filing with the 2011, 2012, and 2014 Rate Filingsrate filings for settlement and hearing procedures. See discussion below regarding the consolidated settlement and hearing procedures in connection with this proceeding.


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Notes to Financial Statements


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. Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest. The City Council intervened and filed comments. In December 2014 the FERC issued an order accepting the 2014 rates, effective June 1, 2014, subject to refund, set the proceeding for hearing procedures, and consolidated the 2014 Rate Filingrate filing with the 2011, 2012, and 2013 Rate Filingsrate filings for settlement and hearing procedures. See discussion below regarding the consolidated settlement and hearing procedures in connection with this proceeding.

Consolidated 2011, 2012, 2013, and 2014 Rate Filing Proceedings

As discussed above, in December 2014 the FERC consolidated the 2011, 2012, 2013, and 2014 rate filings for settlement and hearing procedures. In May 2015, Entergy filed direct testimony in the consolidated rate filings and the LPSC filed direct testimony concerning its complaint proceeding that is consolidated with the rate filings, challenging certain components of the pending bandwidth calculations for prior years. In July 2015 the parties filed direct and answering testimony. Among other issues with the pending bandwidth calculations, the LPSC challenged the administration of the accounting for joint account sales of energy in the intra-system bill. In August and September 2015 the parties filed additional rounds of testimony in the consolidated hearing for the 2011, 2012, 2013, and 2014 rate filings. In October 2015 the LPSC withdrew its testimony challenging the accounting for joint account sales of energy. The hearingsHearings occurred in November 2015, and the ALJ issued an initial decision from the ALJ was issued in July 2016. In the initial decision, the ALJ generally agreed with Entergy’s bandwidth calculations with one exception on the accounting related to the Waterford 3 sale/leaseback. Briefs wereIn March 2018 the FERC issued an order affirming the initial decision. In April 2018 the LPSC requested rehearing of the FERC’s March 2018 order affirming the ALJ’s initial decision. Entergy filed in September 2016.May 2018 the bandwidth true-up payments and receipts for the 2011-2014 rate filings (table does not net to zero due to rounding):

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Entergy Corporation and Subsidiaries
Notes to Financial Statements


Payments (Receipts)
(In Millions)
Entergy Arkansas$3
Entergy Louisiana$3
Entergy Mississippi($1)
Entergy New Orleans$1
Entergy Texas($5)

These payments were made in May 2018. The LPSC request for rehearing is pending.

Utility Operating Company Termination of System Agreement Participation

Entergy Arkansas and Entergy Mississippi ceased participating in the System Agreement effective December 18, 2013 and November 7, 2015, respectively. Entergy Louisiana, Entergy New Orleans, and Entergy Texas terminated participation in the System Agreement on August 31, 2016, which resulted in the termination of the System Agreement in its entirety pursuant to a settlement agreement approved by the FERC in December 2015.

In December 2013 the FERC set one issue for hearing involving whether and how the benefits associated with settlement with Union Pacific regarding certain coal delivery issues should be allocated among Entergy Arkansas and the other Utility operating companies post-termination of the System Agreement. In December 2014 a FERC ALJ issued an initial decision finding that Entergy Arkansas would realize benefits after December 18, 2013 from the 2008 settlement agreement between Entergy Services, Entergy Arkansas, and Union Pacific, related to certain coal delivery issues. The ALJ further found that all of the Utility operating companies should share in those benefits pursuant to the methodology proposed by the MPSC. The Utility operating companies and other parties to the proceeding filed briefs on exceptions and/or briefs opposing exceptions with the FERC challenging various aspects of the December 2014 initial decision. In March 2016 the FERC issued an opinion affirming the December 2014 initial decision with regard to the determination that there were benefits related to the Union Pacific settlement, which were realized post Entergypost-Entergy Arkansas’s December 2013 withdrawal from the System Agreement, that should be shared with the other Utility operating companies utilizing the methodology proposed by the MPSC and trued-up to actual coal volumes purchased. In May 2016, Entergy made a compliance filing that provided the calculation of Union Pacific settlement benefits utilizing the methodology adopted by the initial decision, trued-up for the actual volumes of coal purchased. The payments were made in May 2016. In August 2016 the FERC issued an order accepting Entergy’s compliance filing. Also in August 2016 the APSC filed a petition for review of the FERC’s March 2016 and August 2016 orders with the U.S. Court of Appeals for the D.C. Circuit. In June 2018 the D.C. Circuit denied the APSC’s petition.

In connection with the System Agreement termination settlement agreement, the purchase power agreements, referred to as the jurisdictional separation plan PPAs, between Entergy Texas and Entergy Gulf States Louisiana that were put in place for certain legacy gas units at the time of Entergy Gulf States’s separation into Entergy Texas and Entergy Gulf States Louisiana terminated effective with the System Agreement termination. Similarly, the purchase

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Notes to Financial Statements


power agreement between Entergy Gulf States Louisiana and Entergy Texas for the Calcasieu unit also terminated. In March 2016, Entergy Services filed with the FERC the notices of termination. The jurisdictional separation plan PPAs were the means by which Entergy Texas received payment for its receivable associated with Entergy Louisiana’s Spindletop gas storage facility regulatory asset. As a result of the System Agreement termination settlement agreement, effective with the termination date, Entergy Texas no longer receives payments from Entergy Louisiana related to the Spindletop storage facility which resulted in a write-off recorded in 2015 by Entergy Texas of $23.5 million ($15.3 million net-of-tax). Upon termination of the System Agreement, other purchase power agreements entered into under Service Schedule MSS-4 of the System Agreement were replaced with updated agreements under a FERC-jurisdictional tariff effective September 1, 2016.

Interruptible Load Proceeding

In April 2007 the U.S. Court of Appeals for the D.C. Circuit issued its opinion in the LPSC’s appeal of the FERC’s March 2004 and April 2005 orders related to the treatment under the System Agreement of the Utility operating companies’ interruptible loads.  In its opinion the D.C. Circuit concluded that the FERCFERC: (1) acted arbitrarily and capriciously by allowing the Utility operating companies to phase-in the effects of the elimination of the interruptible load over a 12-month period of time; (2) failed to adequately explain why refunds could not be ordered under Section 206(c) of the Federal Power Act; and (3) exercised appropriately its discretion to defer addressing the cost of sulfur dioxide allowances until a later time.  The D.C. Circuit remanded the matter to the FERC for a more considered determination on the issue of refunds.  The FERC issued its order on remand in September 2007, in which it directed Entergy to make a compliance filing removing all interruptible load from the computation of peak load responsibility commencing April 1, 2004 and to issue any necessary refunds to reflect this change.  In addition, the order directed the Utility operating companies to make refunds for the period May 1995 through July 1996.  In November 2007 the Utility operating companies filed a refund report describing the refunds to be issued pursuant to the FERC’s orders.  The LPSC filed a protest to the refund report in December 2007, and the Utility operating companies filed an answer to the protest in January 2008.2007.  The refunds were made in October 2008 by the Utility operating companies that owed refunds to the Utility operating companies that were due a refundrefunds under the decision.  The APSC and the Utility operating companies appealed the FERC decisions to the D.C. Circuit.


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Notes to Financial Statements


Following the filing of petitioners’ initial briefs, the FERC filed a motion requesting the D.C. Circuit hold the appeal of the FERC’s decisions ordering refunds in the interruptible load proceeding in abeyance and remand the record to the FERC.  The D.C. Circuit granted the FERC’s unopposed motion in June 2009.  In December 2009 the FERC established a paper hearing to determine whether the FERC had the authority and, if so, whether it would be appropriate to order refunds resulting from changes in the treatment of interruptible load in the allocation of capacity costs by the Utility operating companies.  In August 2010 the FERC issued an order stating that it has the authority and refunds are appropriate.  The APSC, the MPSC, and Entergy requested rehearing of the FERC’s decision.  In June 2011 the FERC issued an order granting rehearing in part and denying rehearing in part, in which the FERC determined to invoke its discretion to deny refunds.  The FERC held that in this case where “the Entergy system as a whole collected the proper level of revenue, but, as was later established, incorrectly allocated peak load responsibility among the various Entergy operating companies….the Commission will apply here our usual practice in such cases, invoking our equitable discretion to not order refunds, notwithstanding our authority to do so.”  The LPSC has requested rehearing of the FERC’s June 2011 decision.  In July 2011 the refunds made in the fourth quarter 20092008 described above were reversed. In October 2011 the FERC issued an “Order Establishing Paper Hearing” inviting parties that oppose refunds to file briefs within 30 days addressing the LPSC’s argument that FERC precedent supports refunds under the circumstances present in this proceeding.  Parties that favor refunds were then invited to file reply briefs within 21 days of the date that the initial briefs arewere due.  Briefs were submitted and the matter is pending.

In September 2010 the FERC had issued an order setting the refund report filed in the proceeding in November 2007 for hearing and settlement judge procedures.  In May 2011, Entergy filed a settlement agreement that resolved all issues relating to the refund report set for hearing.  In June 2011 the settlement judge certified the settlement as uncontested and the settlement agreement is currently pending before the FERC.  In July 2011, Entergy filed an

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amended/corrected refund report and a motion to defer action on the settlement agreement until after the FERC rules on the LPSC’s rehearing request regarding the June 2011 decision denying refunds.

Prior to the FERC’s June 2011 order on rehearing, Entergy Arkansas filed an application in November 2010 with the APSC for recovery of the refund that it paid.  The APSC denied Entergy Arkansas’s application, and also denied Entergy Arkansas’s petition for rehearing.  If the FERC were to order Entergy Arkansas to pay refunds on rehearing in the interruptible load proceeding the APSC’s decision would trap FERC-approved costs at Entergy Arkansas with no regulatory-approved mechanism to recover them.  In August 2011, Entergy Arkansas filed a complaint in the United States District Court for the Eastern District of Arkansas asking for a declaratory judgment that the rejection of Entergy Arkansas’s application by the APSC is preempted by the Federal Power Act.  The APSC filed a motion to dismiss the complaint.  In April 2012 the United States district court dismissed Entergy Arkansas’s complaint without prejudice stating that Entergy Arkansas’s claim is not ripe for adjudication and that Entergy Arkansas did not have standing to bring suit at this time.

In March 2013 the FERC issued an order denying the LPSC’s request for rehearing of the FERC’s June 2011 order wherein the FERC concluded it would exercise its discretion and not order refunds in the interruptible load proceeding. Based on its review of the LPSC’s request for rehearing and the briefs filed as part of the paper hearing established in October 2011, the FERC affirmed its earlier ruling and declined to order refunds under the circumstances of the case. In May 2013 the LPSC filed a petition for review with the U.S. Court of Appeals for the D.C. Circuit seeking review of FERC prior orders in the Interruptible Load Proceedinginterruptible load proceeding that concluded that the FERC would exercise its discretion and not order refunds in the proceeding. Oral argument was held on the appeal in the D.C. Circuit in September 2014. In December 2014 the D.C. Circuit issued an order on the LPSC’s appeal and remanded the case back to the FERC. The D.C. Circuit rejected the LPSC’s argument that there is a presumption in favor of refunds, but it held that the FERC had not adequately explained its decision to deny refunds and directed the FERC “to consider the relevant factors and weigh them against one another.” In March 2015, Entergy filed with the FERC a motion to establish a briefing schedule on remand and an initial brief on remand to address the December 2014 decision by the D.C. Circuit. The initial brief on remand argued that the FERC, in response to the D.C. Circuit decision, should clarify its policy on refunds and find that refunds are not required in the interruptible load proceeding.

In April 2016 the FERC issued an order on remand that addressed the December 2014 decision by the D.C. Circuit in the interruptible load proceeding. The order on remand affirmed the FERC’s denial of refunds for the 15-month refund effective period. The FERC explained and clarified its policies regarding refunds and concluded that the evidence in the record demonstrated that the relevant equitable factors favored not requiring refunds in this case. The FERC also noted that, under Section 206(c) of the Federal Power Act, in a Section 206 proceeding involving two or more electric utility companies of a registered holding company system, the FERC may order refunds only if it determines the refunds would not cause the registered holding company to experience any reduction in revenues resulting from an inability of an electric utility company in the system to recover the resulting increase in costs. The FERC stated it was not able to find that the Entergy system would not experience a reduction in revenues if refunds were awarded in this proceeding, which further supported the denial of refunds. In May 2016 the LPSC filed a request for rehearing of the FERC’s April 2016 order. In September 2016 the FERC issued an order denying the LPSC’s request for rehearing and reaffirming its denial of refunds for the 15-month refund effective period. The LPSC has appealed the April and September 2016 orders to the U.S. Court of Appeals for the D.C. Circuit. In March 2018 the D.C. Circuit issued an order denying the LPSC’s appeal and affirming the FERC’s decision that it would be inequitable to award refunds in the proceeding. In April 2018 the LPSC sought rehearing en banc of the D.C. Circuit’s order denying the LPSC’s appeal. In May 2018 the D.C. Circuit denied the LPSC’s rehearing request. In August 2018 the LPSC filed with the Supreme Court of the United States a petition for a writ of certiorari to review the judgment of the D.C. Circuit. In November 2018 the Supreme Court of the United States denied the LPSC’s petition for a writ of certiorari to review the judgment of the D.C. Circuit, effectively terminating the interruptible load proceeding.

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Notes to Financial Statements



Entergy Arkansas Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocateallocated the energy generated by Entergy System resources,resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity,capacity; and (c) violated the provision of the System Agreement that prohibitsprohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challengeschallenged sales made beginning in 2002 and requestsrequested refunds.  In July 2009 the Utility operating companies filed a response to the complaint requesting that the FERC dismiss the complaint on the

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merits without hearing because the LPSC has failed to meet its burden of showing any violation of the System Agreement and failed to produce any evidence of imprudent action by the Entergy System.  In their response, the Utility operating companies explainedarguing among other things that the System Agreement clearly contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

The LPSC filed direct testimony in the proceeding alleging, among other things, (1) that Entergy violated the System Agreement by permitting Entergy Arkansas to make non-requirements sales to non-affiliated third parties rather than making such energy available to the other Utility operating companies’ customers; and (2) that over the period 2000 - 2009, these non-requirements sales caused harm to the Utility operating companies’ customers and these customers should be compensated for this harm by Entergy.  In subsequent testimony, the LPSC modified its original damages claim in favor of quantifying damages by re-running intra-system bills.  The Utility operating companies believe the LPSC’s allegations are without merit.  AAfter a hearing, in the matter was held in August 2010.

In December 2010 the ALJ issued an initial decision.decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  Quantifying the effect of the FERC’s decision will require re-running intra-system bills for a ten-year period, and theThe FERC in its decision established further hearing procedures to determine the calculation of the effects.  In July 2012, Entergy and the LPSC filed requests for rehearing of the FERC’s June 2012 decision, which are pending with the FERC.

As required by the procedural schedule established in the calculation proceeding, Entergy filed its direct testimony that included a proposed illustrative re-run, consistent with the directives in FERC’s order, of intra-system bills for 2003, 2004, and 2006, the three years with the highest volume of opportunity sales.  Entergy’s proposed illustrative re-run of intra-system bills shows that the potential cost for Entergy Arkansas would be up to $12 million for the years 2003, 2004, and 2006, excluding interest, and the potential benefit would be significantly less than that for each of the other Utility operating companies.  Entergy’s proposed illustrative re-run of the intra-system bills also shows an offsetting potential benefit to Entergy Arkansas for the years 2003, 2004, and 2006 resulting from the effects of the FERC’s order on System Agreement Service Schedules MSS-1, MSS-2, and MSS-3, and the potential offsetting cost would be significantly less than that for each of the other Utility operating companies.  Entergy provided to the LPSC an illustrative intra-system bill recalculation as specified by the LPSC for the years 2003, 2004, and 2006, and the LPSC then filed answering testimony in December 2012.  In its testimony the LPSC claims that the damages, excluding interest, that should be paid by Entergy Arkansas to the other Utility operating company’s customers for 2003, 2004, and 2006 are $42 million to Entergy Gulf States, Inc., $7 million to Entergy Louisiana, $23 million to Entergy Mississippi, and $4 million to Entergy New Orleans. The FERC staff and certain intervenors filed direct and answering testimony in February 2013. In April 2013, Entergy filed its rebuttal testimony in that proceeding, including a revised illustrative re-run of the intra-system bills for the years 2003, 2004, and 2006. The revised calculation determines the re-pricing of the opportunity sales based on consideration of moveable resources only and the removal of exchange energy received by Entergy Arkansas, which increases the potential cost for Entergy Arkansas over the three years 2003, 2004, and 2006 by $2.3 million from the potential costs identified in the Utility operating companies’ prior filings in September and October 2012. A hearing was held in May 2013 to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision.

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Notes to Financial Statements


In August 2013 the presiding judgeALJ issued an initial decision in the calculation proceeding. The initial decision concludes that the methodology proposed by the LPSC, rather than the methodologies proposed by Entergy or the FERC Staff, should be used to calculate the payments that Entergy Arkansas is to make to the other Utility operating companies. The initial decision also concludes that the other System Agreement service schedules should not be adjusted and that payments by Entergy Arkansas should not be reflected in the rough production cost equalization bandwidth calculations for the applicable years. The initial decision does recognize that the LPSC’s methodology would result in an inequitable windfall to the other Utility operating companies and, therefore, concludes that any payments by Entergy Arkansas should be reduced by 20%.August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing the requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order deniesdenied Entergy’s request for rehearing and affirmsaffirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

The effect of the FERC’s decisions, if upheld, is that Entergy Arkansas will make payments to some or all of the other Utility operating companies. As part of the further proceedings required by the FERC, Entergy has performed an initial re-run of the intra-system bills for the ten-year period (2000-2009) to attempt to quantify the effects of the FERC's rulings. The ALJ will issue an initial decision and FERC will issue an order reviewing that decision. No payments will be made or received by the Utility operating companies until the FERC issues an order reviewing that initial decision and Entergy submits a subsequent filing to comply with that order. Because further proceedings are required, the amount and recipients of payments by Entergy Arkansas are unknown at this time. Based on testimony previously submitted in the case, however, in the first quarter 2016 Entergy Arkansas recorded a liability of $87 million for its estimated increased costs and payment to the other Utility operating companies, including interest. This estimate is subject to change depending on how the FERC resolves the issues that are still outstanding in the case. Entergy Arkansas’s increased costs will be attributed to Entergy Arkansas’s retail and wholesale businesses, and it is not probable that Entergy Arkansas will recover the wholesale portion. Therefore Entergy Arkansas recorded a regulatory asset of approximately $75 million, which represents its estimate of the retail portion of the costs.
In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order addressingarguing that payments made by Entergy Arkansas should be reduced as a result of the requests for rehearing filed in July 2012.timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. Also, in May 2016 a procedural schedule was established with a hearing in May 2017 and an initial decision expected in August 2017. Pursuant to that procedural schedule, Entergy Services re-ran intra-system bills for the ten-year period to quantify the effects of the FERC's ruling. In November 2016 the LPSC submitted testimony disputing certain aspects of the calculations, and Entergy Services submitted answering testimony in January 2017. In February 2017 the FERC staff filed testimony and Entergy Services filed responsive testimony.


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Entergy Corporation and Subsidiaries
Notes to Financial Statements


ComplaintFERC’s April 2016 order. In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2017. In July 2017 the ALJ issued an initial decision addressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017 the Utility operating companies, the LPSC, the APSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:

 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

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Complaints Against System Energy

Return on Equity Complaints

In January 2017 the APSC and MPSC filed a complaint with the FERC against System Energy. The complaint seeks a reduction in the return on equity component of the Unit Power Sales Agreement pursuant to which System Energy sells its Grand Gulf capacity and energy to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. Entergy Arkansas also sells some of its Grand Gulf capacity and energy to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under separate agreements. The current return on equity under the Unit Power Sales Agreement is 10.94%. , which was established in a rate proceeding that became final in July 2001.

The APSC and MPSC complaint alleges that the return on equity is unjust and unreasonable because current capital market and other considerations indicate that it is excessive. The complaint requests the FERC to institute proceedings to investigate the return on equity and establish a lower return on equity, and also requests that the FERC establish January 23, 2017 as a refund effective date. The complaint includes return on equity analysis that purports to establish that the range of reasonable return on equity for System Energy is between 8.37% and 8.67%. System Energy answered the complaint in February 2017 and disputes that a return on equity of 8.37% to 8.67% is just and reasonable. ActionThe LPSC and the City Council intervened in the proceeding expressing support for the complaint. System Energy is recording a provision against revenue for the potential outcome of this proceeding. In September 2017 the FERC established a refund effective date of January 23, 2017, consolidated the return on equity complaint with the proceeding described in Unit Power Sales Agreement below, and directed the parties to engage in settlement proceedings before an ALJ. The parties have been unable to settle the return on equity issue and a FERC hearing judge was assigned in July 2018. The 15-month refund effective date in connection with the APSC/MPSC complaint expired on April 23, 2018.

In April 2018 the LPSC filed a complaint with the FERC against System Energy seeking an additional 15-month refund period.  The LPSC complaint requests similar relief from the FERC with respect to System Energy’s return on equity and also requests the FERC to investigate System Energy’s capital structure.  The APSC, MPSC, and City Council intervened in the proceeding, filed an answer expressing support for the complaint, and asked the FERC to consolidate this proceeding with the proceeding initiated by the FERC is pending.complaint of the APSC and MPSC in January 2017. System Energy answered the LPSC complaint in May 2018 and also filed a motion to dismiss the complaint.

In August 2018 the FERC issued an order dismissing the LPSC’s request to investigate System Energy’s capital structure and setting for hearing System Energy’s return on equity, with a refund effective date of April 2018. The portion of the LPSC’s complaint dealing with return on equity was subsequently consolidated with the APSC and MPSC complaint for hearing. The consolidated hearing has been scheduled for September 2019, and the parties are required to address an order (issued in a separate proceeding involving New England transmission owners) that proposed modifying the FERC’s standard methodology for determining return on equity. In September 2018, System Energy filed a request for rehearing and the LPSC filed a request for rehearing or reconsideration of the FERC’s August 2018 order. The LPSC’s request referenced an amended complaint that it filed on the same day raising the same capital structure claim the FERC had earlier dismissed. The FERC initiated a new proceeding for the amended complaint, and System Energy submitted a response to the amended complaint in October 2018. In January 2019 the FERC set the amended complaint for settlement and hearing proceedings.

Grand Gulf Sale-leaseback Renewal Complaint

In May 2018 the LPSC filed a complaint against System Energy and Entergy Services related to System Energy’s renewal of a sale-leaseback transaction originally entered into in December 1988 for an 11.5% undivided interest in Grand Gulf Unit 1. The complaint alleges that System Energy violated the filed rate and the FERC’s ratemaking and accounting requirements when it included in Unit Power Sales Agreement billings the cost of capital additions associated with the sale-leaseback interest, and that System Energy is double-recovering costs by including both the lease payments and the capital additions in Unit Power Sales Agreement billings. The complaint also claims

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Notes to Financial Statements


that System Energy was imprudent in entering into the sale-leaseback renewal because the Utility operating companies that purchase Grand Gulf’s output from System Energy could have obtained cheaper capacity and energy in the MISO markets. The complaint further alleges that System Energy violated various other reporting and accounting requirements and should have sought prior FERC approval of the lease renewal. The complaint seeks various forms of relief from the FERC. The complaint seeks refunds for capital addition costs for all years in which they were recorded in allegedly non-formula accounts or, alternatively, the disallowance of the return on equity for the capital additions in those years plus interest. The complaint also asks that the FERC disallow and refund the lease costs of the sale-leaseback renewal on grounds of imprudence, investigate System Energy’s treatment of a DOE litigation payment, and impose certain forward-looking procedural protections, including audit rights for retail regulators of the Unit Power Sales Agreement formula rates. The APSC, MPSC, and City Council intervened in the proceeding.

In June 2018, System Energy and Entergy Services filed a motion to dismiss and an answer to the LPSC complaint denying that System Energy’s treatment of the sale-leaseback renewal and capital additions violated the terms of the filed rate or any other FERC ratemaking, accounting, or legal requirements or otherwise constituted double recovery. The response also argued that the complaint is inconsistent with a FERC-approved settlement to which the LPSC is a party and that explicitly authorizes System Energy to recover its lease payments. Finally, the response argued that both the capital additions and the sale-leaseback renewal were prudent investments and the LPSC complaint fails to justify any disallowance or refunds. The response also offered to submit formula rate protocols for the Unit Power Sales Agreement similar to the procedures used for reviewing transmission rates under the MISO tariff. In September 2018 the FERC issued an order setting the complaint for hearing and settlement proceedings. The FERC established a refund effective date of May 2018. The hearing has been scheduled for November 2019.

Unit Power Sales Agreement

In August 2017, System Energy submitted to the FERC proposed amendments to the Unit Power Sales Agreement pursuant to which System Energy sells its Grand Gulf capacity and energy to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. The filing proposes limited amendments to the Unit Power Sales Agreement to adopt (1) updated rates for use in calculating Grand Gulf plant depreciation and amortization expenses and (2) updated nuclear decommissioning cost annual revenue requirements, both of which are recovered through the Unit Power Sales Agreement rate formula. The proposed amendments would result in lower charges to the Utility operating companies that buy capacity and energy from System Energy under the Unit Power Sales Agreement. The proposed changes are based on updated depreciation and nuclear decommissioning studies that take into account the renewal of Grand Gulf’s operating license for a term through November 1, 2044. System Energy requested that the FERC accept the amendments effective October 1, 2017.

In September 2017 the FERC accepted System Energy’s proposed Unit Power Sales Agreement amendments, subject to further proceedings to consider the justness and reasonableness of the amendments. Because the amendments propose a rate decrease, the FERC also initiated an investigation under Section 206 of the Federal Power Act to determine if the rate decrease should be lower than proposed. The FERC accepted the proposed amendments effective October 1, 2017, subject to refund pending the outcome of the further settlement and/or hearing proceedings, and established a refund effective date of October 11, 2017 with respect to the rate decrease. The FERC also consolidated the Unit Power Sales Agreement amendment proceeding with the proceeding described inReturn on Equity Complaints” above, and directed the parties to engage in settlement proceedings before an ALJ. In June 2018, System Energy filed with the FERC an uncontested settlement relating to the updated depreciation rates and nuclear decommissioning cost annual revenue requirements. In August 2018 the FERC issued an order accepting the settlement. In the third quarter 2018, System Energy recorded a reduction in depreciation expense of approximately $26 million, representing the cumulative difference in depreciation expense resulting from the depreciation rates used from October 11, 2017 through September 30, 2018 and the depreciation rates included in the settlement filing accepted by the FERC.

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Entergy Corporation and Subsidiaries
Notes to Financial Statements


Storm Cost Recovery Filings with Retail Regulators

Entergy Louisiana

Hurricane Isaac

In August 2012, Hurricane Isaac caused extensive damage to portions of Entergy’sEntergy Louisiana’s service area in Louisiana, and to a lesser extent in Mississippi and Arkansas.area.  The storm resulted in widespread power outages, significant damage primarily to distribution infrastructure, and the loss of sales during the power outages.  In June 2014 the LPSC voted to approve a series of orders which (i) quantified $290.8 million of Hurricane Isaac system restoration costs as prudently incurred; (ii) determined $290 million as the level of storm reserves to be re-established; (iii) authorized Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) granted other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs.  Entergy Louisiana committed to pass on to customers a minimum of $30.8 million of customer benefits through annual customer credits of approximately $6.2 million for five years. 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 $314.85 million in bonds under Louisiana Act 55.  From the $309 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $16 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $293 million directly to Entergy Louisiana.  Entergy Louisiana used the $293 million received from the LURC to acquire 2,935,152.69 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.

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


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Entergy Corporation and Subsidiaries
Notes to Financial Statements


Hurricane Gustav and Hurricane Ike

In September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy’sEntergy Louisiana’s service territory.  In December 2009, Entergy Louisiana entered into a stipulation agreement with the LPSC staff that provided for total recoverable costs of approximately $628 million, including carrying costs.  Under this stipulation, Entergy Louisiana agreed not to recover $11.6 million ofregarding its storm restoration spending.  The stipulation also permitted replenishing Entergy Louisiana’s storm reserve in the amount of $290 million when the Act 55 financings were accomplished.costs.  In March and April 2010, Entergy Louisiana and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that included these terms and also included Entergy Louisiana’s proposal under theto utilize Act 55 financings,financing, which included a commitment to pass on to customers a minimum of $43.3 million of customer benefits through a prospective annual rate reduction of $8.7 million for five years.  In April 2010 the LPSC approved the settlement and subsequently issued financing orders and a ratemaking order intended to facilitate the implementation of the Act 55 financings.  In June 2010 the Louisiana State Bond Commission approved the Act 55 financing. The settlement agreement allowed for an adjustment to the credits if there was a change in the applicable federal or state income tax rate. As a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to 21%, the Louisiana Act 55 financing savings obligation regulatory liability related to Hurricane Gustav and Hurricane Ike was reduced by $2.7 million, with a corresponding increase to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

In July 2010, the LCDA issued two series of bonds totaling $713.0 million in bonds under Act 55.  From the $702.7 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $290 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $412.7 million directly to Entergy

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Notes to Financial Statements


Louisiana.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana used $412.7 million to acquire 4,126,940.15 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement.  The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

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

Hurricane Katrina and Hurricane Rita

In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the Utility’sEntergy Louisiana’s service territories in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area.

territory. In March 2008, Entergy Louisiana and the LURC filed at the LPSC an application requesting that the LPSC grant a financing order authorizing the financing of Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Louisiana Act 55.  The Louisiana Act 55 financing is expected to produce additional customer benefits as compared to traditional securitization.  Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a storm cost offset rider.  In April 2008 the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financing, approved requests for the Act 55 financing.  Also in April 2008, Entergy Louisiana and the LPSC staff filed with the LPSC an uncontested stipulated settlement that included Entergy Louisiana’s proposal under the Act 55 financing, which included a commitment to pass on to customers a minimum of $40 million of customer benefits through a prospective annual rate reduction of $8 million for five years.  The LPSC subsequently approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financing.  In May 2008 the Louisiana State Bond Commission granted final approval of the Act 55 financing.


109

Entergy Corporationthe enactment of the Tax Cuts and Subsidiaries
NotesJobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to Financial Statements

21%, the Louisiana Act 55 financing savings obligation regulatory liability related to Hurricanes Katrina and Rita was reduced by $22.3 million, with a corresponding increase to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

In July 2008 the LPFA issued $687.7 million in bonds under the aforementioned Act 55.  From the $679 million of bond proceeds loaned by the LPFA to the LURC, the LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $527 million directly to Entergy Louisiana.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $545 million, including $17.8 million that was withdrawn from the restricted escrow account as approved by the April 16, 2008 LPSC orders, in exchange for 5,449,861.85 Class A preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 10% annual distribution rate.  In August 2008, the LPFA issued $278.4 million in bonds under the aforementioned Act 55.  From the $274.7 million of bond proceeds loaned by the LPFA to the LURC, the LURC deposited $87 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $187.7 million directly to Entergy Louisiana.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $189.4 million, including $1.7 million that was withdrawn from the restricted escrow account as approved by the April 16, 2008 LPSC orders, in exchange for 1,893,918.39 Class A preferred, non-voting, membership interest units of Entergy Holdings Company LLC that carry a 10% annual distribution rate.  Distributions are payable quarterly commencing on September 15, 2008 and have a liquidation price of $100 per unit.  The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement.  The terms of the membership

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interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.  In February 2012, Entergy Louisiana sold 500,000 of its Class A preferred membership units in Entergy Holdings Company LLC, a wholly-owned Entergy subsidiary, to a third party in exchange for $51 million plus accrued but unpaid distributions on the units.  The 500,000 preferred membership units are mandatorily redeemable in January 2112.

The bonds were repaid in 2018. Entergy and Entergy Louisiana dodid not report the bonds issued by the LPFA on their balance sheets because the bonds are the obligation of the LPFA, and there iswas no recourse against Entergy or Entergy Louisiana in the event of a bond default.  To service the bonds, Entergy Louisiana collectcollected a system restoration charge on behalf of the LURC, and remitsremitted the collections to the bond indenture trustee.  Entergy and Entergy Louisiana dodid not report the collections as revenue because Entergy Louisiana iswas merely acting as the billing and collection agent for the state.

Entergy Mississippi

In July 2013, Entergy Mississippi andhas approval from the Mississippi Public Utilities Staff entered intoMPSC to collect a joint stipulation, wherein both parties agreed that approximately $32storm damage provision of $1.75 million inper month. If Entergy Mississippi’s accumulated storm restoration costs incurred in 2011 and 2012 were prudently incurred and chargeable todamage provision balance exceeds $15 million, the collection of the storm damage provision while approximately $700,000 in prudently incurred costs were more properly recoverable through the formula rate plan. Entergy Mississippi and the Mississippi Public Utilities Staff also agreedceases until such time that the accumulated storm damage provision should be increased from $750,000 per month to $1.75 million per month. In September 2013 the MPSC approved the joint stipulation with the increase in the storm damage provision effective with October 2013 bills. In February 2015, Entergy Mississippi provided notice to the Mississippi Public Utilities Staff that the storm damage provision would be set to zero effective with the March 2015 billing cycle as a result of Entergy Mississippi’s storm damage provision balance exceeding $15 million as of January 31, 2015, but would return to its current level when the storm damage provision balance becomes less than $10 million. As of April 30, 2016, Entergy Mississippi’s storm damage provision balance was less than $10 million, therefore Entergy Mississippi resumed billing the monthly storm damage provision effective with June 2016 bills. As of September 30, 2016, however, Entergy Mississippi’s storm damage provision balance again exceeded $15 million. Accordingly the storm damage provision was reset to zero beginning with the November 2016 billing cycle and will remain at zero untilbills. As of July 31, 2017, the balance in Entergy Mississippi’s accumulated storm damage provision was again becomes less than $10 million, at which time it will returntherefore Entergy Mississippi resumed billing the monthly storm damage provision effective with September 2017 bills. As of June 30, 2018, Entergy Mississippi’s storm damage provision balance exceeded $15 million. Accordingly the storm damage provision was reset to its prior level.zero beginning with August 2018 bills.

Entergy New Orleans

In August 2012, Hurricane Isaac caused extensive damage to Entergy New Orleans’s service area. The storm resulted in widespread power outages, significant damage primarily to distribution infrastructure, and the loss of sales during the power outages. In January 2015 the City Council issued a resolution approving the terms of a joint agreement in principle filed by Entergy New Orleans, Entergy Louisiana, and the City Council Advisors determining, among

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Notes to Financial Statements


other things, that Entergy New Orleans’s prudently-incurred storm recovery costs were $49.3 million, of which $31.7 million, net of reimbursements from the storm reserve escrow account, remained recoverable from Entergy New Orleans’s electric customers. The resolution also directed Entergy New Orleans to file an application to securitize the unrecovered City Council-approved storm recovery costs of $31.7 million pursuant to the Louisiana Electric Utility Storm Recovery Securitization Act (Louisiana Act 64). In addition, the resolution found that it was reasonable for Entergy New Orleans to include in the principal amount of its potential securitization the costs to fund and replenish Entergy New Orleans’s storm reserve in an amount that achieved the City Council-approved funding level of $75 million. In January 2015, in compliance with that directive, Entergy New Orleans filed with the City Council an application requesting that the City Council grant a financing order authorizing the financing of Entergy New Orleans’s storm costs, storm reserves, and issuance costs pursuant to Louisiana Act 64. In May 2015 the parties entered into an agreement in principle and the City Council issued a financing order authorizing Entergy New Orleans to issue storm recovery bonds in the aggregate amount of $98.7 million, including $31.8 million for recovery of Entergy New Orleans’s Hurricane Isaac storm recovery costs, including carrying costs, $63.9 million to fund and replenish Entergy New Orleans’s storm reserve, and approximately $3 million for estimated up-front financing costs associated with the securitization. See Note 5 to the financial statements for discussion of the issuance of the securitization bonds in July 2015.


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New Nuclear Generation Development Costs

Entergy Louisiana

Entergy Louisiana and Entergy Gulf States Louisiana were developing a project option for new nuclear generation at River Bend.  In March 2010, Entergy Louisiana and Entergy Gulf States Louisiana filed with the LPSC seeking approval to continue the limited development activities necessary to preserve an option to construct a new unit at River Bend.  At its June 2012 meeting the LPSC voted to uphold an ALJ recommendation that the request of Entergy Louisiana and Entergy Gulf States Louisiana be declined on the basis that the LPSC’s rule on new nuclear development does not apply to activities to preserve an option to develop and on the further grounds that the companies improperly engaged in advanced preparation activities prior to certification.  The LPSC directed that Entergy Louisiana and Entergy Gulf States Louisiana be permitted to seek recovery of these costs in their upcoming rate case filings that were subsequently filed in February 2013. In the resolution of the rate case proceeding the LPSC provided for an eight-year amortization of costs incurred in connection with the potential development of new nuclear generation at River Bend, without carrying costs, beginning in December 2014, provided, however, that amortization of these costs shall not result in a future rate increase. As of December 31, 2016,2018, Entergy Louisiana has a regulatory asset of $43.1$28.5 million on its balance sheet related to these new nuclear generation development costs.

Entergy Mississippi

Pursuant to the Mississippi Baseload Act and the Mississippi Public Utilities Act, Entergy Mississippi had been developing and preserving a project option for new nuclear generation at Grand Gulf Nuclear Station.  In October 2010, Entergy Mississippi filed an application with the MPSC requesting that the MPSC determine that it was in the public interest to preserve the option to construct new nuclear generation at Grand Gulf and that the MPSC approve the deferral of Entergy Mississippi’s costs incurred to date and in the future related to this project, including the accrual of AFUDC or similar carrying charges.  In October 2011, Entergy Mississippi and the Mississippi Public Utilities Staff filed with the MPSC a joint stipulation that the MPSC approved in November 2011.  The stipulation stated that there should be a deferral of the $57 million of costs incurred through September 2011 in connection with planning, evaluation, monitoring, and other and related generation resource development activities for new nuclear generation at Grand Gulf.  

In October 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations in Entergy Mississippi’s general rate case proceeding, which are discussed above. In consideration of the comprehensive terms for settlement in that rate case proceeding, the Mississippi Public Utilities Staff and Entergy Mississippi agreed that Entergy Mississippi would request consolidation of the new nuclear generation development costs proceeding with the rate case proceeding for hearing purposes and will not further pursue, except as noted below, recovery of the costs deferred by MPSC order in the new nuclear generation development docket. The stipulations

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state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. After considering the progress of the new nuclear generation costs proceeding in light of the joint stipulations, Entergy Mississippi recorded in 2014 a $56.2 million pre-tax charge to recognize that the regulatory asset associated with new nuclear generation development is no longer probable of recovery. In December 2014 the MPSC issued an order accepting in their entirety the October 2014 stipulations, including the findings and terms of the stipulations regarding new nuclear generation development costs.

Texas Power Price Lawsuit

In August 2003 a lawsuit was filed in the district court of Chambers County, Texas by Texas residents on behalf of a purported class of the Texas retail customers of Entergy Gulf States, Inc. who were billed and paid for electric power from January 1, 1994 to the present.  The named defendants include Entergy Corporation, Entergy Services, Entergy Power, Entergy Power Marketing Corp., and Entergy Arkansas.  Entergy Gulf States, Inc. was not a named defendant, but was alleged to be a co-conspirator.  The court granted the request of Entergy Gulf States, Inc. to intervene in the lawsuit to protect its interests.

Plaintiffs allege that the defendants implemented a “price gouging accounting scheme” to sell to plaintiffs and similarly situated utility customers higher priced power generated by the defendants while rejecting less expensive power offered from off-system suppliers.  In particular, plaintiffs allege that the defendants manipulated and continue to manipulate the dispatch of generation so that power is purchased from affiliated expensive resources instead of buying cheaper off-system power.

Plaintiffs stated in their pleadings that customers in Texas were charged at least $57 million above prevailing market prices for power.  Plaintiffs seek actual, consequential and exemplary damages, costs and attorneys’ fees, and disgorgement of profits.  The plaintiffs’ experts have tendered a report calculating damages in a large range, from $153 million to $972 million in present value, under various scenarios as of the date of the report.  The Entergy defendants have tendered expert reports challenging the assumptions, methodologies, and conclusions of the plaintiffs’ expert reports.

In March 2012 the state district court found that the case met the requirements to be maintained as a class action under Texas law.  In April 2012 the court entered an order certifying the class.  The defendants appealed the order to the Texas Court of Appeals – First District and oral argument was held in May 2013. In November 2014 the Texas Court of Appeals - First District reversed the state district court’s class certification order and dismissed the case holding that the state district court lacked subject matter jurisdiction to address the issues. Plaintiffs filed a motion for rehearing and a motion for rehearing en banc. In May 2015 the Court of Appeals granted plaintiffs’ motion for rehearing, withdrew its prior opinion, and set the case for resubmission in June 2015. In July 2015 the Court of Appeals issued a new opinion again finding that the plaintiffs’ claims fall within the exclusive jurisdiction of the FERC and, therefore, the trial court lacked subject matter jurisdiction over the case. The Court of Appeals ordered that the state district court dismiss all claims against the Entergy defendants. In September 2015 plaintiffs filed a petition for review at the Supreme Court of Texas. In September 2016 the Supreme Court denied the plaintiffs’ petition for review. In December 2016 the trial court entered a final judgment of dismissal bringing this matter to a conclusion.


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

Income taxes for 2016, 2015,2018, 2017, and 20142016 for Entergy Corporation and Subsidiaries consist of the following:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Current:          
Federal
$45,249
 
$77,166
 
$90,061

$36,848
 
$29,595
 
$45,249
Foreign68
 97
 90

 
 68
State(14,960) 157,829
 (12,637)7,274
 15,478
 (14,960)
Total30,357
 235,092
 77,514
44,122
 45,073
 30,357
Deferred and non-current - net(840,465) (864,799) 528,326
(1,074,416) 505,010
 (840,465)
Investment tax credit adjustments - net(7,151) (13,220) (16,243)(6,532) (7,513) (7,151)
Income taxes
($817,259) 
($642,927) 
$589,597

($1,036,826) 
$542,570
 
($817,259)

Income taxes for 2016, 2015,2018, 2017, and 20142016 for Entergy’s Registrant Subsidiaries consist of the following:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Thousands)
Current:            
Federal 
($14,748) 
($124,113) 
$10,603
 
($91,067) 
$19,656
 
$29,628
State 2,805
 10,757
 2,257
 566
 1,374
 (25,825)
Total (11,943) (113,356) 12,860
 (90,501) 21,030
 3,803
Deferred and non-current - net 120,942
 208,157
 46,984
 119,345
 42,982
 71,051
Investment tax credit adjustments - net (1,226) (5,067) 4,010
 (139) (915) (3,793)
Income taxes 
$107,773
 
$89,734
 
$63,854
 
$28,705
 
$63,097
 
$71,061

2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Current:                        
Federal 
$66,966
 
$101,382
 
$25,628
 
($9,346) 
$53,313
 
($63,302) 
($23,638) 
($15,841) 
($11,275) 
($10,813) 
$16,190
 
($9,786)
State 6,265
 35,406
 6,832
 1,784
 2,450
 26,755
 (1,617) (1,122) (1,066) 545
 3,205
 (1,821)
Total 73,231
 136,788
 32,460
 (7,562) 55,763
 (36,547) (25,255) (16,963) (12,341) (10,268) 19,395
 (11,607)
Deferred and non-current - net (31,463) 47,220
 31,149
 32,890
 (17,599) 93,491
 (270,586) (32,725) (114,738) 7,943
 (44,817) (35,329)
Investment tax credit adjustments - net (1,227) (5,337) (1,737) (138) (914) (3,867) (1,226) (4,923) 1,306
 (111) (821) (739)
Income taxes 
$40,541
 
$178,671
 
$61,872
 
$25,190
 
$37,250
 
$53,077
 
($297,067) 
($54,611) 
($125,773) 
($2,436) 
($26,243) 
($47,675)


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2014 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Current:                        
Federal 
($34,258) 
($44,909) 
$8,103
 
($1,428) 
$48,610
 
$19,908
 
$16,086
 
($84,250) 
($8,845) 
($30,635) 
$6,034
 
$47,674
State (678) (1,191) 7,474
 510
 4,877
 15,379
 9,191
 1,480
 (924) (728) 310
 5,314
Total (34,936) (46,100) 15,577
 (918) 53,487
 35,287
 25,277
 (82,770) (9,769) (31,363) 6,344
 52,988
Deferred and non-current - net 119,841
 236,794
 42,305
 14,592
 (2,418) 53,501
 69,753
 572,988
 83,501
 62,946
 43,102
 19,243
Investment tax credit adjustments - net (1,276) (5,642) (2,172) (224) (1,425) (5,478) (1,226) (4,920) 187
 1,695
 (965) (2,262)
Income taxes 
$83,629
 
$185,052
 
$55,710
 
$13,450
 
$49,644
 
$83,310
 
$93,804
 
$485,298
 
$73,919
 
$33,278
 
$48,481
 
$69,969

2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Thousands)
Current:            
Federal 
($14,748) 
($124,113) 
$10,603
 
($91,067) 
$19,656
 
$29,628
State 2,805
 10,757
 2,257
 566
 1,374
 (25,825)
Total (11,943) (113,356) 12,860
 (90,501) 21,030
 3,803
Deferred and non-current - net 120,942
 208,157
 46,984
 119,345
 42,982
 71,051
Investment tax credit adjustments - net (1,226) (5,067) 4,010
 (139) (915) (3,793)
Income taxes 
$107,773
 
$89,734
 
$63,854
 
$28,705
 
$63,097
 
$71,061


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Total income taxes for Entergy Corporation and Subsidiaries differ from the amounts computed by applying the statutory income tax rate to income before income taxes.  The reasons for the differences for the years 2016, 2015,2018, 2017, and 20142016 are:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Net income (loss) attributable to Entergy Corporation
($583,618) 
($176,562) 
$940,721

$848,661
 
$411,612
 
($583,618)
Preferred dividend requirements of subsidiaries19,115
 19,828
 19,536
13,894
 13,741
 19,115
Consolidated net income (loss)(564,503) (156,734) 960,257
862,555
 425,353
 (564,503)
Income taxes(817,259) (642,927) 589,597
(1,036,826) 542,570
 (817,259)
Income (loss) before income taxes
($1,381,762) 
($799,661) 
$1,549,854

($174,271) 
$967,923
 
($1,381,762)
Computed at statutory rate (35%)
($483,617) 
($279,881) 
$542,449
Computed at statutory rate (21% for 2018) (35% for 2017 and 2016)
($36,597) 
$338,773
 
($483,617)
Increases (reductions) in tax resulting from: 
  
  
 
  
  
State income taxes net of federal income tax effect40,581
 29,944
 44,708
21,398
 44,179
 40,581
Regulatory differences - utility plant items33,581
 32,089
 39,321
(37,507) 39,825
 33,581
Equity component of AFUDC(23,647) (18,191) (21,108)(27,216) (33,282) (23,647)
Amortization of investment tax credits(10,889) (11,136) (12,211)(8,304) (10,204) (10,889)
Flow-through / permanent differences(19,307) (7,872) (18,003)439
 8,727
 (19,307)
New York tax law change (a)
 
 (21,500)
Louisiana business combination
 (333,655) 
Entergy Wholesale Commodities restructuring (b)(237,760) 
 
Act 55 financing settlement (d)(63,477) 
 
Provision for uncertain tax positions (c) (d)(67,119) (56,683) 32,573
Tax legislation enactment (a)
 560,410
 
Amortization of excess ADIT (a)(577,082) 
 
Revisions of the 2017 tax legislation enactment regulatory liability accrual, including the effect of the Entergy Texas 2018 base rate proceeding(40,494) 
 
Utility restructuring (b)(169,918) 
 
Settlement on treatment of regulatory obligations (c)(52,320) 
 
State income tax audit conclusion(23,425) 
 
IRS audit adjustment(8,404) 
 
Entergy Wholesale Commodities nuclear decommissioning trust restructuring (d)(106,833) 
 
Entergy Wholesale Commodities restructuring (d)
 (373,277) (237,760)
Act 55 financing settlement (e)
 
 (63,477)
FitzPatrick disposition
 (44,344) 
Provision for uncertain tax positions (e)24,569
 8,756
 (67,119)
Valuation allowance11,411
 
 
2,211
 
 11,411
Other - net2,984
 2,458
 3,368
2,657
 3,007
 2,984
Total income taxes as reported
($817,259) 
($642,927) 
$589,597

($1,036,826) 
$542,570
 
($817,259)
Effective Income Tax Rate59.1% 80.4% 38.0%595.0% 56.1% 59.1%

(a)In March 2014, New York enacted legislation that substantially modified various aspects of New York tax law. The most significant effect
See “Other Tax Matters - Tax Cuts and Jobs Act” below for discussion of the legislation for Entergy was the adoptionamortization of full water’s-edge unitary combined reporting, meaning that all of Entergy’s domestic entities will be includedexcess ADIT in New York’s combined filing group. The effect of2018 and the tax law change resultedlegislation enactment in a deferred state income tax reduction of approximately $21.5 million as shown in the table above.2017.
(b)
See Other Tax Matters - Entergy Arkansas and Entergy Mississippi Internal Restructuring below for discussion of the Entergy Wholesale CommoditiesUtility restructuring.
(c)
See “Income Tax Audits - 2008-20092012-2013 IRS Audit” below for discussion of the most significant items for 2015.settlement.
(d)
See Other Tax Matters - Entergy Wholesale Commodities Restructuring” below for discussion of the Entergy Wholesale Commodities nuclear decommissioning trust restructuring in 2018 and the Entergy Wholesale Commodities restructuring in 2016 and 2017.
(e)
See “Income Tax Audits - 2010-2011 IRS Audit” below for discussion of the settlement and the most significant items for 2016.


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Total income taxes for the Registrant Subsidiaries differ from the amounts computed by applying the statutory income tax rate to income before taxes.  The reasons for the differences for the years 2016, 2015,2018, 2017, and 20142016 are:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Thousands)
Net income 
$167,212
 
$622,047
 
$109,184
 
$48,849
 
$107,538
 
$96,744
Income taxes 107,773
 89,734
 63,854
 28,705
 63,097
 71,061
Pretax income 
$274,985
 
$711,781
 
$173,038
 
$77,554
 
$170,635
 
$167,805
Computed at statutory rate (35%) 
$96,245
 
$249,123
 
$60,563
 
$27,144
 
$59,722
 
$58,732
Increases (reductions) in tax resulting from:    
  
  
  
  
State income taxes net of federal income tax effect 11,652
 29,014
 5,592
 3,543
 449
 7,001
Regulatory differences - utility plant items 10,971
 8,094
 (1,154) 2,329
 4,140
 9,201
Equity component of AFUDC (5,985) (9,774) (2,030) (412) (2,666) (2,780)
Amortization of investment tax credits (1,201) (5,019) (160) (132) (900) (3,476)
Flow-through / permanent differences (3,848) (980) 764
 (3,609) 634
 (883)
Act 55 financing settlement (a) 
 (61,620) 
 
 (454) 
Non-taxable dividend income 
 (44,658) 
 
 
 
Provision for uncertain tax positions (a) (717) (75,871) 50
 (300) 1,926
 3,151
Other - net 656
 1,425
 229
 142
 246
 115
Total income taxes as reported 
$107,773
 
$89,734
 
$63,854
 
$28,705
 
$63,097
 
$71,061
Effective Income Tax Rate 39.2% 12.6% 36.9% 37.0% 37.0% 42.3%

2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Net income 
$74,272
 
$446,639
 
$92,708
 
$44,925
 
$69,625
 
$111,318
 
$252,707
 
$675,614
 
$126,078
 
$53,152
 
$162,235
 
$94,109
Income taxes 40,541
 178,671
 61,872
 25,190
 37,250
 53,077
 (297,067) (54,611) (125,773) (2,436) (26,243) (47,675)
Pretax income 
$114,813
 
$625,310
 
$154,580
 
$70,115
 
$106,875
 
$164,395
 
($44,360) 
$621,003
 
$305
 
$50,716
 
$135,992
 
$46,434
Computed at statutory rate (35%) 
$40,185
 
$218,859
 
$54,103
 
$24,540
 
$37,406
 
$57,538
Computed at statutory rate (21%) 
($9,316) 
$130,411
 
$64
 
$10,650
 
$28,558
 
$9,751
Increases (reductions) in tax resulting from:  
  
  
  
  
  
    
  
  
  
  
State income taxes net of federal income tax effect 6,643
 23,650
 5,219
 2,887
 1,621
 6,403
 (794) 26,031
 (1,747) 2,322
 2,576
 2,812
Regulatory differences - utility plant items 7,299
 3,013
 2,383
 2,201
 3,703
 12,167
 (14,916) (12,604) (4,103) (1,502) (1,872) (2,510)
Equity component of AFUDC (4,979) (5,420) (1,083) (451) (1,987) (2,973) (3,477) (16,784) (1,829) (1,248) (2,042) (1,837)
Amortization of investment tax credits (1,201) (5,252) (160) (111) (900) (3,476) (1,201) (4,871) (160) (109) (808) (1,155)
Flow-through / permanent differences (4,062) 2,460
 431
 (4,539) 530
 618
 570
 3,203
 1,893
 (4,222) 1,038
 2,815
Revisions of the 2017 tax legislation enactment regulatory liability accrual, including the effect of the Entergy Texas 2018 base rate proceeding 933
 (2,810) (556) 884
 (43,799) (3,565)
Amortization of excess ADIT (b) (271,570) (104,313) (120,831) (9,878) (11,519) (58,971)
Settlement on treatment of regulatory obligations (c) 
 (52,320) 
 
 
 
IRS audit adjustment 1,290
 1,097
 1,018
 (96) 524
 (12)
Non-taxable dividend income 
 (44,658) 
 
 
 
 
 (26,795) 
 
 
 
Provision for uncertain tax positions (b) (3,978) (15,377) 756
 525
 (3,365) (17,313)
Provision for uncertain tax positions 724
 3,949
 240
 613
 839
 4,876
Other - net 634
 1,396
 223
 138
 242
 113
 690
 1,195
 238
 150
 262
 121
Total income taxes as reported 
$40,541
 
$178,671
 
$61,872
 
$25,190
 
$37,250
 
$53,077
 
($297,067) 
($54,611) 
($125,773) 
($2,436) 
($26,243) 
($47,675)
Effective Income Tax Rate 35.3% 28.6% 40.0% 35.9% 34.9% 32.3% 669.7% (8.8)% (41,237.0)% (4.8)% (19.3)% (102.7)%


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2014 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Net income 
$121,392
 
$446,022
 
$74,821
 
$31,030
 
$74,804
 
$96,334
 
$139,844
 
$316,347
 
$110,032
 
$44,553
 
$76,173
 
$78,596
Income taxes 83,629
 185,052
 55,710
 13,450
 49,644
 83,310
 93,804
 485,298
 73,919
 33,278
 48,481
 69,969
Pretax income 
$205,021
 
$631,074
 
$130,531
 
$44,480
 
$124,448
 
$179,644
 
$233,648
 
$801,645
 
$183,951
 
$77,831
 
$124,654
 
$148,565
Computed at statutory rate (35%) 
$71,757
 
$220,876
 
$45,686
 
$15,568
 
$43,557
 
$62,875
 
$81,777
 
$280,576
 
$64,383
 
$27,241
 
$43,629
 
$51,998
Increases (reductions) in tax resulting from:  
  
  
  
  
  
  
  
  
  
  
  
State income taxes net of federal income tax effect 9,591
 11,666
 5,180
 1,562
 3,221
 6,877
 11,586
 31,927
 6,202
 2,842
 527
 5,635
Regulatory differences - utility plant items 8,653
 7,487
 4,448
 777
 4,165
 13,791
 7,220
 12,168
 1,356
 619
 5,581
 12,880
Equity component of AFUDC (2,533) (14,612) (833) (320) (1,035) (1,774) (6,458) (18,020) (3,383) (847) (2,353) (2,221)
Amortization of investment tax credits (1,251) (5,594) (260) (218) (1,412) (3,476) (1,201) (4,871) (160) (124) (951) (2,896)
Flow-through / permanent differences (5,082) (225) 555
 (4,458) 393
 (327) 3,098
 3,774
 1,567
 (3,352) 1,428
 (276)
Tax legislation enactment (b) (3,090) 217,258
 3,492
 6,153
 2,981
 (69)
Non-taxable dividend income 
 (41,255) 
 
 
 
 
 (44,658) 
 
 
 
Provision for uncertain tax positions 1,881
 5,336
 718
 405
 522
 5,235
 200
 5,700
 228
 600
 (2,617) 4,800
Other - net 613
 1,373
 216
 134
 233
 109
 672
 1,444
 234
 146
 256
 118
Total income taxes as reported 
$83,629
 
$185,052
 
$55,710
 
$13,450
 
$49,644
 
$83,310
 
$93,804
 
$485,298
 
$73,919
 
$33,278
 
$48,481
 
$69,969
Effective Income Tax Rate 40.8% 29.3% 42.7% 30.2% 39.9% 46.4% 40.1% 60.5% 40.2% 42.8% 38.9% 47.1%

2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
  (In Thousands)
Net income 
$167,212
 
$622,047
 
$109,184
 
$48,849
 
$107,538
 
$96,744
Income taxes 107,773
 89,734
 63,854
 28,705
 63,097
 71,061
Pretax income 
$274,985
 
$711,781
 
$173,038
 
$77,554
 
$170,635
 
$167,805
Computed at statutory rate (35%) 
$96,245
 
$249,123
 
$60,563
 
$27,144
 
$59,722
 
$58,732
Increases (reductions) in tax resulting from:  
  
  
  
  
  
State income taxes net of federal income tax effect 11,652
 29,014
 5,592
 3,543
 449
 7,001
Regulatory differences - utility plant items 10,971
 8,094
 (1,154) 2,329
 4,140
 9,201
Equity component of AFUDC (5,985) (9,774) (2,030) (412) (2,666) (2,780)
Amortization of investment tax credits (1,201) (5,019) (160) (132) (900) (3,476)
Flow-through / permanent differences (3,848) (980) 764
 (3,609) 634
 (883)
Act 55 financing settlement (d) 
 (61,620) 
 
 (454) 
Non-taxable dividend income 
 (44,658) 
 
 
 
Provision for uncertain tax positions (d) (717) (75,871) 50
 (300) 1,926
 3,151
Other - net 656
 1,425
 229
 142
 246
 115
Total income taxes as reported 
$107,773
 
$89,734
 
$63,854
 
$28,705
 
$63,097
 
$71,061
Effective Income Tax Rate 39.2% 12.6% 36.9% 37.0% 37.0% 42.3%

(a)See Note 2 to the financial statements for discussion of the Entergy Texas rate case settlement.
(b)
See “Other Tax Matters - Tax Cuts and Jobs Act” below for discussion of the amortization of excess ADIT in 2018 and the tax legislation enactment in 2017.
(c)
See “Income Tax Audits - 2012-2013 IRS Audit” below for discussion of the settlement for Entergy Louisiana.

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(d)
See “Income Tax Audits - 2010-2011 IRS Audit” below for discussion of the most significant items for Entergy Louisiana.
(b)
See “Income Tax Audits- 2008-2009 IRS Audit” below for discussion of the most significant items for Entergy Louisiana and System Energy.


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Significant components of accumulated deferred income taxes and taxes accrued for Entergy Corporation and Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
 
2016 20152018 2017
(In Thousands)(In Thousands)
Deferred tax liabilities:      
Plant basis differences - net
($6,362,905) 
($6,804,225)
($3,835,211) 
($3,963,798)
Regulatory assets(584,572) (646,392)(370,484) 
Nuclear decommissioning trusts/receivables(1,739,977) (1,254,463)(1,128,140) (1,657,808)
Pension, net funding(429,896) (365,111)(307,626) (350,743)
Combined unitary state taxes(33,063) (45,078)(9,440) (24,645)
Power purchase agreements(993) 
(73,335) (19,621)
Deferred fuel(29,953) 
Other(251,719) (315,844)(248,997) (249,327)
Total(9,403,125) (9,431,113)(6,003,186) (6,265,942)
Deferred tax assets: 
  
 
  
Nuclear decommissioning liabilities1,399,468
 828,983
1,070,583
 964,945
Regulatory liabilities255,272
 284,432
895,756
 841,370
Pension and other post-employment benefits539,456
 525,524
305,736
 343,817
Sale and leaseback135,866
 139,720
121,473
 122,397
Compensation99,300
 69,432
86,461
 75,217
Accumulated deferred investment tax credit92,375
 95,248
57,643
 59,285
Provision for allowances and contingencies188,390
 188,282
135,631
 126,391
Power purchase agreements
 38,401
Unbilled/deferred revenues43,762
 
Net operating loss carryforwards334,025
 360,188
628,165
 467,255
Capital losses and miscellaneous tax credits18,470
 11,075
20,549
 16,738
Valuation allowance(104,277) (91,532)(243,726) (137,283)
Other59,079
 68,204
125,522
 54,058
Total3,017,424
 2,517,957
3,247,555
 2,934,190
Non-current accrued taxes (including unrecognized tax benefits)(991,704) (1,338,806)(1,296,928) (956,547)
Accumulated deferred income taxes and taxes accrued
($7,377,405) 
($8,251,962)
($4,052,559) 
($4,288,299)

Entergy’s estimated tax attributes carryovers and their expiration dates as of December 31, 20162018 are as follows:

Carryover Description Carryover Amount Year(s) of expiration
     
Federal net operating losses before 1/1/2018 $6.711.1 billion 2023-20362023-2037
Federal net operating losses - 1/1/2018 forward$6.4 billionN/A
State net operating losses $7.820.4 billion 2017-20362019-2038
Miscellaneous federal and state credits $89.9115.6 million 2017-20362019-2037

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As a result of the accounting for uncertain tax positions, the amount of the deferred tax assets reflected in the financial statements is less than the amount of the tax effect of the federal and state net operating loss carryovers, tax credit carryovers, and other tax attributes reflected on income tax returns. Because it is more likely than not that the benefit from certain state net operating loss and credit carryovers will not be utilized, valuation allowances of $62$179 million as of December 31, 20162018 and $46$106 million as of December 31, 20152017 have been provided on the deferred tax assets relating to these state net operating loss and credit carryovers. Additionally, valuation allowances totaling $42.3$64 million as of December 31, 20162018 and $45.5$31 million as of December 31, 20152017 have been provided on deferred tax assets related to federal and

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state jurisdictions in which Entergy does not currently expect to be able to utilize separate company tax return losses, preventing realization of such deferred tax assets.

Significant components of accumulated deferred income taxes and taxes accrued for the Registrant Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Deferred tax liabilities:                        
Plant basis differences - net 
($1,857,554) 
($2,357,599) 
($820,971) 
($177,242) 
($835,671) 
($651,394) 
($966,791) 
($1,893,831) 
($579,319) 
($135,143) 
($544,282) 
($403,809)
Regulatory assets (109,241) (219,750) (25,309) (36,301) (153,914) (39,879) (169,482) (74,917) (1,732) (20,009) (57,777) (46,627)
Nuclear decommissioning trusts/receivables (144,250) (119,544) 
 
 
 (83,891) (77,664) (71,470) 
 
 
 (86,882)
Pension, net funding (123,889) (122,465) (34,284) (16,307) (28,371) (29,357) (91,962) (92,693) (24,398) (11,885) (20,331) (18,898)
Deferred fuel (14,774) (1,778) (12,770) (5,229) (2,808) (1,137) (5,801) (6,974) (11,819) (1,701) (2,835) (312)
Other (47,785) (22,136) (12,474) (18,536) (8,812) (2,051) (41,025) (34,700) (13,443) (7,640) (6,085) (4,544)
Total (2,297,493) (2,843,272) (905,808) (253,615) (1,029,576) (807,709) (1,352,725) (2,174,585) (630,711) (176,378) (631,310) (561,072)
Deferred tax assets:  
  
  
  
  
  
  
  
  
  
  
  
Regulatory liabilities 5,768
 175,973
 18,833
 25,240
 15,814
 13,644
 247,964
 339,126
 72,570
 40,181
 86,032
 110,370
Nuclear decommissioning liabilities 124,206
 55,408
 
 
 
 53,113
 99,479
 48,738
 
 
 
 46,643
Pension and other post-employment benefits (24,467) 145,401
 (8,042) (12,070) (19,096) (1,182) (19,068) 80,102
 (5,405) (11,371) (14,215) (632)
Sale and leaseback 
 33,383
 
 
 
 102,483
 
 18,999
 
 
 

 102,481
Accumulated deferred investment tax credit 13,848
 54,509
 3,315
 239
 4,527
 15,936
 8,599
 33,928
 2,541
 579
 2,347
 9,649
Provision for allowances and contingencies (1,497) 124,309
 21,817
 36,466
 5,904
 
 9,877
 81,108
 13,412
 23,962
 5,579
 
Power purchase agreements (3,094) 29,827
 1,905
 
 140
 
 (17,223) 19,385
 1,140
 12,155
 (18) 
Unbilled/deferred revenues 6,799
 (35,006) 5,085
 3,751
 11,902
 
 7,471
 (17,345) 5,527
 636
 7,016
 
Compensation 2,787
 5,309
 1,492
 685
 1,587
 360
 1,708
 1,959
 1,265
 512
 995
 (260)
Net operating loss carryforwards 69,524
 17,125
 
 
 
 
 6,338
 20,118
 4,896
 480
 261
 
Capital losses and miscellaneous tax credits 2,074
 
 4,487
 
 
 
Other 174
 17,110
 1,152
 496
 2,955
 
 7,977
 23,412
 1,610
 12,181
 2,127
 4
Total 196,122
 623,348
 50,044
 54,807
 23,733
 184,354
 353,122
 649,530
 97,556
 79,315
 90,124
 268,255
Non-current accrued taxes (including unrecognized tax benefits) (85,252) (471,194) (5,567) (136,145) (21,804) (489,510) (85,942) (701,666) (18,714) (226,532) (11,349) (512,479)
Accumulated deferred income taxes and taxes accrued 
($2,186,623) 
($2,691,118) 
($861,331) 
($334,953) 
($1,027,647) 
($1,112,865) 
($1,085,545) 
($2,226,721) 
($551,869) 
($323,595) 
($552,535) 
($805,296)

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2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Deferred tax liabilities:                        
Plant basis differences - net 
($1,710,444) 
($2,041,968) 
($781,427) 
($167,294) 
($778,270) 
($611,745) 
($1,289,827) 
($1,583,100) 
($571,682) 
($85,515) 
($526,596) 
($359,931)
Regulatory assets (108,422) (254,316) (24,918) (39,451) (172,117) (46,990)
Nuclear decommissioning trusts (121,326) (99,980) 
 
 
 (68,370)
Nuclear decommissioning trusts/receivables (181,911) (164,395) 
 
 
 (119,184)
Pension, net funding (107,073) (109,709) (30,901) (14,459) (28,001) (25,791) (99,971) (102,138) (26,413) (13,040) (20,700) (21,871)
Deferred fuel (7,647) (2,513) (684) (175) 2,050
 (18) (16,530) (1,329) (19,005) (1,894) 
 (272)
Power purchase agreements 
 
 
 
 
 
Other (38,683) (86,275) (5,625) (12,253) (10,109) (22,478) (23,079) (98,307) (11,306) (23,610) (8,236) (5,955)
Total (2,093,595) (2,594,761) (843,555) (233,632) (986,447) (775,392) (1,611,318) (1,949,269) (628,406) (124,059) (555,532) (507,213)
Deferred tax assets:  
  
  
  
  
  
  
  
  
  
  
  
Regulatory liabilities 18,369
 215,154
 7,787
 20,888
 7,307
 14,927
 227,489
 368,156
 102,676
 23,526
 25,428
 91,271
Nuclear decommissioning liabilities 109,962
 49,333
 
 
 
 39,420
 132,464
 58,891
 
 
 
 63,180
Pension and other post-employment benefits (20,420) 149,680
 (6,628) (8,939) (16,703) (1,037) (16,252) 98,596
 (4,865) (9,618) (12,044) (516)
Sale and leaseback 
 37,236
 
 
 
 102,484
 
 19,915
 
 
 
 102,482
Accumulated deferred investment tax credit 14,320
 56,635
 1,777
 290
 4,842
 17,385
 8,913
 35,323
 2,212
 488
 2,516
 9,832
Provision for allowances and contingencies 1,024
 123,007
 18,735
 33,843
 7,266
 134
 4,367
 80,516
 11,898
 24,234
 4,383
 
Power purchase agreements (1,279) 13,840
 1,901
 13
 575
 
 
 (6,924) 1,129
 
 
 
Unbilled/deferred revenues 9,815
 (32,365) 7,154
 2,126
 10,851
 
 6,195
 (18,263) 4,847
 1,811
 7,736
 
Compensation 1,842
 4,182
 601
 880
 4,496
 
 2,566
 4,387
 1,466
 723
 1,224
 332
Net operating loss carryforwards 
 90,241
 
 
 
 
 16,172
 44
 10,255
 
 1,690
 
Capital losses and miscellaneous tax credits 2,678
 
 5,736
 
 
 
Other 128
 21,982
 1,995
 316
 1,672
 
 473
 21,922
 1,307
 388
 1,133
 
Total 133,761
 728,925
 33,322
 49,417
 20,306
 173,313
 385,065
 662,563
 136,661
 41,552
 32,066
 266,581
Non-current accrued taxes (including unrecognized tax benefits) (22,978) (641,120) (402) (29,846) (40,693) (416,996) 35,584
 (763,665) 2,939
 (200,795) (21,176) (535,788)
Accumulated deferred income taxes and taxes accrued 
($1,982,812) 
($2,506,956) 
($810,635) 
($214,061) 
($1,006,834) 
($1,019,075) 
($1,190,669) 
($2,050,371) 
($488,806) 
($283,302) 
($544,642) 
($776,420)


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The Registrant Subsidiaries’ estimated tax attributes carryovers and their expiration dates as of December 31, 20162018 are as follows:
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
                        
Federal net operating losses $184 million $4.4 billion  $34 million  $201 million $4.2 billion $4.3 billion $1.8 billion $1 billion $— $96 million
Year(s) of expiration 2028-2036 2036 N/A 2028-2036 N/A 2028-2036 N/A 2035-2037 N/A 2037 N/A N/A
                        
State net operating losses $80 million $4.8 billion  $285 million  $175 million $4.4 billion $5.1 billion $1.8 billion $1.1 billion $— $190 million
Year(s) of expiration 2021 2029-2036 N/A 2032-2035 N/A 2035 2023 2035-2037 2038 2037 N/A 2038
                        
Misc. federal credits $2 million  $3 million   $2 million $— $3.3 million $— $— $1.4 million $2.9 million
Year(s) of expiration 2029-2036 N/A 2029-2036 N/A N/A 2029-2036 N/A 2035-2037 N/A N/A 2029-2037 2029-2037
                        
State credits   $4.5 million  $3.4 million $8.4 million $— $— $— $— $2.9 million $9.6 million
Year(s) of expiration N/A N/A 2018-2020 N/A 2026 2017-2020 N/A N/A N/A N/A 2027 2019-2022

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

Unrecognized tax benefits

Accounting standards establish a “more-likely-than-not” recognition threshold that must be met before a tax benefit can be recognized in the financial statements.  If a tax deduction is taken on a tax return, but does not meet the more-likely-than-not recognition threshold, an increase in income tax liability, above what is payable on the tax return, is required to be recorded.  A reconciliation of Entergy’s beginning and ending amount of unrecognized tax benefits is as follows:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Gross balance at January 1
$2,611,585
 
$4,736,785
 
$4,593,224

$4,871,846
 
$3,909,855
 
$2,611,585
Additions based on tax positions related to the current year1,532,782
 1,850,705
 348,543
2,276,614
 1,120,687
 1,532,782
Additions for tax positions of prior years368,404
 59,815
 11,637
506,142
 283,683
 368,404
Reductions for tax positions of prior years (a)(265,653) (3,966,535) (213,401)(274,600) (442,379) (265,653)
Settlements(337,263) (68,227) 
(198,520) 
 (337,263)
Lapse of statute of limitations
 (958) (3,218)
Gross balance at December 313,909,855
 2,611,585
 4,736,785
7,181,482
 4,871,846
 3,909,855
Offsets to gross unrecognized tax benefits: 
  
  
 
  
  
Carryovers and refund claims(2,922,085) (1,264,483) (4,295,643)(5,957,992) (3,945,524) (2,922,085)
Cash paid to taxing authorities(10,000) 
 
(10,000) (10,000) (10,000)
Unrecognized tax benefits net of unused tax attributes, refund claims and payments (b)
$977,770
 
$1,347,102
 
$441,142
Unrecognized tax benefits net of unused tax attributes, refund claims and payments (a)
$1,213,490
 
$916,322
 
$977,770

(a)
The primary reduction for 2015 is related to the nuclear decommissioning costs treatment discussed in “Income Tax Audits - 2008-2009 IRS Audit” below.
(b)Potential tax liability above what is payable on tax returns


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The balances of unrecognized tax benefits include $1,240$2,161 million, $955$1,462 million, and $516$1,240 million as of December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively, which, if recognized, would lower the effective income tax rates.  Because of the effect of deferred tax accounting, the remaining balances of unrecognized tax benefits of $2,670 $5,020

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million, $1,657$3,410 million, and $4,221$2,670 million as of December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively, if disallowed, would not affect the annual effective income tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

Entergy accrues interest expense, if any, related to unrecognized tax benefits in income tax expense.  Entergy’s December 31, 2016, 2015,2018, 2017, and 20142016 accrued balance for the possible payment of interest is approximately $44 million, $38 million, and $30 million, $27respectively. Interest (net-of-tax) of $7 million, $8 million, and $127$9 million was recorded in 2018, 2017, and 2016, respectively.

A reconciliation of the Registrant Subsidiaries’ beginning and ending amount of unrecognized tax benefits for 2016, 2015,2018, 2017, and 20142016 is as follows:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Gross balance at January 1, 2016 
$25,445
 
$1,690,661
 
$19,482
 
$53,897
 
$13,462
 
$478,318
Gross balance at January 1, 2018 
($117,716) 
$2,518,457
 
$15,122
 
$679,544
 
$16,399
 
$445,511
Additions based on tax positions related to the current year (a) 16,868
 931,720
 2,662
 33,912
 2,002
 5,318
 1,430,828
 30,577
 493,039
 2,261
 1,978
 18,271
Additions for tax positions of prior years 2,463
 157,586
 336
 129,784
 2,888
 601
 31,612
 77,372
 3,878
 12,972
 1,722
 7,255
Reductions for tax positions of prior years (41,957) (144,068) (10,219) (29,821) (1,849) (10,266) (21,619) (158,510) (3,253) (8,081) (2,262) (3,253)
Settlements (316) (195,560) (55) (21,542) (557) (1,599) (24,443) (67,725) (21) (9) (35) (297)
Gross balance at December 31, 2016 2,503
 2,440,339
 12,206
 166,230
 15,946
 472,372
Gross balance at December 31, 2018 1,298,662
 2,400,171
 508,765
 686,687
 17,802
 467,487
Offsets to gross unrecognized tax benefits:  
  
  
  
  
  
  
  
  
  
  
  
Loss carryovers 
 (1,783,093) (2,373) (27,320) (376) (90,028) (1,173,839) (1,597,826) (478,268) (420,813) (3,199) (42,228)
Unrecognized tax benefits net of unused tax attributes and payments 
$2,503
 
$657,246
 
$9,833
 
$138,910
 
$15,570
 
$382,344
 
$124,823
 
$802,345
 
$30,497
 
$265,874
 
$14,603
 
$425,259

2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Gross balance at January 1, 2015 
$362,912
 
$1,205,929
 
$20,144
 
$53,763
 
$17,264
 
$258,242
Gross balance at January 1, 2017 
$2,503
 
$2,440,339
 
$12,206
 
$166,230
 
$15,946
 
$472,372
Additions based on tax positions related to the current year (b)(a) 2,196
 1,367,058
 566
 472
 657
 472,304
 8,974
 32,843
 2,105
 509,183
 1,747
 909
Additions for tax positions of prior years 1,057
 7,992
 8,140
 48
 2,914
 913
 3,682
 235,331
 1,267
 13,364
 3,115
 1,432
Reductions for tax positions of prior years (340,720) (859,430) 
 (386) (3,981) (253,141) (132,875) (190,056) (456) (9,233) (4,409) (29,202)
Settlements 
 (30,888) (9,368) 
 (3,392) 
Gross balance at December 31, 2015 25,445
 1,690,661
 19,482
 53,897
 13,462
 478,318
Gross balance at December 31, 2017 (117,716) 2,518,457
 15,122
 679,544
 16,399
 445,511
Offsets to gross unrecognized tax benefits:  
  
  
  
  
  
  
  
  
  
  
  
Loss carryovers (3,613) (893,764) (1,016) (506) (276) (133,611) 
 (1,591,907) (15,122) (441,374) (638) (12,536)
Unrecognized tax benefits net of unused tax attributes and payments 
$21,832
 
$796,897
 
$18,466
 
$53,391
 
$13,186
 
$344,707
 
($117,716) 
$926,550
 
$—
 
$238,170
 
$15,761
 
$432,975


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2014 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Gross balance at January 1, 2014 
$347,713
 
$1,076,680
 
$16,186
 
$51,679
 
$13,017
 
$265,185
Gross balance at January 1, 2016 
$25,445
 
$1,690,661
 
$19,482
 
$53,897
 
$13,462
 
$478,318
Additions based on tax positions related to the current year(a) 14,511
 151,249
 3,928
 2,235
 4,225
 2,744
 16,868
 931,720
 2,662
 33,912
 2,002
 5,318
Additions for tax positions of prior years 1,767
 6,924
 319
 37
 303
 566
 2,463
 157,586
 336
 129,784
 2,888
 601
Reductions for tax positions of prior years (1,079) (28,924) (289) (188) (267) (10,253) (41,957) (144,068) (10,219) (29,821) (1,849) (10,266)
Settlements 
 
 
 
 (14) 
 (316) (195,560) (55) (21,542) (557) (1,599)
Gross balance at December 31, 2014 362,912
 1,205,929
 20,144
 53,763
 17,264
 258,242
Gross balance at December 31, 2016 2,503
 2,440,339
 12,206
 166,230
 15,946
 472,372
Offsets to gross unrecognized tax benefits:  
  
  
  
  
  
  
  
  
  
  
  
Loss carryovers (361,043) (739,988) (6,992) (20,735) (241) (163,124) 
 (1,783,093) (2,373) (27,320) (376) (90,028)
Unrecognized tax benefits net of unused tax attributes and payments 
$1,869
 
$465,941
 
$13,152
 
$33,028
 
$17,023
 
$95,118
 
$2,503
 
$657,246
 
$9,833
 
$138,910
 
$15,570
 
$382,344

(a)
The primary additionadditions for Entergy Mississippi in 2018, Entergy New Orleans in 2017 and Entergy Louisiana isin 2016 are related to the mark-to marketmark-to-market treatment discussed in “Other Tax Matters - Tax Accounting Methods” below.
(b)
The primary additionadditions for Entergy Louisiana and System Energy isArkansas in 2018 are related to the nuclear decommissioning costs treatment and the mark-to-market treatment discussed in “Other Tax Matters - Tax Accounting Methods” below.

The Registrant Subsidiaries’ balances of unrecognized tax benefits included amounts which, if recognized, would have reduced income tax expense as follows:
December 31,December 31,
2016 2015 20142018 2017 2016
(In Millions)(In Millions)
Entergy Arkansas
$3.6
 
$4.5
 
$2.6

$85.4
 
$2.6
 
$3.6
Entergy Louisiana
$473.3
 
$692.7
 
$267.3

$594.0
 
$575.8
 
$473.3
Entergy Mississippi
$—
 
$8.1
 
$3.9

$1.5
 
$—
 
$—
Entergy New Orleans
$33.6
 
$50.7
 
$50.7

$246.2
 
$31.7
 
$33.6
Entergy Texas
$7.0
 
$5.2
 
$10.5

$5.1
 
$4.4
 
$7.0
System Energy
$—
 
$0.7
 
$3.7

$—
 
$—
 
$—

The Registrant Subsidiaries accrue interest and penalties related to unrecognized tax benefits in income tax expense.  Penalties have not been accrued.  Accrued balances for the possible payment of interest related to unrecognized tax benefits are as follows:
December 31,December 31,
2016 2015 20142018 2017 2016
(In Millions)(In Millions)
Entergy Arkansas
$1.4
 
$1.3
 
$17.0

$1.7
 
$1.6
 
$1.4
Entergy Louisiana
$8.4
 
$9.3
 
$22.2

$17.9
 
$14.1
 
$8.4
Entergy Mississippi
$0.8
 
$0.4
 
$2.8

$1.2
 
$1.0
 
$0.8
Entergy New Orleans
$1.5
 
$1.8
 
$1.3

$2.7
 
$2.1
 
$1.5
Entergy Texas
$1.2
 
$1.2
 
$1.0

$0.9
 
$0.4
 
$1.2
System Energy
$3.7
 
$0.7
 
$23.8

$13.2
 
$8.5
 
$3.7


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The Registrant Subsidiaries record interest and penalties related to unrecognized tax benefits in income tax expense.  No penalties were recorded in 2018, 2017, or 2016. Interest (net-of-tax) was recorded as follows:
 2018 2017 2016
 (In Millions)
Entergy Arkansas
$0.2
 
$0.2
 
$—
Entergy Louisiana
$3.8
 
$5.7
 
($0.9)
Entergy Mississippi
$0.2
 
$0.2
 
$0.4
Entergy New Orleans
$0.6
 
$0.6
 
($0.3)
Entergy Texas
$0.5
 
($0.8) 
$0.7
System Energy
$4.7
 
$4.8
 
$5.2

Income Tax Audits

Entergy and its subsidiaries file U.S. federal and various state and foreign income tax returns.  IRS examinations are complete for years before 2012.2014. All state taxing authorities’ examinations are completedcomplete for years before 2009.

2006-2007 IRS Audit

In the first quarter 2015, the IRS finalized tax and interest computations from the 2006-2007 audit that resulted in a reversal of Entergy’s provision for uncertain tax positions related to accrued interest of approximately $20 million, including decreases of approximately $4 million for2012. Entergy Arkansas, $11 million for Entergy Louisiana, and $1 million for System Energy.

2008-2009 IRS Audit

In the fourth quarter 2009, Entergy filed Applications for Change in Accounting Method (the “2009 CAM”) for tax purposesregularly negotiates with the IRS for certain costs under Section 263Ato achieve settlements.  The resolution of the Internal Revenue Code.  In the Applications, Entergy proposed to treat the nuclear decommissioning liability associated with the operation of its nuclear power plants as a production cost properly includableaudit issues could result in cost of goods sold.  The effect of the 2009 CAM was a $5.7 billion reduction in 2009 taxable income.  The 2009 CAM was adjusted to $9.3 billion in 2012.

In the fourth quarter 2012 the IRS disallowed the reduction to 2009 taxable income relatedsignificant changes to the 2009 CAM.  Inamounts of unrecognized tax benefits in the third quarter 2013, the Internal Revenue Service issued its RAR for the tax years 2008-2009. As a result of the issuance of this RAR, Entergy and the IRS resolved all of the 2008-2009 issues described above except for the 2009 CAM. Entergy disagreed with the IRS’s disallowance of the 2009 CAM and filed a protest with the IRS Appeals Division in October 2013.

In August 2015, Entergy and the IRS agreed on the treatment of the 2009 position regarding nuclear decommissioning liabilities from the 2008-2009 audit. The agreement provides that Entergy is entitled to deduct approximately $118 million of the $9.3 billion claimed in 2009. The agreement effectively settled all matters pertaining to the 2009 tax year and increased Entergy’s 2009 federal income tax liability by $2.4 million.next twelve months.

2010-2011 IRS Audit

The IRS completed its examination of the 2010 and 2011 tax years and issued its 2010-2011 Revenue Agent Report (RAR) in June 2016. Entergy agreed to all proposed adjustments contained in the RAR. As a result of the issuance of the RAR, Entergy Louisiana was able to recognize previously unrecognized tax benefits as follows:

Entergy and the IRS agreed that $148.6 million of the proceeds received by Entergy Louisiana in 2010 from the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, for the financing of Hurricane Gustav and Hurricane Ike storm costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Louisiana Act 55) were not taxable. Because the treatment of the financing is settled, Entergy recognized previously unrecognized tax benefits totaling $63.5 million, of which Entergy Louisiana recorded $61.6 million. Entergy Louisiana also accrued a regulatory liability of $16.1 million ($9.9 million net-of-tax) inIn accordance with the terms of Entergy Louisiana’sa previous settlement agreement approved by the LPSC, regardingEntergy Louisiana has a regulatory liability of $13.5 million ($10 million net-of-tax) for Entergy Louisiana’s obligation to pay to customers savings associated with the Act 55 financing.

Entergy and the IRS agreed upon the tax treatment of Entergy Louisiana’s regulatory liability related to the Vidalia purchased power agreement. As a result, Entergy Louisiana recognized a previously unrecognized tax benefit of $74.5 million.

2012-2013 IRS Audit

The IRS completed its examination of the 2012 and 2013 tax years and issued its 2012-2013 RAR in June 2018. Entergy agreed to all proposed adjustments contained in the RAR. Entergy and the Registrant Subsidiaries recorded the effects of these adjustments in June 2018.

As a result of the issuance of the RAR, Entergy Louisiana was able to recognize previously unrecognized tax benefits of $52 million related to the Hurricane Katrina and Hurricane Rita contingent sharing obligation associated with the Louisiana Act 55 financing.


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Other Tax Matters

Tax Cuts and Jobs Act

Deferred tax liabilities and assets have been adjusted for the effect of the enactment of the Tax Cuts and Jobs Act (the Act), signed by President Trump on December 22, 2017. The most significant effect of the Act for Entergy regularly negotiatesand the Registrant Subsidiaries is the change in the federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Other significant provisions and their effect on Entergy and the Registrant Subsidiaries are summarized below.
The Act limits the deduction for net business interest expense in certain circumstances. The new limitation does not apply to interest expense, however, that is properly allocable to a trade or business that furnishes or sells electrical energy, gas, or steam through a local distribution system, or transports gas or steam by pipeline if the rates for such furnishing or sale are subject to ratemaking by a government entity or instrumentality or by a public utility commission. The IRS issued proposed regulations relating to this limitation in November 2018. The regulations are generally proposed to be effective for taxable years ending after the date the Treasury decision adopting the regulations as final is published in the Federal Register. Taxpayers may apply the rules of the proposed regulations to a taxable year beginning after December 31, 2017, so long as taxpayers consistently apply the rules of the proposed regulations. The regulations contain guidance on the application of the interest expense limitation, including methodologies for allocating the interest expense limitation. As a result of this provision of the Act, Entergy recorded limitations in 2018 which did not have a material effect on the financial position, results of operations, or cash flows of Entergy and the Registrant Subsidiaries.
The Act extends and modifies the additional first-year depreciation deduction (bonus depreciation). Conversely, the Act excludes from bonus-eligible qualified property any property used in a trade or business that furnishes or sells electrical energy, gas, or steam through a local distribution system, or transportation of gas or steam by pipeline if the rates for furnishing those services are subject to ratemaking by a government entity or instrumentality or by a public utility commission. Accordingly, the extension of bonus depreciation and modifications generally do not apply to Entergy or the Registrant Subsidiaries for property acquired and placed in service after 2017.
The Act limits the net operating loss (NOL) deduction for a given year to 80% of taxable income, effective with respect to losses arising in tax years beginning after December 31, 2017. Only NOLs generated after December 31, 2017 are subject to the 80% limitation. Prior law generally provided a two-year carryback and 20-year carryforward for NOLs. The Act does not allow a carryback period but does provide for the indefinite carryforward of NOLs arising in tax years ending after December 31, 2017. Because of the indefinite carryforward, the new limitations on NOL utilization are not expected to have a material effect on Entergy or the Registrant Subsidiaries.
The Act also modified Internal Revenue Code section 162(m), which limits the deduction for compensation with respect to certain covered employees to no more than $1 million per year.  The Act includes performance-based compensation in the annual computation of the section 162 limitation.  The changes are expected to result in an increase in disallowed compensation expense, but this limitation is not expected to have a material effect on Entergy or the Registrant Subsidiaries.
Other provisions that are not expected to have a material effect on Entergy or the Registrant Subsidiaries include the following:
repeal of the corporate alternative minimum tax (AMT),
modification to the capital contribution rules under Internal Revenue Code section 118,
repeal of domestic production activities deduction, and
fundamental changes to the taxation of multinational entities.

With respect to the federal corporate income tax rate change from 35% to 21%, Entergy and the Registrant Subsidiaries recorded a regulatory liability associated with the decrease in the net accumulated deferred income tax

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liability, which is often referred to as “excess ADIT,” a significant portion of which has been paid to customers in 2018 in the form of lower rates. Entergy’s December 31, 2018 balance sheet reflects a regulatory liability of $2.1 billion as a result of the re-measurement of deferred tax assets and liabilities from the income tax rate change, amortization of excess ADIT, and payments to customers during 2018. Entergy’s regulatory liability for income taxes includes a gross-up at the applicable tax rate because of the effect that excess ADIT has on the ratemaking formula. The regulatory liability for income taxes includes the effect of a) the reduction of the net deferred tax liability resulting in excess ADIT, b) the tax gross-up of excess ADIT, and c) the effect of the new tax rate on the previous net regulatory asset for income taxes. For the same reasons, the Registrant Subsidiaries’ December 31, 2018 balance sheets reflect net regulatory liabilities for income taxes as follows: Entergy Arkansas, $605 million; Entergy Louisiana, $612 million; Entergy Mississippi, $246 million; Entergy New Orleans, $86 million; Entergy Texas, $352 million; and System Energy, $163 million.
Excess ADIT is generally classified into two categories: 1) the portion that is subject to the normalization requirements of the Act, i.e., “protected”, and 2) the portion that is not subject to such normalization provisions, referred to as “unprotected”. The Act provides that the normalization method of accounting for income taxes is required for excess ADIT associated with public utility property. The Act provides for the use of the average rate assumption method (ARAM) for the determination of the timing of the return of excess ADIT associated with such property. Under ARAM, the excess ADIT is reduced over the remaining life of the asset. Remaining asset lives vary for each Registrant Subsidiary, but the average life of public utility property is typically 30 years or longer. Entergy will amortize the protected portion of the excess ADIT in conformity with the normalization requirements. The Registrant Subsidiaries’ net regulatory liability for income taxes as of December 31, 2018, includes protected excess ADIT as follows: Entergy Arkansas, $521 million; Entergy Louisiana, $812 million; Entergy Mississippi, $271 million; Entergy New Orleans, $59 million; Entergy Texas, $237 million; and System Energy, $202 million. The Registrant Subsidiaries’ net regulatory liability for income taxes as of December 31, 2017, includes protected excess ADIT as follows: Entergy Arkansas, $554 million; Entergy Louisiana, $782 million; Entergy Mississippi, $274 million; Entergy New Orleans, $71 million; Entergy Texas, $276 million; and System Energy, $217 million.
During 2018, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy began paying unprotected excess accumulated deferred income taxes, associated with the effects of the Act, to their customers through rate riders and other means approved by their respective regulatory commissions. Payment of the unprotected excess accumulated deferred income taxes results in a reduction in the regulatory liability for income taxes and a corresponding reduction in income tax expense. This has a significant effect on the effective tax rate for the period as compared to the statutory tax rate. The Registrant Subsidiaries’ net regulatory liability for income taxes as of December 31, 2018, includes unprotected excess ADIT as follows: Entergy Arkansas, $117 million; Entergy Louisiana, $295 million; Entergy Mississippi, $0; Entergy New Orleans, $25 million; Entergy Texas, $171 million; and System Energy, $4 million. Entergy Texas’s unprotected excess ADIT balance reflects the effect of the settlement of Entergy Texas’s 2018 base rate case, which established the amount of unprotected excess ADIT that will be returned to customers.The Registrant Subsidiaries’ net regulatory liability for income taxes as of December 31, 2017, includes unprotected excess ADIT as follows: Entergy Arkansas, $467 million; Entergy Louisiana, $410 million; Entergy Mississippi, $162 million; Entergy New Orleans, $37 million; Entergy Texas, $198 million; and System Energy, $76 million.
In addition to the protected and unprotected excess ADIT amounts, the net regulatory liability for income taxes includes other regulatory assets and liabilities for income taxes associated with AFUDC, which is described in Note 1 to the financial statements.
For a discussion of the proceedings commenced or other responses by Entergy’s regulators to the Act, see Note 2 to the financial statements.
Not all of Entergy’s excess ADIT is included in ratemaking. Consequently, Entergy recorded a net decrease in deferred tax assets of $560 million for which there is a corresponding charge to income tax expense for the year ended December 31, 2017. The corresponding income tax expense (or benefit) recorded by the Registrant Subsidiaries

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was as follows: Entergy Arkansas, ($3 million); Entergy Louisiana, $217 million; Entergy Mississippi, $3 million; Entergy New Orleans, $6 million; Entergy Texas, $3 million; and System Energy, $0.
Included in the effect of the computation of the changes in deferred tax assets and liabilities is the recognition threshold and measurement of uncertain tax positions resulting in unrecognized tax benefits. The final economic outcome of such unrecognized tax benefits is generally the result of a negotiated settlement with the IRS that often differs from the amount that is recorded as realizable under GAAP. The intrinsic uncertainty with respect to achieve settlements.all such tax positions means that the difference between current estimates of such amounts likely to be realized and actual amounts realized upon settlement may have an effect on income tax expense and the regulatory liability for income taxes in future periods.

Entergy anticipates that the Act, including the federal corporate income tax rate change may continue to have ramifications that require adjustments in the future as certain events occur. These events include: 1) the evaluation by regulators in all of Entergy’s jurisdictions regarding the ratemaking treatment of the Act and excess ADIT; 2) IRS audit adjustments to or amendments of federal and state income tax returns that include modifications to the computation of taxable income resulting from the Act; and 3) additional guidance, interpretations, or rulings by the U.S. Department of the Treasury or the IRS. The resolutionpotential exists for these types of audit issues couldevents to result in significant changesfuture tax expense adjustments because of the difference in the federal corporate income tax rate between past and future periods and the effect of the tax rate change on ratemaking. In turn, these items also could potentially affect the regulatory liability for income taxes.
Entergy Wholesale Commodities Restructuring

The tax classification of the entity that owned FitzPatrick changed in the second quarter 2016.  The change in tax classification required Entergy to recognize the amountsplant’s nuclear decommissioning liability for income tax purposes resulting in a tax accounting permanent difference that reduced income tax expense, net of unrecognized tax benefits, in the next twelve months.

In October 2015 two of Entergy’s Louisiana utilities, Entergy Gulf States Louisiana and Entergy Louisiana, combined their businesses into a legal entity which is identified as Entergy Louisiana herein.by $238 million. The structureaccrual of the business combination generated both a permanent difference and a temporary difference under FASB ASC Topic 740. The permanent difference resulted from recognition of the Waterford 3 and River Bendnuclear decommissioning liabilities as part of the business combination. Recognition of such decommissioning liabilitiesliability also required Entergy to also recognize a taxable gain. The taxable gain for income tax purposes, a significant portion of which resulted in a temporary difference because the gain provided for an increase in tax basis. Entergy Louisiana maintained a carryover tax basis inof the assets received;assets. Recognition of the gain and to the extent that the increase in tax basis willof the assets represents a tax accounting temporary difference. Entergy sold FitzPatrick on March 31, 2017. The removal of the contingencies regarding the sale of the plant and the receipt of NRC approval for the sale allowed Entergy to re-determine the plant’s tax basis. The re-determined basis resulted in a $44 million income tax benefit in the first quarter 2017.

In the second quarter 2017, Entergy changed the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. The change in tax classification required Entergy to recognize the plants’ nuclear decommissioning liabilities for income tax purposes resulting in a tax accounting permanent difference that reduced income tax expense, net of unrecognized tax benefits, by $373 million. The accrual of the nuclear decommissioning liabilities also required Entergy to recognize a gain for income tax purposes, a portion of which resulted in an increase in tax basis of the assets. Recognition of the gain and the increase in tax basis of the assets represents a tax accounting temporary difference.

In the third quarter 2018, Entergy completed a restructuring of the investment holdings in one of the Entergy Wholesale Commodities nuclear plant decommissioning trusts that resulted in an adjustment to tax basis for the trust. The accounting standards provide additionalthat a taxable temporary difference does not exist if the tax depreciation,law provides a means by which an amount can be recovered without incurrence of tax. The restructuring allows Entergy recordedto recover assets from the trust without incurring tax. As such, the tax basis recognized resulted in the reversal of a deferred tax asset. liability and reduction of income tax expense of approximately $107 million.


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Entergy Wholesale Commodities Tax Audit

A state income tax audit involving Entergy Wholesale Commodities was concluded during the corresponding deferredthird quarter 2018. Upon conclusion of the audit, subsidiaries within Entergy Wholesale Commodities reversed a portion of the provision for uncertain tax asset in the business combination. The permanent tax benefitpositions totaling approximately $23 million, net of ancillary tax charges was approximately $334 million. Consistent with the terms of the stipulated settlement in the business combination proceeding, electric customers of Entergy Louisiana will realize customer credits associated with the business combination. Accordingly, in October 2015, Entergy recorded a regulatory liability of $107 million ($66 million net-of-tax) which partially offsets the effect of the aforementioned deferred tax asset. The deferred tax asset and the regulatory liability, net-of-tax, increased Entergy Louisiana’s member’s equity by $268 million. See Note 2 to the financial statements for further discussion of the business combination.interest paid.

Tax Accounting Methods

In the fourth quarter 2015, System Energy and Entergy Louisiana adopted a new method of accounting for income tax return purposes in which the companies’ nuclear decommissioning costs will be treated as production costs of electricity includable in cost of goods sold. The new method results in a reduction of taxable income of $1.2 billion for System Energy and $2.2 billion for Entergy Louisiana.

The Protecting Americans from Tax Hikes Act In the fourth quarter 2018, Entergy Arkansas adopted the same tax method of 2015 was enacted in December 2015. The most significant provisions affecting Entergy and the Registrant Subsidiaries were a five-year extension of bonus depreciation and permanent extension of the research and experimentation tax credit. The effect of the bonus depreciation extension on 2015 increased Entergy’s tax net operating loss.

Entergy made a tax election to treataccounting for its subsidiary that owns one of the Entergy Wholesale Commodities nuclear power plants as a corporation for federal income tax purposes in the second quarter 2016. Thisdecommissioning costs which resulted in a constructive contribution of all the assets and liabilities associated with the plant to a new subsidiary corporation for federal income tax purposes, and generated both permanent and temporary differences under the income tax accounting standards. The constructive contribution required Entergy to recognize the plant’s nuclear decommissioning liability for income tax purposes resulting$2.2 billion reduction in permanent differences. The accrual of the nuclear decommissioning liability required Entergy to recognize a gain for income tax purposes, a significant portion of which resulted in an increase in tax basis of the assets constructively contributed to the subsidiary. Recognition of the gain and the increase in tax basis of the assets represents a temporary difference. The permanent difference reduced income tax expense, net of unrecognized tax benefits, by $238 million.taxable income.

In 2016, Entergy Louisiana elected mark-to-market income tax treatment for various wholesale electric power purchase and sale agreements, including Entergy Louisiana’s contract to purchase electricity from the Vidalia hydroelectric facility and from System Energy under the Unit Power Sales Agreement. The election resulted in a $2.2 billion deductible temporary difference. In 2017, Entergy New Orleans also elected mark-to-market income tax treatment for wholesale electric contracts which resulted in a $1.1 billion deductible temporary difference. In 2018, Entergy Arkansas and Entergy Mississippi accrued deductible temporary differences related to mark-to-market tax accounting for wholesale electric contracts of $2.1 billion and $1.9 billion, respectively.

Entergy Arkansas and Entergy Mississippi Internal Restructuring

In the fourth quarter 2018, Entergy Arkansas and Entergy Mississippi became wholly-owned subsidiaries of Entergy Utility Holding Company, LLC. The change in ownership required Entergy to recognize Entergy Arkansas’s nuclear decommissioning liabilities for income tax purposes resulting in a tax accounting permanent difference that reduced income tax expense, net of unrecognized tax benefits, by $165 million. The accrual of the nuclear decommissioning liabilities also required Entergy to recognize a gain for income tax purposes, a portion of which resulted in an increase in the tax basis of the assets. Recognition of the gain and the increase in the tax basis of the assets represents a tax accounting temporary difference. Additionally, Entergy recorded a $5 million reduction of income tax expense associated with state income tax effects resulting in a total reduction of income tax expense of $170 million from the restructuring. Entergy recorded a regulatory liability of $40 million ($30 million net-of-tax) which partially offsets the reduction of income tax expense. Entergy Arkansas’s member’s equity increased by $94 million as a result of the restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring.



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NOTE 4.  REVOLVING CREDIT FACILITIES, LINES OF CREDIT, AND SHORT-TERM BORROWINGS (Entergy Corporation, Entergy Arkansas, 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 August 2021.  Entergy Corporation also hasSeptember 2023.  The facility includes fronting commitments for the ability to issueissuance of letters of credit against 50%$20 million of the total borrowing capacity of the credit facility.  The commitment fee is currently 0.225% 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 year ended December 31, 20162018 was 2.23%3.60% on the drawn portion of the facility.  Following is a summary of the borrowings outstanding and capacity available under the facility as of December 31, 2016.2018.

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Capacity Borrowings Letters of Credit Capacity Available Borrowings Letters of Credit Capacity Available
(In Millions)
$3,500 $700 $6 $2,794 $220 $6 $3,274

Entergy Corporation’s credit facility requires Entergy to maintain a consolidated debt ratio, as defined, 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 $1.52 billion.  AtAs of December 31, 2016,2018, Entergy Corporation had $344 million$1.942 billion of commercial paper outstanding.  The weighted-average interest rate for the year ended December 31, 20162018 was 1.13%2.50%.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each had credit facilities available as of December 31, 20162018 as follows:
Company Expiration Date Amount of Facility Interest Rate (a)  Amount Drawn as of December 31, 20162018Letters of Credit Outstanding as of December 31, 20162018
Entergy Arkansas April 20172019 $20 million (b) 2.02%3.77% 
Entergy Arkansas August 2021September 2023 $150 million (c) 2.02%3.77% 
Entergy Louisiana August 2021September 2023 $350 million (d)(c) 2.02%3.77% $6.4 million
Entergy MississippiMay 2017$10 million (e)2.27%
Entergy Mississippi May 20172019 $2010 million (e)(d) 2.27%4.02% 
Entergy Mississippi May 20172019 $35 million (e)(d) 2.27%4.02% 
Entergy Mississippi May 20172019 $37.5 million (e)(d) 2.27%4.02% 
Entergy New Orleans November 20182021 $25 million (f)(c) 2.52%3.80% $0.8 million
Entergy Texas August 2021September 2023 $150 million (g)(c) 2.27%4.02% $4.71.3 million

(a)The interest rate is the estimated interest rate as of December 31, 20162018 that would most likely behave been applied to outstanding borrowings under the facility.
(b)Borrowings under this 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 issueincludes fronting commitments for the issuance of letters of credit against 50%a portion of the borrowing capacity of the facility.facility as follows: $5 million for Entergy Arkansas; $15 million for Entergy Louisiana; $10 million for Entergy New Orleans; and $30 million for Entergy Texas.  
(d)The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. 

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(e)Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable at Entergy Mississippi’s option. 
(f)The credit facility allows Entergy New Orleans to issue letters of credit against $10 million of the borrowing capacity of the facility.  
(g)The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility.  

The commitment fees on the credit facilities range from 0.075% to 0.275%0.225% of the undrawn commitment amount. Each of the credit facilities requires the Registrant Subsidiary borrower to maintain a debt ratio, as defined, of 65% or less of its total capitalization. Each Registrant Subsidiary is in compliance with this covenant.

In addition, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each entered into one or more uncommitted standby letter of credit facilities as a means to post collateral to support its obligations related to MISO. Following is a summary of the uncommitted standby letter of credit facilities as of December 31, 2016:2018:

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Company Amount of Uncommitted Facility Letter of Credit Fee Letters of Credit Issued as of December 31, 20162018 (a)
Entergy Arkansas $25 million 0.70% $1.0 million
Entergy Louisiana $125 million 0.70% $5.725.9 million
Entergy Mississippi $40 million 0.70% $7.116.7 million
Entergy New Orleans $15 million 1.00% $6.22.0 million
Entergy Texas $50 million 0.70% $14.720.9 million

(a)As of December 31, 2016,2018, letters of credit posted with MISO covered financial transmission right exposure of $0.3$0.2 million for Entergy ArkansasMississippi and $0.1$4.1 million for Entergy Mississippi.Texas. See Note 15 to the financial statements for discussion of financial transmission rights.

The short-term borrowings of the Registrant Subsidiaries are limited to amounts authorized by the FERC.  The current FERC-authorized limits for Entergy New Orleans are effective through October 31, 2017.2019. The current FERC-authorized limits for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy are effective through November 8, 2020. In addition to borrowings from commercial banks, these companies may also borrow from the Entergy System money pool.pool and from other internal short-term borrowing arrangements.  The money pool is anand the other internal borrowing arrangements are inter-company borrowing arrangementarrangements designed to reduce the Utility subsidiaries’ dependence on external short-term borrowings.  Borrowings from the money poolinternal 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 December 31, 20162018 (aggregating both money poolinternal and external short-term borrowings) for the Registrant Subsidiaries:

Authorized BorrowingsAuthorized Borrowings
(In Millions)(In Millions)
Entergy Arkansas$250 $51.2$250 $183
Entergy Louisiana$450 $450 
Entergy Mississippi$175 $175 
Entergy New Orleans$100 $150 
Entergy Texas$200 $200 $22
System Energy$200 $200 

Entergy Nuclear Vermont Yankee Credit Facilities

As of December 31, 2018, Entergy Nuclear Vermont Yankee hashad a credit facility guaranteed by Entergy Corporation with a borrowing capacity of $100$145 million whichthat expires in January 2018.November 2020. Entergy Nuclear Vermont Yankee doesdid not have the ability

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to issue letters of credit against the credit facility. ThisThe facility providesprovided working capital to Entergy Nuclear Vermont Yankee for general business purposes including, without limitation, the decommissioning of Vermont Yankee.  The commitment fee is currently 0.20% of the undrawn commitment amount.  As of December 31, 2016, $452018, $139 million in cash borrowings were outstanding under the credit facility.  The weighted average interest rate for the year ended December 31, 20162018 was 2.17%3.50% on the drawn portion of the facility. 

In anticipation of the transfer of Entergy Nuclear Vermont Yankee also has an uncommittedto NorthStar, in January 2019 the credit facility guaranteedwas assumed by Vermont Yankee Asset Retirement Management, LLC, Entergy Corporation
with aNuclear Vermont Yankee’s parent company that remains an Entergy subsidiary after the transfer, and the borrowing capacity was reduced to $139 million. The commitment fee is currently 0.20% of $85 million which expires in January 2018.the undrawn commitment amount.  See Note 14 to the financial statements for discussion of the transfer of Entergy Nuclear Vermont Yankee does not have the ability to issue lettersNorthStar.


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Notes to Entergy Nuclear Vermont Yankee for general business purposes including, without limitation, the decommissioning of Vermont Yankee. As of December 31, 2016, there were no cash borrowings outstanding under the credit facility. The rate as of December 31, 2016 that would most likely apply to outstanding borrowings under the facility was 2.27% on the drawn portion of the facility. Financial Statements


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

See Note 17 to the financial statements for a discussion of the consolidation of the nuclear fuel company variable interest entities (VIE).  To finance the acquisition and ownership of nuclear fuel, the nuclear fuel company VIEs have credit facilities and three of the four VIEs also issue commercial paper, details of which follow as of December 31, 2016:2018:
Company Expiration Date Amount of Facility Weighted Average Interest Rate on Borrowings (a) Amount Outstanding as of December 31, 2016 Expiration Date Amount of Facility Weighted Average Interest Rate on Borrowings (a) Amount Outstanding as of December 31, 2018
 (Dollars in Millions) (Dollars in Millions)
Entergy Arkansas VIE May 2019 $80 n/a 
$—
 September 2021 $80 3.48% $59.6
Entergy Louisiana River Bend VIE May 2019 $105 n/a 
$—
 September 2021 $105 3.44% $38.6
Entergy Louisiana Waterford VIE May 2019 $85 2.15% 
$3.8 (b) September 2021 $105 3.35% $82.0
System Energy VIE May 2019 $120 2.20% 
$66.9 (b) September 2021 $120 3.44% $113.9

(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 Louisiana River Bend does not issue commercial paper, but borrows directly on its bank credit facility.
variable interest entities for Entergy Arkansas, Entergy Louisiana, and System Energy. The nuclear fuel company variable interest entity for Entergy Louisiana River Bend does not issue commercial paper, but borrows directly on its bank credit facility.
(b)    Commercial paper, classified as a current liability.

The commitment fees on the credit facilities are currently 0.10% of the undrawn commitment amount for the Entergy Arkansas, Entergy Louisiana, and System Energy VIEs. Each credit facility requires the respective lessee of nuclear fuel (Entergy Arkansas, Entergy Louisiana, or Entergy Corporation as guarantor for System Energy) to maintain a consolidated debt ratio, as defined, of 70% or less of its total capitalization.


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The nuclear fuel company variable interest entities had notes payable that are included in debt on the respective balance sheets as of December 31, 20162018 as follows:
Company Description Amount
Entergy Arkansas VIE 2.62% Series K due December 2017
$60 million
Entergy Arkansas VIE3.65% Series L due July 2021 
$90 million
Entergy Arkansas VIE 3.17% Series M due December 2023 
$40 million
Entergy Louisiana River Bend VIE3.25% Series Q due July 2017
$75 million
Entergy Louisiana River Bend VIE 3.38% Series R due August 2020 
$70 million
Entergy Louisiana Waterford VIE3.25% Series G due July 2017
$25 million
Entergy Louisiana Waterford VIE 3.92% Series H due February 2021 
$40 million
Entergy Louisiana Waterford VIE 3.22% Series I due December 2023 
$20 million
System Energy VIE 4.02%3.42% Series HJ due February 2017April 2021 
$50100 million
System Energy VIE3.78% Series I due October 2018
$85 million

In February 2017 the System Energy nuclear fuel company variable interest entity redeemed, at maturity, its $50 million of 4.02% Series H notes.

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.

Entergy Arkansas, Entergy Louisiana, and System Energy each have obtained long-term financing authorizations from the FERC that extend through October 2017November 2020 for issuances by its nuclear fuel company variable interest entities.



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

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 20162018 and 20152017 consisted of:
Type of Debt and Maturity Weighted Average Interest Rate December 31, 2016 Interest Rate Ranges at December 31, Outstanding at December 31,
2016 2015 2016 2015
        (In Thousands)
Mortgage Bonds          
2016-2021 4.92% 2.55%-7.125% 3.25%-7.125% 
$2,350,000
 
$2,350,000
2022-2026 3.85% 2.40%-5.59% 3.05%-5.66% 3,965,000
 3,308,276
2028-2041 3.06% 2.85%-3.25% 5.65%-6.38% 1,125,000
 1,270,827
2044-2066 5.00% 4.70%-5.625% 4.70%-6.00% 2,960,000
 1,860,000
Governmental Bonds (a)          
2017-2021 2.22% 1.55%-2.375% 1.55%-2.375% 99,700
 99,700
2022-2030 3.98% 3.375%-5.875% 4.90%-5.875% 332,680
 384,680
Securitization Bonds          
2018-2024 3.90% 2.04%-5.93% 2.04%-5.93% 669,310
 784,340
Variable Interest Entities Notes Payable (Note 4)          
2016-2023 3.47% 2.62%-4.02% 1.38%-4.02% 555,000
 570,600
Entergy Corporation Notes          
due January 2017 n/a  4.70% 
 500,000
due September 2020 n/a 5.125% 5.125% 450,000
 450,000
due July 2022 n/a 4.00% 4.00% 650,000
 650,000
due September 2026 n/a 2.95%  750,000
 
Note Payable to NYPA   (b) 
 34,259
5 Year Credit Facility (Note 4) n/a 2.23% 1.98% 700,000
 835,000
Long-term DOE Obligation (c)    181,853
 181,378
Waterford 3 Lease Obligation (d) n/a 8.09% 7.45% 57,492
 108,965
Waterford Series Collateral Trust Mortgage Notes due 2017 (d) n/a (e)  42,703
 
Grand Gulf Lease Obligation (d) n/a 5.13% 5.13% 34,359
 34,361
Vermont Yankee Credit Facility (Note 4) n/a 2.17% 2.08% 44,500
 12,000
Unamortized Premium and Discount - Net       (19,397) (12,067)
Unamortized Debt Issuance Costs       (128,849) (110,349)
Other       13,204
 13,960
Total Long-Term Debt       14,832,555
 13,325,930
Less Amount Due Within One Year       364,900
 214,374
Long-Term Debt Excluding Amount Due Within One Year       
$14,467,655
 
$13,111,556
Fair Value of Long-Term Debt (f)       
$14,815,535
 
$13,578,511


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Type of Debt and Maturity Weighted Average Interest Rate December 31, 2018 Interest Rate Ranges at December 31, Outstanding at December 31,
2018 2017 2018 2017
        (In Thousands)
Mortgage Bonds          
2018-2022 3.86% 2.55%-7.125% 2.55%-7.125% 
$1,875,000
 
$2,550,000
2023-2027 3.71% 2.40%-5.59% 2.40%-5.59% 4,735,000
 4,735,000
2028-2038 3.63% 2.85%-4.52% 2.85%-3.25% 2,240,000
 1,125,000
2044-2066 4.88% 4.20%-5.625% 4.70%-5.625% 3,560,000
 2,960,000
Governmental Bonds (a)          
2021-2022 5.28% 2.375%-5.875% 2.375%-5.875% 179,000
 179,000
2028-2030 3.45% 3.375%-3.50% 3.375%-3.50% 198,680
 198,680
Securitization Bonds          
2019-2027 3.79% 2.04%-5.93% 2.04%-5.93% 429,118
 551,499
Variable Interest Entities Notes Payable (Note 4)          
2018-2023 3.44% 3.17%-3.92% 3.17%-3.92% 360,000
 345,000
Entergy Corporation Notes          
due September 2020 n/a 5.125% 5.125% 450,000
 450,000
due July 2022 n/a 4.00% 4.00% 650,000
 650,000
due September 2026 n/a 2.95% 2.95% 750,000
 750,000
5 Year Credit Facility (Note 4) n/a 3.60% 2.55% 220,000
 210,000
Vermont Yankee Credit Facility (Note 4) n/a 3.50% 2.64% 139,000
 103,500
Entergy Arkansas VIE Credit Facility (Note 4) n/a 3.48% 2.87% 59,600
 24,900
Entergy Louisiana River Bend VIE Credit Facility (Note 4) n/a 3.44% 2.38% 38,600
 65,650
Entergy Louisiana Waterford VIE Credit Facility (Note 4) n/a 3.35% 2.64% 82,000
 36,360
System Energy VIE Credit Facility (Note 4) n/a 3.44% 2.52% 113,900
 50,000
Long-term DOE Obligation (b)    186,864
 183,435
Grand Gulf Lease Obligation (c) n/a (d) (d) 34,352
 34,356
Unamortized Premium and Discount - Net       (14,784) (13,911)
Unamortized Debt Issuance Costs       (130,612) (126,033)
Other       12,594
 12,830
Total Long-Term Debt       16,168,312
 15,075,266
Less Amount Due Within One Year       650,009
 760,007
Long-Term Debt Excluding Amount Due Within One Year       
$15,518,303
 
$14,315,259
Fair Value of Long-Term Debt (c)       
$15,880,239
 
$15,367,453

(a)Consists of pollution control revenue bonds and environmental revenue bonds, some of which are secured by collateral first mortgage bonds.

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(b)These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)Pursuant to the Nuclear Waste Policy Act of 1982, Entergy’s nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service.  The contracts include a one-time fee for generation prior to April 7, 1983.  Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)See Note 10 to the financial statements for further discussion of the Waterford 3 lease obligation and Entergy Louisiana’s acquisition of the equity participant’s beneficial interest in the Waterford 3 leased assets and for further discussion of the Grand Gulf lease obligation.
(e)This note does not have a stated interest rate, but has an implicit interest rate of 7.458%.
(f)(c)The fair value excludes lease obligations of $57 million at Entergy Louisiana and $34 million at System Energy and long-term DOE obligations of $182$187 million at Entergy Arkansas, and includes debt due within one year.  Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 15 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)See Note 10 to the financial statements for detail of payments under the Grand Gulf lease obligation.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2016,2018, for the next five years are as follows:
AmountAmount
(In Thousands)(In Thousands)
2017
$307,403
2018
$828,084
2019
$724,899

$650,000
2020
$795,000

$934,000
2021
$1,674,548

$1,340,792
2022
$1,065,237
2023
$1,715,523

In November 2000, Entergy’s non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. As part of the purchase agreement with NYPA, Entergy recorded a liability representing the net present value of the payments Entergy would be liable to NYPA for each year that the FitzPatrick and Indian Point 3 power plants would run beyond their respective original NRC license expiration date. In October 2015, Entergy announced a planned shutdown of FitzPatrick at the end of its fuel cycle. As a result of the announcement, Entergy reduced this liability by $26.4 million pursuant to the terms of the purchase agreement. In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy. As part of the trust transfer agreement, the original decommissioning agreements were amended, and the Entergy subsidiaries’ obligation to make additional license extension payments to NYPA was eliminated. In the third quarter 2016, Entergy removed the note payable of $35.1 million from the consolidated balance sheet.

Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through October 2017.  Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2018.November 2020.  Entergy New Orleans has obtained long-term financing authorization from the FERC and the City Council that extends through June 2018.October 2019. Entergy Arkansas has also obtained first mortgage bond/secured financing authorization from the APSC that extends through December 2020.

Capital Funds Agreement

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

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

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permit the continued commercial operation of Grand Gulf;
pay in full all System Energy indebtedness for borrowed money when due; and
enable System Energy to make payments on specific System Energy debt, under a supplement to the agreement assigning System Energy’s rights in the agreement as security for the specific debt.


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Long-term debt for the Registrant Subsidiaries as of December 31, 20162018 and 20152017 consisted of:
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
Entergy Arkansas        
Mortgage Bonds:        
3.75% Series due February 2021 
$350,000
 
$350,000
 
$350,000
 
$350,000
3.05% Series due June 2023 250,000
 250,000
 250,000
 250,000
3.7% Series due June 2024 375,000
 375,000
 375,000
 375,000
5.66% Series due February 2025 
 175,000
3.5% Series due April 2026 380,000
 
 600,000
 600,000
5.9% Series due June 2033 
 100,000
6.38% Series due November 2034 
 60,000
5.75% Series due November 2040 
 225,000
4.0% Series due June 2028 250,000
 
4.95% Series due December 2044 250,000
 250,000
 250,000
 250,000
4.9% Series due December 2052 200,000
 200,000
4.90% Series due December 2052 200,000
 200,000
4.75% Series due June 2063 125,000
 125,000
 125,000
 125,000
4.875% Series due September 2066 410,000
 
 410,000
 410,000
Total mortgage bonds 2,340,000
 2,110,000
 2,810,000
 2,560,000
Governmental Bonds (a):        
1.55% Series due 2017, Jefferson County (d) 54,700
 54,700
2.375% Series due 2021, Independence County (d) 45,000
 45,000
 45,000
 45,000
Total governmental bonds 99,700
 99,700
 45,000
 45,000
Variable Interest Entity Notes Payable (Note 4):    
3.23% Series J due July 2016 
 55,000
2.62% Series K due December 2017 60,000
 60,000
Variable Interest Entity Notes Payable and Credit Facility (Note 4):    
3.65% Series L due July 2021 90,000
 90,000
 90,000
 90,000
3.17% Series M due December 2023 40,000
 
 40,000
 40,000
Total variable interest entity notes payable 190,000
 205,000
Credit Facility due September 2021, weighted avg rate 3.48% 59,600
 24,900
Total variable interest entity notes payable and credit facility 189,600
 154,900
Securitization Bonds:        
2.30% Series Senior Secured due August 2021 49,548
 62,966
 21,692
 35,764
Total securitization bonds 49,548
 62,966
 21,692
 35,764
Other:        
Long-term DOE Obligation (b) 181,853
 181,378
 186,864
 183,435
Unamortized Premium and Discount – Net 984
 (2,775) 4,408
 5,307
Unamortized Debt Issuance Costs (34,357) (28,503) (33,831) (34,049)
Other 2,057
 2,073
 2,026
 2,042
Total Long-Term Debt 2,829,785
 2,629,839
 3,225,759
 2,952,399
Less Amount Due Within One Year 114,700
 55,000
 
 
Long-Term Debt Excluding Amount Due Within One Year 
$2,715,085
 
$2,574,839
 
$3,225,759
 
$2,952,399
Fair Value of Long-Term Debt (c) 
$2,623,910
 
$2,498,108
 
$3,002,627
 
$2,865,844


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  2018 2017
  (In Thousands)
Entergy Louisiana    
Mortgage Bonds:    
6.0% Series due May 2018 
$—
 
$375,000
6.50% Series due September 2018 
 300,000
3.95% Series due October 2020 250,000
 250,000
4.8% Series due May 2021 200,000
 200,000
3.3% Series due December 2022 200,000
 200,000
4.05% Series due September 2023 325,000
 325,000
5.59% Series due October 2024 300,000
 300,000
5.40% Series due November 2024 400,000
 400,000
3.78% Series due April 2025 110,000
 110,000
3.78% Series due April 2025 190,000
 190,000
4.44% Series due January 2026 250,000
 250,000
2.40% Series due October 2026 400,000
 400,000
3.12% Series due September 2027 450,000
 450,000
3.25% Series due April 2028 425,000
 425,000
3.05% Series due June 2031 325,000
 325,000
4.0% Series due March 2033 750,000
 
5.0% Series due July 2044 170,000
 170,000
4.95% Series due January 2045 450,000
 450,000
4.20% Series due September 2048 600,000
 
5.25% Series due July 2052 200,000
 200,000
4.70% Series due June 2063 100,000
 100,000
4.875% Series due September 2066 270,000
 270,000
Total mortgage bonds 6,365,000
 5,690,000
Governmental Bonds (a):    
3.375 % Series due 2028, Louisiana Public Facilities Authority (d) 83,680
 83,680
3.50% Series due 2030, Louisiana Public Facilities Authority (d) 115,000
 115,000
Total governmental bonds 198,680
 198,680
Variable Interest Entity Notes Payable and Credit Facilities (Note 4):    
3.38% Series R due August 2020 70,000
 70,000
3.92% Series H due February 2021 40,000
 40,000
3.22% Series I due December 2023 20,000
 20,000
Credit Facility due September 2021, weighted avg rate 3.44% 38,600
 65,650
Credit Facility due September 2021, weighted avg rate 3.35% 82,000
 36,360
Total variable interest entity notes payable and credit facilities 250,600
 232,010
Securitization Bonds:    
2.04% Series Senior Secured due September 2023 56,910
 79,228
Total securitization bonds 56,910
 79,228
Other:    
Unamortized Premium and Discount - Net (14,955) (13,877)
Unamortized Debt Issuance Costs (57,011) (48,540)
Other 6,544
 6,570
Total Long-Term Debt 6,805,768
 6,144,071
Less Amount Due Within One Year 2
 675,002
Long-Term Debt Excluding Amount Due Within One Year 
$6,805,766
 
$5,469,069
Fair Value of Long-Term Debt (c) 
$6,834,134
 
$6,389,774


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  2018 2017
  (In Thousands)
Entergy Mississippi    
Mortgage Bonds:    
6.64% Series due July 2019 
$150,000
 
$150,000
3.1% Series due July 2023 250,000
 250,000
3.75% Series due July 2024 100,000
 100,000
3.25% Series due December 2027 150,000
 150,000
2.85% Series due June 2028 375,000
 375,000
4.52% Series due December 2038 55,000
 
4.90% Series due October 2066 260,000
 260,000
Total mortgage bonds 1,340,000
 1,285,000
Other:    
Unamortized Premium and Discount – Net (989) (1,155)
Unamortized Debt Issuance Costs (13,261) (13,723)
Total Long-Term Debt 1,325,750
 1,270,122
Less Amount Due Within One Year 150,000
 
Long-Term Debt Excluding Amount Due Within One Year 
$1,175,750
 
$1,270,122
Fair Value of Long-Term Debt (c) 
$1,276,452
 
$1,285,741

  2018 2017
  (In Thousands)
Entergy New Orleans    
Mortgage Bonds:    
5.10% Series due December 2020 
$25,000
 
$25,000
3.9% Series due July 2023 100,000
 100,000
4.0% Series due June 2026 85,000
 85,000
4.51% Series due September 2033 60,000
 
5.0% Series due December 2052 30,000
 30,000
5.50% Series due April 2066 110,000
 110,000
Total mortgage bonds 410,000
 350,000
Securitization Bonds:    
       2.67% Series Senior Secured due June 2027 65,666
 76,707
Total securitization bonds 65,666

76,707
Other:    
Payable to associated company due November 2035 16,346
 18,423
Unamortized Premium and Discount – Net (168) (206)
Unamortized Debt Issuance Costs (8,140) (8,054)
Total Long-Term Debt 483,704
 436,870
Less Amount Due Within One Year 1,979
 2,077
Long-Term Debt Excluding Amount Due Within One Year 
$481,725
 
$434,793
Fair Value of Long-Term Debt (c) 
$491,569
 
$455,968

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  2016 2015
  (In Thousands)
Entergy Louisiana    
Mortgage Bonds:    
6.0% Series due May 2018 
$375,000
 
$375,000
6.50% Series due September 2018 300,000
 300,000
3.95% Series due October 2020 250,000
 250,000
4.8% Series due May 2021 200,000
 200,000
3.3% Series due December 2022 200,000
 200,000
4.05% Series due September 2023 325,000
 325,000
5.59% Series due October 2024 300,000
 300,000
5.40% Series due November 2024 400,000
 400,000
3.78% Series due April 2025 110,000
 110,000
3.78% Series due April 2025 190,000
 190,000
4.44% Series due January 2026 250,000
 250,000
2.40% Series due October 2026 400,000
 
3.25% Series due April 2028 425,000
 
3.05% Series due June 2031 325,000
 
6.2% Series due July 2033 
 240,000
6.18% Series due March 2035 
 85,000
6.0% Series due March 2040 
 118,000
5.875% Series due June 2041 
 150,000
5.0% Series due July 2044 170,000
 170,000
4.95% Series due January 2045 450,000
 250,000
5.25% Series due July 2052 200,000
 200,000
4.70% Series due June 2063 100,000
 100,000
4.875% Series due September 2066 270,000
 
Total mortgage bonds 5,240,000
 4,213,000
Governmental Bonds (a):    
5.0% Series due 2028, Louisiana Public Facilities Authority (d) 
 83,680
5.0% Series due 2030, Louisiana Public Facilities Authority (d) 
 115,000
3.375 % Series due 2028, Louisiana Public Facilities Authority (d) 83,680
 
3.50% Series due 2030, Louisiana Public Facilities Authority (d) 115,000
 
Total governmental bonds 198,680
 198,680
Variable Interest Entity Notes Payable (Note 4):    
3.30% Series F due March 2016 
 20,000
3.25% Series G due July 2017 25,000
 25,000
3.25% Series Q due July 2017 75,000
 75,000
3.38% Series R due August 2020 70,000
 70,000
3.92% Series H due February 2021 40,000
 40,000
3.22% Series I due December 2023 20,000
 
Credit Facility due June 2016, weighted avg rate 1.38% 
 600
Total variable interest entity notes payable 230,000
 230,600
Securitization Bonds:    
2.04% Series Senior Secured due September 2023 100,972
 122,568
Total securitization bonds 100,972
 122,568
Other:    
Waterford 3 Lease Obligation (Note 10) (e) 57,492
 108,965
Waterford Series Collateral Trust Mortgage Notes due 2017 (Note 10) (f) 42,703
 
Unamortized Premium and Discount - Net (14,917) (4,537)
Unamortized Debt Issuance Costs (48,972) (40,156)
Other 6,833
 7,042
Total Long-Term Debt 5,812,791
 4,836,162
Less Amount Due Within One Year 200,198
 29,372
Long-Term Debt Excluding Amount Due Within One Year 
$5,612,593
 
$4,806,790
Fair Value of Long-Term Debt (c) 
$5,929,488
 
$5,018,786
  2018 2017
  (In Thousands)
Entergy Texas    
Mortgage Bonds:    
7.125% Series due February 2019 
$500,000
 
$500,000
2.55% Series due June 2021 125,000
 125,000
4.1% Series due September 2021 75,000
 75,000
3.45% Series due December 2027 150,000
 150,000
5.15% Series due June 2045 250,000
 250,000
5.625% Series due June 2064 135,000
 135,000
Total mortgage bonds 1,235,000
 1,235,000
Securitization Bonds:    
3.65% Series Senior Secured, Series A due August 2019 
 30,769
5.93% Series Senior Secured, Series A due June 2022 81,237
 110,431
4.38% Series Senior Secured, Series A due November 2023 203,613
 218,600
Total securitization bonds 284,850
 359,800
Other:    
Unamortized Premium and Discount - Net (992) (1,498)
Unamortized Debt Issuance Costs (9,145) (10,366)
Other 4,022
 4,214
Total Long-Term Debt 1,513,735
 1,587,150
Less Amount Due Within One Year 500,000
 
Long-Term Debt Excluding Amount Due Within One Year 
$1,013,735
 
$1,587,150
Fair Value of Long-Term Debt (c) 
$1,528,828
 
$1,661,902

  2018 2017
  (In Thousands)
System Energy    
Mortgage Bonds:    
4.1% Series due April 2023 
$250,000
 
$250,000
Total mortgage bonds 250,000
 250,000
Governmental Bonds (a):    
5.875% Series due 2022, Mississippi Business Finance Corp. 134,000
 134,000
Total governmental bonds 134,000
 134,000
Variable Interest Entity Notes Payable and Credit Facility (Note 4):    
3.78% Series I due October 2018 
 85,000
3.42% Series J due April 2021 100,000
 
Credit Facility due September 2021, weighted avg rate 3.44% 113,900
 50,000
Total variable interest entity notes payable and credit facility 213,900
 135,000
Other:    
Grand Gulf Lease Obligation (e) 34,352
 34,356
Unamortized Premium and Discount – Net (328) (415)
Unamortized Debt Issuance Costs (1,176) (1,455)
Other 2
 2
Total Long-Term Debt 630,750
 551,488
Less Amount Due Within One Year 6
 85,004
Long-Term Debt Excluding Amount Due Within One Year 
$630,744
 
$466,484
Fair Value of Long-Term Debt (c) 
$596,123
 
$529,119

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  2016 2015
  (In Thousands)
Entergy Mississippi    
Mortgage Bonds:    
3.25% Series due June 2016 
$—
 
$125,000
6.64% Series due July 2019 150,000
 150,000
3.1% Series due July 2023 250,000
 250,000
3.75% Series due July 2024 100,000
 100,000
2.85% Series due June 2028 375,000
 
6.0% Series due November 2032 
 75,000
6.25% Series due April 2034 
 100,000
6.20% Series due April 2040 
 80,000
6.0% Series due May 2051 
 150,000
4.90% Series due October 2066 260,000
 
Total mortgage bonds 1,135,000
 1,030,000
Governmental Bonds (a):    
4.90% Series due 2022, Independence County (d) 
 30,000
Total governmental bonds 
 30,000
Other:    
Unamortized Premium and Discount – Net (766) (1,038)
Unamortized Debt Issuance Costs
 (13,318) (13,877)
Total Long-Term Debt 1,120,916
 1,045,085
Less Amount Due Within One Year 
 125,000
Long-Term Debt Excluding Amount Due Within One Year 
$1,120,916
 
$920,085
Fair Value of Long-Term Debt (c) 
$1,086,203
 
$1,087,326

  2016 2015
  (In Thousands)
Entergy New Orleans    
Mortgage Bonds:    
5.10% Series due December 2020 
$25,000
 
$25,000
3.9% Series due July 2023 100,000
 100,000
5.6% Series due September 2024 
 33,276
4.0% Series due June 2026 85,000
 
5.65% Series due September 2029 
 37,827
5.0% Series due December 2052 30,000
 30,000
5.50% Series due April 2066 110,000
 
Total mortgage bonds 350,000
 226,103
Securitization Bonds:    
       2.67% Series Senior Secured due June 2027 87,307
 98,730
Total securitization bonds 87,307

98,730
Other:    
Payable to Entergy Louisiana due November 2035 20,527
 25,500
Unamortized Premium and Discount – Net (245) (283)
Unamortized Debt Issuance Costs
 (8,595) (7,170)
Total Long-Term Debt 448,994
 342,880
Less Amount Due Within One Year 2,104
 4,973
Long-Term Debt Excluding Amount Due Within One Year 
$446,890
 
$337,907
Fair Value of Long-Term Debt (c) 
$455,459
 
$351,040

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  2016 2015
  (In Thousands)
Entergy Texas    
Mortgage Bonds:    
7.125% Series due February 2019 
$500,000
 
$500,000
2.55% Series due June 2021 125,000
 
4.1% Series due September 2021 75,000
 75,000
5.15% Series due June 2045 250,000
 250,000
5.625% Series due June 2064 135,000
 135,000
Total mortgage bonds 1,085,000
 960,000
Securitization Bonds:    
5.79% Series Senior Secured, Series A due October 2018 23,584
 49,614
3.65% Series Senior Secured, Series A due August 2019 74,899
 117,462
5.93% Series Senior Secured, Series A due June 2022 114,400
 114,400
4.38% Series Senior Secured, Series A due November 2023 218,600
 218,600
Total securitization bonds 431,483
 500,076
Other:    
Unamortized Premium and Discount - Net (1,579) (1,797)
Unamortized Debt Issuance Costs
 (10,809) (11,155)
Other 4,312
 4,843
Total Long-Term Debt 1,508,407
 1,451,967
Less Amount Due Within One Year 
 
Long-Term Debt Excluding Amount Due Within One Year 
$1,508,407
 
$1,451,967
Fair Value of Long-Term Debt (c) 
$1,600,156
 
$1,590,616

  2016 2015
  (In Thousands)
System Energy    
Mortgage Bonds:    
4.1% Series due April 2023 
$250,000
 
$250,000
Total mortgage bonds 250,000
 250,000
Governmental Bonds (a):    
5.875% Series due 2022, Mississippi Business Finance Corp. 134,000
 156,000
Total governmental bonds 134,000
 156,000
Variable Interest Entity Notes Payable (Note 4):    
4.02% Series H due February 2017 50,000
 50,000
3.78% Series I due October 2018 85,000
 85,000
Total variable interest entity notes payable 135,000
 135,000
Other:    
Grand Gulf Lease Obligation 5.13% (Note 10) 34,359
 34,361
Unamortized Premium and Discount – Net (503) (634)
Unamortized Debt Issuance Costs (1,727) (2,062)
Other 3
 2
Total Long-Term Debt 551,132
 572,667
Less Amount Due Within One Year 50,003
 2
Long-Term Debt Excluding Amount Due Within One Year 
$501,129
 
$572,665
Fair Value of Long-Term Debt (c) 
$529,520
 
$552,762


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(a)Consists of pollution control revenue bonds and environmental revenue bonds.
(b)Pursuant to the Nuclear Waste Policy Act of 1982, Entergy’s nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service.  The contracts include a one-time fee for generation prior to April 7, 1983.  Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)The fair value excludes lease obligations of $57 million at Entergy Louisiana and $34 million at System Energy and long-term DOE obligations of $182$187 million at Entergy Arkansas, and includes debt due within one year.  Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 15 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)The bonds are secured by a series of collateral mortgage bonds.
(e)The interest rate as of December 31, 2016 was 8.09%. The interest rate as of December 31, 2015 was an overall implicit rate of 7.45% which included the equity portion of the lease obligation. See Note 10 to the financial statements for further discussiondetail of Entergy Louisiana’s acquisition ofpayments under the equity participant’s beneficial interest in the Waterford 3 leased assets in March 2016.
(f)This note does not have a stated interest rate, but has an implicit interest rate of 7.458%.Grand Gulf lease obligation.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2016,2018, for the next five years are as follows:
Entergy
Arkansas
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
Entergy
Arkansas
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
(In Thousands)(In Thousands)
2017
$114,700
 
$142,703
 
$—
 
$2,104
 
$—
 
$50,000
2018
$—
 
$675,000
 
$—
 
$2,077
 
$23,584
 
$85,000
2019
$—
 
$—
 
$150,000
 
$1,979
 
$574,899
 
$—

$—
 
$—
 
$150,000
 
$—
 
$500,000
 
$—
2020
$—
 
$320,000
 
$—
 
$26,838
 
$—
 
$—

$—
 
$320,000
 
$—
 
$25,000
 
$—
 
$—
2021
$534,548
 
$240,000
 
$—
 
$1,618
 
$200,000
 
$—

$566,292
 
$360,600
 
$—
 
$—
 
$200,000
 
$213,900
2022
$—
 
$200,000
 
$—
 
$—
 
$81,237
 
$134,000
2023
$290,000
 
$401,910
 
$250,000
 
$100,000
 
$203,613
 
$250,000

Entergy Texas Debt Issuance

In January 2019, Entergy Texas issued $300 million of 4.00% Series first mortgage bonds due March 2029 and $400 million of 4.50% Series first mortgage bonds due March 2039. Entergy Texas used the proceeds to repay at maturity its $500 million of 7.125% Series first mortgage bonds due February 2019 and for general corporate purposes.

Entergy Arkansas Securitization Bonds

In June 2010 the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas’s January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs.  In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds.  The bonds have a coupon of 2.30%.  Although the principal amount is not due until the date given in the tables above,August 2021, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next fourtwo years in the amount of $13.8 million for 2017, $14.1 million for 2018, $14.4 million for 2019 and $7.3 million for 2020. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds.  The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet.  The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas.  Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011 the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana’s investment recovery costs associated with the canceled Little Gypsy repowering project.  In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds.  The bonds have an interest

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Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds.  The bonds have an interest rate of 2.04%.  Although the principal amount is not due until the date given in the tables above,September 2023, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next fivethree years in the amounts of $21.7 million for 2017, $22.3 million for 2018, $22.7 million for 2019, $23.2 million for 2020, and $11 million for 2021.  With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds.  In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs.  The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet.  The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana.  Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy New Orleans Securitization Bonds - Hurricane Isaac

In May 2015 the City Council issued a financing order authorizing the issuance of securitization bonds to recover Entergy New Orleans’s Hurricane Isaac storm restoration costs of $31.8 million, including carrying costs, the costs of funding and replenishing the storm recovery reserve in the amount of $63.9 million, and approximately $3 million of up-front financing costs associated with the securitization. In July 2015, Entergy New Orleans Storm Recovery Funding I, L.L.C., a company wholly owned and consolidated by Entergy New Orleans, issued $98.7 million of storm cost recovery bonds. The bonds have a coupon of 2.67%. Although the principal amount is not due until the date given in the tables above,June 2027, Entergy New Orleans Storm Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $10.6 million for 2017, $11 million for 2018, $11.2 million for 2019, $11.6 million for 2020, and $11.9 million for 2021.

2021, $12.2 million for 2022, and $12.5 million for 2023. With the proceeds, Entergy New Orleans Storm Recovery Funding purchased from Entergy New Orleans the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy New Orleans balance sheet. The creditors of Entergy New Orleans do not have recourse to the assets or revenues of Entergy New Orleans Storm Recovery Funding, including the storm recovery property, and the creditors of Entergy New Orleans Storm Recovery Funding do not have recourse to the assets or revenues of Entergy New Orleans. Entergy New Orleans has no payment obligations to Entergy New Orleans Storm Recovery Funding except to remit storm recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007 the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas’s Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits.  In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:
 Amount
 (In Thousands)
Senior Secured Transition Bonds, Series A: 
Tranche A-1 (5.51%) due October 2013
$93,500
Tranche A-2 (5.79%) due October 2018121,600
Tranche A-3 (5.93%) due June 2022 (a)114,400
Total senior secured transition bonds
$329,500

(a)     As of December 31, 2018 the remaining amount outstanding on Tranche A-3 was $81.2 million.


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Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next fivethree years in the amounts of $27.6 million for 2017, $29.2 million for 2018, $30.9 million for 2019, $32.8 million for 2020, and $17.5 million for 2021. Of the scheduled principal payments for 2017, $23.6 million are for Tranche A-2, and $4 million are for Tranche A-3. All of the scheduled principal payments for 2018-20212019-2021 are for Tranche A-3. Tranche A-1 hasand Tranche A-2 have been paid.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds.  The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet.  The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas.  Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009 the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas’s Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds.  In November 2009, Entergy Texas Restoration Funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:
 Amount
 (In Thousands)
Senior Secured Transition Bonds: 
Tranche A-1 (2.12%) due February 2016
$182,500
Tranche A-2 (3.65%) due August 2019144,800
Tranche A-3 (4.38%) due November 2023 (a)218,600
Total senior secured transition bonds
$545,900

(a)     As of December 31, 2018 the remaining amount outstanding on Tranche A-3 was $203.6 million.

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next fivefour years in the amount of $44.1 million for 2017, $45.8 million for 2018, $47.6 million for 2019, $49.8 million for 2020, and $52 million for 2021. All of the scheduled principal payments2021, and $54.3 million for 2017 are for Tranche A-2, $30.8 million of the scheduled principal payments for 2018 are for Tranche A-2 and $15 million are for Tranche A-3.2022. All of the scheduled principle payments for 2019-20212019-2022 are for Tranche A-3. Tranche A-1 hasand Tranche A-2 have been paid.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds.  The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet.  The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas.  Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.



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NOTE 6.   PREFERRED EQUITY (Entergy Corporation, Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans)Mississippi)

The number of shares and units authorized and outstanding and dollar value of preferred stock, preferred membership interests, and non-controlling interest for Entergy Corporation subsidiaries as of December 31, 20162018 and 20152017 are presented below.  All series of the Utility preferred stock are redeemable at the option of the related company.
 
Shares/Units
Authorized
 
Shares/Units
Outstanding
     
Shares/Units
Authorized
 
Shares/Units
Outstanding
    
 2016 2015 2016 2015 2016 2015 2018 2017 2018 2017 2018 2017
Entergy Corporation       (Dollars in Thousands)       (Dollars in Thousands)
Utility:                        
Preferred Stock or Preferred Membership Interests without sinking fund:                        
Entergy Arkansas, 4.32%-6.45% Series 313,500
 3,413,500
 313,500
 3,413,500
 
$31,350
 
$116,350
Entergy Arkansas, 4.32%-4.72% Series 
 313,500
 
 313,500
 
$—
 
$31,350
Entergy Utility Holding Company, LLC, 7.5% Series (a) 110,000
 110,000
 110,000
 110,000
 107,425
 107,425
 110,000
 110,000
 110,000
 110,000
 107,425
 107,425
Entergy Mississippi, 4.36%-6.25% Series 203,807
 1,403,807
 203,807
 1,403,807
 20,381
 50,381
Entergy New Orleans, 4.36%-5.56% Series 197,798
 197,798
 197,798
 197,798
 19,780
 19,780
Entergy Utility Holding Company, LLC, 6.25% Series (b) 15,000
 15,000
 15,000
 15,000
 14,366
 14,398
Entergy Utility Holding Company, LLC, 6.75% Series (c) 75,000
 
 75,000
 
 73,362
 
Entergy Mississippi, 4.36%-4.92% Series 
 203,807
 
 203,807
 
 20,381
Total Utility Preferred Stock or Preferred Membership Interests without sinking fund 825,105
 5,125,105
 825,105
 5,125,105
 178,936
 293,936
 200,000
 642,307
 200,000
 642,307
 195,153
 173,554
Entergy Wholesale Commodities:                        
Preferred Stock without sinking fund:                        
Entergy Finance Holding, Inc. 8.75% (b) 250,000
 250,000
 250,000
 250,000
 24,249
 24,249
Entergy Finance Holding, Inc. 8.75% (d) 250,000
 250,000
 250,000
 250,000
 24,249
 24,249
Total Subsidiaries’ Preferred Stock without sinking fund 1,075,105
 5,375,105
 1,075,105
 5,375,105
 
$203,185
 
$318,185
 450,000
 892,307
 450,000
 892,307
 
$219,402
 
$197,803

(a)In October 2015, Entergy Utility Holding Company, LLC issued 110,000 units of $1,000 liquidation value 7.5% Series A Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after January 1, 2036, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $2,575 thousand of preferred stock issuance costs.
(b)In November 2017, Entergy Utility Holding Company, LLC issued 15,000 units of $1,000 liquidation value 6.25% Series B Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2038, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $634 thousand of preferred stock issuance costs.
(c)In November 2018, Entergy Utility Holding Company, LLC issued 75,000 units of $1,000 liquidation value 6.75% Series C Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2039, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $1,638 thousand of preferred stock issuance costs.
(d)In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2017. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance

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(a)    Dollar amount outstanding is netHolding, Inc.’s option, at the fixed redemption price of $2,575 thousand of preferred stock issuance costs.
(b)$100 per share. Dollar amount outstanding is net of $751 thousand of preferred stock issuance costs.

In October 2015, Entergy Utility Holding Company, LLC issued 110,000 shares of $1,000 par value 7.5% Series Preferred Membership Interests, all of which are outstanding as of December 31, 2016. The dividends are cumulative and payable quarterly. These units are redeemable on or after January 1, 2036, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per share.

In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2016. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance Holding, Inc.’s option, at the fixed redemption price of $100 per share.
 
The number of shares and units authorized and outstanding and dollar value of preferred stock for Entergy Arkansas Entergy Mississippi, and Entergy New OrleansMississippi as of December 31, 20162018 and 20152017 are presented below.  All series of the Utility operating companies’ preferred stock are redeemable at the respective company’s option at the call prices presented.  

Dividends and distributions paid on all of Entergy’sEntergy Corporation’s subsidiaries’ preferred stock and membership interests series aremay be eligible for the dividends received deduction.  
  
Shares
Authorized
and Outstanding
   
Call Price per
Share as of
December 31,
  2018 2017 2018 2017 2018
Entergy Arkansas Preferred Stock     (Dollars in Thousands)  
Without sinking fund:          
Cumulative, $100 par value:          
4.32% Series (a) 
 70,000
 
$—
 
$7,000
 
$—
4.72% Series (a) 
 93,500
 
 9,350
 
$—
4.56% Series (a) 
 75,000
 
 7,500
 
$—
4.56% 1965 Series (a) 
 75,000
 
 7,500
 
$—
Total without sinking fund 
 313,500
 
$—
 
$31,350
  

(a)In November 2018, Entergy Arkansas redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s internal restructuring.
  
Shares
Authorized
and Outstanding
   
Call Price per
Share as of
December 31,
  2018 2017 2018 2017 2018
Entergy Mississippi Preferred Stock     (Dollars in Thousands)  
Without sinking fund:          
Cumulative, $100 par value:          
4.36% Series (b) 
 59,920
 
$—
 
$5,992
 
$—
4.56% Series (b) 
 43,887
 
 4,389
 
$—
4.92% Series (b) 
 100,000
 
 10,000
 
$—
Total without sinking fund 
 203,807
 
$—
 
$20,381
  

(b)In November 2018, Entergy Mississippi redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Mississippi’s internal restructuring.

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances.  These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote.  Prior to December 1, 2018, Entergy Arkansas’s and Entergy Mississippi’s respective articles of incorporation each provided, generally, that

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Shares
Authorized
and Outstanding
   
Call Price per
Share as of
December 31,
  2016 2015 2016 2015 2016
Entergy Arkansas Preferred Stock     (Dollars in Thousands)  
Without sinking fund:          
Cumulative, $100 par value:          
4.32% Series 70,000
 70,000
 
$7,000
 
$7,000
 
$103.65
4.72% Series 93,500
 93,500
 9,350
 9,350
 
$107.00
4.56% Series 75,000
 75,000
 7,500
 7,500
 
$102.83
4.56% 1965 Series 75,000
 75,000
 7,500
 7,500
 
$102.50
6.08% Series 
 100,000
 
 10,000
 
$—
Cumulative, $25 par value:          
6.45% Series 
 3,000,000
 
 75,000
 
$—
Total without sinking fund 313,500
 3,413,500
 
$31,350
 
$116,350
  
the holders of each such company’s preferred securities could elect a majority of the respective company’s board of directors if dividends were not paid for a year, until such time as the dividends in arrears were paid.  Therefore, Entergy Arkansas and Entergy Mississippi presented their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet.  In November 2018, each of Entergy Arkansas and Entergy Mississippi redeemed its outstanding preferred securities as part of a multi-step process to undertake an internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s and Entergy Mississippi’s internal restructuring.

  
Shares
Authorized
and Outstanding
   
Call Price per
Share as of
December 31,
  2016 2015 2016 2015 2016
Entergy Mississippi Preferred Stock     (Dollars in Thousands)  
Without sinking fund:          
Cumulative, $100 par value:          
4.36% Series 59,920
 59,920
 
$5,992
 
$5,992
 
$103.86
4.56% Series 43,887
 43,887
 4,389
 4,389
 
$107.00
4.92% Series 100,000
 100,000
 10,000
 10,000
 
$102.88
Cumulative, $25 par value          
6.25% Series 
 1,200,000
 
 30,000
 
$—
Total without sinking fund 203,807
 1,403,807
 
$20,381
 
$50,381
  

  
Shares
Authorized
and Outstanding
   
Call Price per
Share as of
December 31,
  2016 2015 2016 2015 2016
Entergy New Orleans Preferred Stock     (Dollars in Thousands)  
Without sinking fund:          
Cumulative, $100 par value:          
4.36% Series 60,000
 60,000
 
$6,000
 
$6,000
 
$104.58
4.75% Series 77,798
 77,798
 7,780
 7,780
 
$105.00
5.56% Series 60,000
 60,000
 6,000
 6,000
 
$102.59
Total without sinking fund 197,798
 197,798
 
$19,780
 
$19,780
  
The outstanding preferred securities of Entergy Arkansas and Entergy Mississippi, and Entergy Utility Holding Company (a Utility subsidiary) and Entergy Finance Holding (an Entergy Wholesale Commodities subsidiary), whose preferred holders also have protective rights, are similarly presented between liabilities and equity on Entergy’s consolidated balance sheets.  The preferred dividends or distributions paid by all subsidiaries are reflected for all periods presented outside of consolidated net income.



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

Common Stock

Common stock and treasury stock shares activity for Entergy for 2016, 2015,2018, 2017, and 20142016 is as follows:
2016 2015 20142018 2017 2016
Common
Shares
Issued
 

Treasury
Shares
 
Common
Shares
Issued
 
 
Treasury
Shares
 
Common
Shares
Issued
 
 
Treasury
Shares
Common
Shares
Issued
 

Treasury
Shares
 
Common
Shares
Issued
 
 
Treasury
Shares
 
Common
Shares
Issued
 
 
Treasury
Shares
Beginning Balance, January 1254,752,788
 76,363,763
 254,752,788
 75,512,079
 254,752,788
 76,381,936
254,752,788
 74,235,135
 254,752,788
 75,623,363
 254,752,788
 76,363,763
Repurchases
 
 
 1,468,984
 
 2,154,490
Issuances: 
  
  
  
  
  
 
  
  
  
  
  
Equity forwards settled6,834,221
 
 
 
 
 
Employee Stock-Based Compensation Plans
 (729,073) 
 (610,409) 
 (3,019,475)
 (1,683,174) 
 (1,377,363) 
 (729,073)
Directors’ Plan
 (11,327) 
 (6,891) 
 (4,872)
 (21,095) 
 (10,865) 
 (11,327)
Ending Balance, December 31254,752,788
 75,623,363
 254,752,788
 76,363,763
 254,752,788
 75,512,079
261,587,009
 72,530,866
 254,752,788
 74,235,135
 254,752,788
 75,623,363

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

In October 2010 the Board granted authority for a $500 million share repurchase program.  As of December 31, 2016,2018, $350 million of authority remains under the $500 million share repurchase program.

Dividends declared per common share were $3.58 in 2018, $3.50 in 2017, and $3.42 in 2016, $3.34 in 2015, and $3.32 in 2014.2016.

System Energy paid its parent, Entergy Corporation, distributions out of its common stock of $40$57 million in 20162018 and $70$21 million in 2015.

Retained Earnings and Dividend Restrictions

Provisions within the articles of incorporation relating to preferred stock of each of Entergy Arkansas, Entergy Mississippi and Entergy New Orleans could restrict the payment of cash dividends or other distributions on their common and preferred equity if such payment were to occur when, or result in, a ratio of common stock equity to total capitalization of 25% or less.  Entergy Corporation received dividend payments and distributions from subsidiaries totaling $165 million in 2016, $615 million in 2015, and $893 million in 2014.2017.


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Equity Forward Sale Agreements

In June 2018, Entergy marketed an equity offering of 15.3 million shares of common stock. In lieu of issuing equity at the time of the offering, Entergy entered into forward sale agreements with various investment banks. The equity forwards require Entergy to, at its election prior to June 7, 2019, either (i) physically settle the transactions by issuing the total of 15.3 million shares of its common stock to the investment banks in exchange for net proceeds at the then-applicable forward sale price specified by the agreements (initially $74.45 per share) or (ii) net settle the transactions in whole or in part through the delivery or receipt of cash or shares. The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other fixed amounts specified in the agreements.

On December 12, 2018, Entergy physically settled a portion of its obligations under the forward sale agreements by delivering 6,834,221 shares of common stock in exchange for cash proceeds of approximately $500 million. The forward sale price used to determine the cash proceeds received by Entergy was calculated based on the initial forward sale price of $74.45 per share as adjusted in accordance with the forward sale agreements. Entergy incurred approximately $728 thousand of common stock issuance costs with the settlement. Entergy used the net proceeds for general corporate purposes, which included repayment of commercial paper, outstanding loans under Entergy’s revolving credit facility, and other debt.

Entergy is required to settle its remaining obligations under the forward sale agreements with respect to the remaining 8,448,171 shares of common stock on a settlement date or dates on or prior to June 7, 2019.

Until settlement of the remaining equity forwards, earnings per share dilution resulting from the agreements, if any, will be determined under the treasury stock method. Share dilution occurs when the average market price of Entergy’s common stock is higher than the average forward sales price. If Entergy had elected to net share settle the remaining forward sale agreements as of December 31, 2018, Entergy would have been required to deliver 1.3 million shares.

Retained Earnings and Dividends

Entergy implemented ASU No. 2016-01 “Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” effective January 1, 2018. The ASU requires investments in equity securities, excluding those accounted for under the equity method or resulting in consolidation of the investee, to be measured at fair value with changes recognized in net income. Entergy implemented this standard using a modified retrospective method, and recorded an adjustment increasing retained earnings and reducing accumulated other comprehensive income by $633 million as of January 1, 2018 for the cumulative effect of the unrealized gains and losses on investments in equity securities held by the decommissioning trust funds that do not meet the criteria for regulatory accounting treatment. See Note 16 to the financial statements herein for further discussion of effects of the new standard.

Entergy implemented ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” effective January 1, 2018. The ASU requires entities to recognize the income tax consequences of intra-entity asset transfers, other than inventory, at the time the transfer occurs. Entergy implemented this standard using a modified retrospective method, and recorded an adjustment decreasing retained earnings by $56 million as of January 1, 2018 for the cumulative effect of recording deferred tax assets on previously-recognized intra-entity asset transfers.

Entergy adopted ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” in the first quarter 2018. The ASU allows a one-time reclassification from accumulated other comprehensive income to retained earnings for certain tax effects resulting from the Tax Cuts and Jobs Act that would otherwise be stranded in accumulated other comprehensive income. Entergy’s policy for releasing income tax effects from accumulated other comprehensive

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income for available-for-sale securities is to use the portfolio approach. Entergy elected to reclassify the $15.5 million of stranded tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act to retained earnings ($32 million decrease) or the regulatory liability for income taxes ($16.5 million increase). Entergy’s reclassification only includes the effect of the change in the federal corporate income tax rate on accumulated other comprehensive income.

Entergy Corporation received dividend payments and distributions from subsidiaries totaling $27 million in 2018, $201 million in 2017, and $165 million in 2016.

Comprehensive Income

Accumulated other comprehensive income (loss) is included in the equity section of the balance sheets of Entergy and Entergy Louisiana. The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the year ended December 31, 20162018 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)
Cash flow
hedges
net
unrealized
gain (loss)
 Pension
and
other
postretirement
liabilities
 
Net
unrealized
investment
gain (loss)
 Total
Accumulated
Other
Comprehensive
Income (Loss)
(In Thousands)(In Thousands)
                
Beginning balance, January 1, 2016
$105,970
 
($466,604) 
$367,557
 
$2,028
 
$8,951
Ending balance, December 31, 2017
($37,477) 
($531,099) 
$545,045
 
($23,531)
Implementation of accounting standards
 
 (632,617) (632,617)
Beginning balance, January 1, 2018
($37,477) 
($531,099) 
($87,572) 
($656,148)
       
Other comprehensive income (loss) before reclassifications87,740
 (26,997) 68,465
 (1,280) 127,928
(31,933) 26,702
 (46,574) (51,805)
Amounts reclassified from accumulated other comprehensive income (loss)(189,717) 24,155
 (6,288) 
 (171,850)54,031
 63,441
 17,803
 135,275
Net other comprehensive income (loss) for the period(101,977) (2,842) 62,177
 (1,280) (43,922)22,098
 90,143
 (28,771) 83,470
Ending balance, December 31, 2016
$3,993
 
($469,446) 
$429,734
 
$748
 
($34,971)
Reclassification pursuant to ASU 2018-02(7,756) (90,966) 114,227
 15,505
Ending balance, December 31, 2018
($23,135) 
($531,922) 
($2,116) 
($557,173)


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The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the year ended December 31, 20152017 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)
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)(In Thousands)
                  
Beginning balance, January 1, 2015
$98,118


($569,789)

$426,695


$2,669
 
($42,307)
Beginning balance, January 1, 2017
$3,993


($469,446)

$429,734


$748
 
($34,971)
Other comprehensive income (loss) before reclassifications(151,740) 71,054
 (34,186) (641) (115,513)28,602
 (104,029) 171,099
 (748) 94,924
Amounts reclassified from
accumulated other comprehensive income (loss)
159,592
 32,131
 (24,952) 
 166,771
(70,072) 42,376
 (55,788) 
 (83,484)
Net other comprehensive income (loss) for the period7,852
 103,185
 (59,138) (641) 51,258
(41,470) (61,653) 115,311
 (748) 11,440
Ending balance, December 31, 2015
$105,970
 
($466,604) 
$367,557
 
$2,028
 
$8,951
Ending balance, December 31, 2017
($37,477) 
($531,099) 
$545,045
 
$—
 
($23,531)

The following table presents changes in accumulated other comprehensive income (loss) for Entergy Louisiana for the year ended December 31, 2018:
Pension and Other
Postretirement Liabilities
(In Thousands)
Beginning balance, January 1, 2018
($46,400)
Other comprehensive income (loss) before reclassifications52,299
Amounts reclassified from accumulated other comprehensive income (loss)(2,003)
Net other comprehensive income (loss) for the period50,296
Reclassification pursuant to ASU 2018-02
($10,049)
Ending balance, December 31, 2018
($6,153)


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The following table presents changes in accumulated other comprehensive income (loss) for Entergy Louisiana for the year ended December 31, 2016:
Pension and Other
Postretirement Liabilities
(In Thousands)
Beginning balance, January 1, 2016
($56,412)
Other comprehensive income (loss) before reclassifications8,926
Amounts reclassified from accumulated other comprehensive income (loss)(956)
Net other comprehensive income (loss) for the period7,970
Ending balance, December 31, 2016
($48,442)

The following table presents changes in accumulated other comprehensive income (loss) for Entergy Louisiana for the year ended December 31, 2015:2017:

 Pension and Other
Postretirement Liabilities

 (In Thousands)



Beginning balance, January 1, 20152017 
($79,22348,442)
Other comprehensive income (loss) before reclassifications 21,1803,462
Amounts reclassified from accumulated other comprehensive income (loss) 1,631(1,420
)
Net other comprehensive income (loss) for the period 22,8112,042
Ending balance, December 31, 20152017 
($56,41246,400)


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Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the years ended December 31, 20162018 and 20152017 are as follows:
 Amounts reclassified from AOCI Income Statement Location Amounts reclassified from AOCI Income Statement Location
 2016 2015  2018 2017 
 (In Thousands)   (In Thousands)  
Cash flow hedges net unrealized gain (loss)          
Power contracts 
$293,268
 
($243,555) Competitive business operating revenues 
($68,067) 
$108,606
 Competitive business operating revenues
Interest rate swaps (1,395) (1,971) Miscellaneous - net (327) (803) Miscellaneous - net
Total realized gain (loss) on cash flow hedges 291,873
 (245,526)  (68,394) 107,803
 
 (102,156) 85,934
 Income taxes 14,363
 (37,731) Income taxes
Total realized gain (loss) on cash flow hedges (net of tax) 
$189,717
 
($159,592)  
($54,031) 
$70,072
 
   
    
 
Pension and other postretirement liabilities  
  
   
  
 
Amortization of prior-service costs 
$29,414
 
$23,920
 (a) 
$21,700
 
$26,251
 (a)
Acceleration of prior-service cost due to curtailment (1,045) (374) (a)
Amortization of loss (60,693) (70,296) (a) (99,186) (86,002) (a)
Settlement loss (2,007) (1,401) (a) (3,207) (7,544) (a)
Total amortization (34,331) (48,151)  (80,693) (67,295) 
 10,176
 16,020
 Income taxes 17,252
 24,919
 Income taxes
Total amortization (net of tax) 
($24,155) 
($32,131)  
($63,441) 
($42,376) 
   
    
 
Net unrealized investment gain (loss)   
    
 
Realized gain (loss) 
$12,329
 
$48,926
 Interest and investment income 
($28,170) 
$109,388
 Interest and investment income
 (6,041) (23,974) Income taxes 10,367
 (53,600) Income taxes
Total realized investment gain (loss) (net of tax) 
$6,288
 
$24,952
  
($17,803) 
$55,788
 
   
    
 
Total reclassifications for the period (net of tax) 
$171,850
 
($166,771)  
($135,275) 
$83,484
 
(a)These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other postretirement cost. See Note 11 to the financial statements for additional details.
    


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Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy Louisiana for the years ended December 31, 20162018 and 20152017 are as follows:
 Amounts reclassified from AOCI Income Statement Location Amounts reclassified from AOCI Income Statement Location
 2016 2015   2018 2017  
 (In Thousands)  (In Thousands) 
          
Pension and other postretirement liabilities          
Amortization of prior-service costs 
$7,786
 
$7,464
 (a) 
$7,735
 
$7,734
 (a)
Amortization of loss (6,281) (10,140) (a) (5,025) (5,327) (a)
Settlement loss 
 (14) (a)
Total amortization 1,505
 (2,690)  2,710
 2,407
 
 (549) 1,059
 Income taxes (707) (987) Income taxes
Total amortization (net of tax) 956
 (1,631)  2,003
 1,420
 
   
    
 
Total reclassifications for the period (net of tax) 
$956
 
($1,631)  
$2,003
 
$1,420
 
(a)These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other postretirement cost. See Note 11 to the financial statements for additional details.
    

NOTE 8.  COMMITMENTS AND CONTINGENCIES (Entergy Corporation, Entergy Arkansas, 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 with certainty the outcome of such proceedings, management does not believe that the ultimate resolution of these matters will have a material adverse effect on Entergy’s results of operations, cash flows, or financial condition.  Entergy discusses regulatory proceedings in Note 2 to the financial statements and discusses tax proceedings in Note 3 to the financial statements.

Vidalia Purchased Power Agreement

Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project.  Entergy Louisiana made payments under the contract of approximately $137.6 million in 2018, $122.9 million in 2017, and $158.7 million in 2016, $146 million in 2015, and $152.8 million in 2014.2016.  If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $129$130 million in 2017,2019, and a total of $1.81$1.57 billion for the years 20182020 through 2031.  Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause.

In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to 10 years, beginning in October 2002.  In October 2011 the LPSC approved a settlement under which Entergy Louisiana agreed to provide credits to customers by crediting billings an additional $20.235 million per year for 15 years beginning January 2012.  Entergy Louisiana recorded a regulatory charge and a corresponding regulatory liability to reflect this obligation.  

The settlement agreement allowed for an adjustment to the credits if, among other things, there was a change in the applicable federal or state income tax rate. As a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, and the lowering of the federal corporate income tax rate from 35% to 21%, the Vidalia purchased power regulatory liability was reduced by $30.5 million, with a corresponding increase to Other regulatory credits on the income statement. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

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ANO Damage, Outage, and NRC Reviews

In March 2013, during a scheduled refueling outage at ANO 1, a contractor-owned and operated heavy-lifting apparatus collapsed while moving the generator stator out of the turbine building.  The collapse resulted in the death of an ironworker and injuries to several other contract workers, caused ANO 2 to shut down, and damaged the ANO turbine building.  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.  Entergy Arkansas is pursuinghas pursued its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. During 2014, Entergy Arkansas collected $50 million in 2014 from Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants. Litigation remains pending.Entergy Arkansas also collected a total of $21 million in 2018 as a result of stator-related settlements.

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.

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 March 2015, after several NRC inspections and regulatory conferences, arising from the stator incident, the NRC issued a letter notifying Entergy of its decision to moveplaced ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix. Placement into Column 4 requires significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with flood barrier effectiveness and stator issues, an assessment of the effectiveness of the site’s corrective action program, an additional design basis inspection, a safety culture assessment, and possibly other inspection activities consistent with the NRC’s Inspection Procedure. Entergy Arkansas incurred incremental costs of approximately $53 million in 2015 to prepare for the NRC inspectioninspections that began in early 2016.2016 in order to address the issues required to move ANO back to “licensee response” or Column 1 of the NRC’s Reactor Oversight Process Action Matrix. Excluding remediation and response costs that may resultresulted from the additional NRC inspection activities, Entergy Arkansas also incurred approximately $44 million in 2016 and $7 million in 2017 in support of NRC inspection activities and to implement Entergy Arkansas’s performance improvement initiatives developed in 2015. A lesser amountIn June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of incremental expense is expected to be ongoing annually after 2016, until ANO transitions out of Column 4.the NRC’s Reactor Oversight Process Action Matrix.

The NRC completed the supplemental inspection required for ANO’s Column 4 designation in February 2016, and published its inspection report in June 2016. In its inspection report, the NRC concluded that the ANO site is being operated safely and that Entergy understands the depth and breadth of performance concerns associated with ANO’s performance decline. Also in June 2016, the NRC issued a confirmatory action letter to confirm the actionsJuly 2017, Entergy Arkansas has takenfiled for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and will continuerelated to takethe stator incident, including the $65.9 million of deferred fuel and purchased energy costs and costs related to improve performance at ANO. The NRC will verify the completion of those actions through quarterly follow-up inspections,incremental oversight previously noted, subject to certain timelines and conditions set forth in the results of which will determine when ANO should transition out of Column 4.settlement agreement.


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Pilgrim NRC Oversight and Planned Shutdown

In September 2015 the NRC placed Pilgrim in its “multiple/repetitive degraded cornerstone column” (Column 4)column,” or Column 4, of its Reactor Oversight Process Action Matrix due to its finding of continuing weaknesses in Pilgrim’s corrective action program that contributed to repeated unscheduled shutdowns and equipment failures. The preliminary estimateEntergy incurred costs of direct costsapproximately $59 million through 2018 in support of Pilgrim’s response to a plannedthe enhanced NRC enhanced inspection ranges from $45 million to $60 million, of which $28.6 million was incurred in 2016 in operation and maintenance expense. The estimate does not include potential capital expenditures, which will be charged directly to expense when incurred, or other costsinspection. In January 2019 the NRC found that Pilgrim had completed the corrective actions required to address issuesthe concerns that may ariseled to its placement in the inspection.Column 4 and had demonstrated sustained improvement.

Entergy determined in October 2015 that it would close Pilgrim no later than June 1, 2019 because of poor market conditions that led to reduced revenues, a poor market design that failed to properly compensate nuclear generators for the benefits they provide, and increased operational costs. The decision came after management’s extensive analysis of the economics and operating life of the plant following the NRC’s decision to place the plant in Column 4. Entergy determined in April 2016 that it intendsintended to refuel Pilgrim in 2017 and then cease operations May 31, 2019. Pilgrim currently has approximately 677 MW of Capacity Supply Obligations in ISO New England through May 2019.

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See Note 14 to the financial statements for discussion of the impairment of the Pilgrim plant and related long-lived assets.

Spent Nuclear Fuel Litigation

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors.  Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982.  The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Following the 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.

Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. Beginning in November 2003 these subsidiaries have pursued litigation to recover the damages caused by the DOE’s delay in performance. Following are details of final judgments recorded by Entergy in 2016 and 2018 related to Entergy’s nuclear owner licensee subsidiaries’ litigation with the DOE.

In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016. The effect of recording the Indian Point 3 proceeds was a reduction to plant, other operation and maintenance expense, and depreciation expense. The Indian

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Point 3 damages awarded included $45 million related to costs previously capitalized and $2 million related to costs previously recorded as other operation and maintenance expense. Of the $45 million, Entergy recorded $8 million as a reduction to previously-recorded depreciation expense. Entergy reduced its Indian Point 3 plant asset balance by the remaining $37 million. The effect of recording the FitzPatrick proceeds was a reduction to plant and other operation and maintenance expense. The FitzPatrick damages awarded included $32 million related to costs previously capitalized and $2 million related to costs previously recorded as other operation and maintenance expense. Of the $32 million, Entergy recorded $1 million as a reduction to previously-recorded depreciation expense, a $10 million reduction to bring its remaining FitzPatrick plant asset balance to zero, and the excess was recorded as a reduction to other operations and maintenance expense. See Note 14 to the financial statements for further discussion on the fair value analysis performed for FitzPatrick and the related impairment charge.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case. Entergy Louisiana received payment from the U.S. Treasury in August 2016. The effects of recording the final judgment in the third quarter 2016 were reductions to plant, nuclear fuel expense, other operation and maintenance expense, and depreciation expense. The River Bend damages awarded included $17 million related to costs previously capitalized, $23 million related to costs previously recorded as nuclear fuel expense, and $2 million related to costs previously recorded as other operation

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and maintenance expense. Of the $17 million, Entergy Louisiana recorded $3 million as a reduction to previously-recorded depreciation expense. Entergy Louisiana reduced its River Bend plant asset balance by the remaining $14 million. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana recorded a receivable for that amount, and subsequently received payment from the U.S. Treasury in January 2017. The River Bend damages awarded included $2 million related to costs previously recorded as nuclear fuel expense and $3 million related to costs previously recorded as other operation and maintenance expense. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.

In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulation agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016. The effect of recording the proceeds was a reduction to other operation and maintenance expense and depreciation expense. The damages awarded included $15 million related to costs previously capitalized and $4 million related to costs previously recorded as other operation and maintenance expense. Of the $15 million, Entergy recorded $2 million as a reduction to previously-recorded depreciation expense. The remaining $13 million would have been recorded as a reduction to Vermont Yankee’s plant asset balance, but was recorded as a reduction to other operation and maintenance expense because Vermont Yankee’s plant asset balance is fully impaired.

In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. System Energy received payment from the U.S. Treasury in August 2016. The effects of recording the judgment in the third quarter 2016 were reductions to plant, nuclear fuel expense, other operation and maintenance expense, and depreciation expense. The amounts of Grand Gulf damages awarded related to System Energy’s 90% ownership of Grand Gulf included $16 million related to costs previously capitalized, $19 million related to costs previously recorded as nuclear fuel expense, and $9 million related to costs previously recorded as other operation and maintenance expense. Of the $16 million, System Energy recorded $5 million as a reduction to previously-recorded depreciation expense. System Energy reduced its Grand Gulf plant asset balance by the remaining $11 million.

In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Entergy Arkansas received payment from the U.S. Treasury in October 2016. The effects of recording the judgment were reductions to plant, nuclear fuel expense, and other operation and maintenance expense. The ANO damages awarded included $6 million related to costs previously capitalized, $19 million related to costs previously recorded as nuclear fuel expense, $5 million related to costs previously recorded as other operation and maintenance expense, and $1 million related to costs previously recorded as taxes other than income taxes.

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In August 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $53 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. Entergy Louisiana received payment from the U.S. Treasury in November 2016. The effects of recording the judgment were reductions to plant, nuclear fuel expense, other operation and maintenance expense, and depreciation expense. The Waterford 3 damages awarded included $41 million related to costs previously capitalized, $10 million related to costs previously recorded as nuclear fuel expense, and $2 million related to costs previously recorded as other operation and maintenance expense. Of the $41 million, Entergy Louisiana recorded $3 million as a reduction to previously-recorded depreciation expense.

In September 2016 the U.S. Court of Federal Claims issued a judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades recorded a receivable for that amount, and subsequently received payment from the U.S. Treasury in January 2017. The effects of recording the judgment were reductions to plant and other operation and maintenance expenses. The Palisades damages awarded included $11 million related to costs previously capitalized and $3 million related to costs previously recorded as other operation and maintenance expense. Of the $11 million, Entergy recorded $1 million as a reduction to previously-recorded depreciation expense.

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Entergy reduced its Palisades plant asset balance by the remaining $10 million. The Court previously issued a partial judgment in the case in the amount of $21 million, which was paid by the U.S. Treasury in October 2015.

In October 2016 the U.S. Court of Federal Claims issued a judgment in the second round Entergy Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 recorded a receivable for that amount, and subsequently received payment from the U.S. Treasury in January 2017. The effects of recording the judgment were reductions to plant and other operation and maintenance expenses. The Indian Point 2 damages awarded included $14 million related to costs previously capitalized, $15 million related to costs previously recorded as other operation and maintenance expense, $3 million related to previously recorded decommissioning expense, and $2 million related to costs previously recorded as taxes other than income taxes. Of the $14 million, Entergy recorded $3 million as a reduction to previously-recorded depreciation expense. Entergy reduced its Indian Point 2 plant asset balance by the remaining $11 million.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018. The effect of recording the proceeds was a reduction to plant and other operation and maintenance expenses. The Pilgrim damages awarded included $60 million related to costs previously capitalized and $2 million related to costs previously recorded as other operation and maintenance expense. Of the $60 million, Entergy recorded $4 million as a reduction to previously-recorded depreciation expense, a $10 million reduction to bring its remaining Pilgrim plant asset balance to zero, and the excess $46 million as a reduction to other operation and maintenance expense because Pilgrim’s plant asset balance is fully impaired.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Nuclear Insurance

Third Party Liability Insurance

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

1.The primary level is private insurance underwritten by American Nuclear Insurers (ANI) and provides public liability insurance coverage of $450 million for each operating reactor (prior to January 1, 2017, the primary level of insurance was $375 million).  If this amount is not sufficient to cover claims arising from an accident, the second level, Secondary Financial Protection, applies. In 2016 the NRC approved Vermont Yankee’s exemption request to lower their limits from $375 million to $100 million effective April 15, 2016.
2.Within the Secondary Financial Protection level, each nuclear reactor has a contingent obligation to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, regardless of proximity to the incident or fault, up to a maximum of approximately $127.3$137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.273$1.238 billion).  This retrospective premium is payable at a rate currently set at approximately $19$21 million per year per incident per nuclear power reactor.

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3.In the event that one or more acts of terrorism cause a nuclear power plant accident, which results in third-party damages – off-site property and environmental damage, off-site bodily injury, and on-site third-party bodily injury (i.e. contractors), the primary level provided by ANI combined with the Secondary Financial Protection would provide approximately $13$14 billion in coverage.  The Terrorism Risk Insurance Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. Under current law, the Terrorism Risk Insurance Act extends through 2020.

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Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. Under current law, the Terrorism Risk Insurance Act extends through 2020.

Currently, 10299 nuclear reactors are participating in the Secondary Financial Protection program.  Effective April 15, 2016 the NRC granted Vermont Yankee’s exemption request and it was allowed to withdraw from participation in this layer of financial protection. The Secondary Financial Protection program provides approximately $13$14 billion in secondary layer insurance coverage to compensate the public in the event of a nuclear power reactor accident.  The Price-Anderson Act provides that all potential liability for a nuclear accident is limited to the amounts of insurance coverage available under the primary and secondary layers.

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

Property Insurance

Entergy’s nuclear owner/licensee subsidiaries are members of NEIL, a mutual insurance company that provides property damage coverage, including decontamination and premature decommissioning expense,reactor stabilization, to the members’ nuclear generating plants.  The property damage insurance limits procured by Entergy for its Utility plants and Entergy Wholesale Commodity plants are in compliance with the financial protection requirements of the NRC.

As of December 31, 2016, theThe Utility plantsplants’ (ANO 1 and 2, Grand Gulf, River Bend, and Waterford 3) had property damage insurance limits as follows:are $1.5 billion per occurrence at each plant with an additional $100 million per occurrence that is shared among the plants. Property damage from flood, earthquake and volcanic eruption is excluded from the first $500 million in coverage for all Utility plants. Property damage from flood is excluded from the first $500 million in coverage at ANO 1 and 2 and Grand Gulf. Property damage from earthquakeflood for Waterford 3 and volcanic eruption is excluded from the first $500 million in coverage for River Bend and Waterford 3.includes a deductible of $10 million plus an additional 10% of the amount of the loss in excess of $10 million, up to a maximum deductible of $50 million. Property damage from wind for all of the Utility nuclear plants includes a deductible of $10 million plus an additional 10% of the amount of the loss in excess of $10 million, up to a total maximum deductible of $50 million.

As of December 31, 2016, theThe Entergy Wholesale Commodities’ plants (FitzPatrick, Pilgrim,(Pilgrim, Palisades, Indian Point 2, Indian Point 3, Vermont Yankee, and Big Rock Point) hadhave property damage insurance limits as follows: Vermont Yankee - $50 million per occurrence; Big Rock Point - $500 million per occurrence; FitzPatrick, Pilgrim and Palisades - $1.115 billion per occurrence (FitzPatrick and Pilgrim’s coverage for non-nuclear, non-radiological property damage is limited to $500 million per occurrence);occurrence; and Indian Point - $1.5$1.6 billion per occurrence (Indianoccurrence. For losses that are considered non-nuclear in nature, the property damage insurance limit at Pilgrim, Palisades, and Indian Point hasis $500 million and at Vermont Yankee is $50 million. Property damage from wind and flood at Indian Point includes a deductible of $10 million plus an additional coverage10% of $100the amount of the loss in excess of $10 million, per occurrence, which brings its total insuranceup to $1.6 billion).a maximum deductible of $50 million, but property damage from earthquake and volcanic eruption at Indian Point is excluded from the first $500 million. Property damage from wind at Pilgrim includes a deductible of $10 million plus an additional 10% of the amount of the loss in excess of $10 million, up to a maximum deductible of $50 million, but property damage from flood, earthquake, and volcanic eruption at Pilgrim is excluded from the first $500 million in coverage for FitzPatrick and Pilgrim.million. Property damage from wind, flood, earthquake, and volcanic eruption is excludedat Vermont Yankee, Palisades, and Big Rock Point includes a deductible of $10 million plus an additional 10% of the amount of the loss in excess of $10 million, up to a maximum deductible of $50 million.

The value of the insured property at the time of an accident at Pilgrim, Palisades, and Vermont Yankee has been changed from the first $500 million in coverage for Indian Point.replacement cost to actual cash value.

In addition, Waterford 3 and Grand Gulf and the Entergy Wholesale Commodities plants, with the exception of Vermont Yankee, are also covered under NEIL’s Accidental Outage Coverage program.  Due to Entergy’s gradual exit from the merchant/wholesale power business, Entergy no longer purchases

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Accidental Outage Coverage for its non-regulated, non-generation assets. Accidental outage coverage provides indemnification for the actual cost incurred in the event of an unplanned outage resulting from property damage covered under the NEIL Primary Property Insurance policy, subject to a deductible period.  The indemnification for the actual cost incurred is based on market power prices at the time of the loss. For non-nuclear events, the maximum indemnity, under this policy, is limited to $327.6 million per occurrence. After the deductible period has passed, weekly indemnities for an unplanned outage, covered under NEIL’s Accidental Outage Coverage program, would be paid according to the amounts listed below:

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100% of the weekly indemnity for each week for the first payment period of 52 weeks; then
80% of the weekly indemnity for each week for the second payment period of 52 weeks; and thereafter
80% of the weekly indemnity for an additional 58 weeks for the third and final payment period.
    
Under the property damage and accidental outage insurance programs, all NEIL insured plants could be subject to assessments should losses exceed the accumulated funds available from NEIL.  Effective April 1, 2016,2018, the maximum amounts of such possible assessments per occurrence were as follows:
 Assessments
 (In Millions)
Utility: 
Entergy Arkansas$53.642.3
Entergy Louisiana$56.152.3
Entergy Mississippi$0.100.12
Entergy New Orleans$0.100.12
Entergy TexasN/A
System Energy$25.322.7
  
Entergy Wholesale Commodities$—

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

NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations.  Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

In the event that one or more acts of terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate ofnot exceeding $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses.  

ConventionalNon-Nuclear Property Insurance

Entergy’s conventionalnon-nuclear property insurance program provides coverage on a system-wide basis for Entergy’s non-nuclear assets. The insurance program provides coverage for property damage up to $400 million for all perils on a per occurrence “each and every loss” basis in excess of a $20 million self-insured retention withexcept for property damage caused by the exception of the following perils:following: earthquake shock, flood, and Named Windstorm (includingnamed windstorm, including associated storm surge).surge. For the perils of earthquake shock and flood, the insurance program provides coverage up to $400 million on an annual aggregate basis in excess of a $40 million self-insured retention,retention. For named windstorm and for the peril of a Named Windstorm (including associated storm surge),surge, the insurance program provides coverage up to $125 million on an annual aggregate basis in excess of a $40 million self-insured retention.  The coverage provided by the insurance

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program for the Entergy New Orleans gas distribution system is limited to $50 million per occurrence and is subject to the same annual aggregate limits and retentions listed above for the perils of earthquake shock, flood, and Named Windstorm (includingnamed windstorm, including associated storm surge).surge.

Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties.  Excluded property generally includes transmission and distribution lines, poles, and towers fortowers. For substations valued at $5 million or less, coverage for named windstorm and associated storm surge is excluded.  This coverage is in place for Entergy Corporation, the Registrant Subsidiaries, and certain other Entergy subsidiaries,

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including the owners of the nuclear power plants in the Entergy Wholesale Commodities segment.  Entergy also purchases $300 million in terrorism insurance coverage for its conventional property.  The Terrorism Risk Insurance Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. As discussed above, the Terrorism Risk Insurance Reauthorization Act of 2007 expired on December 31, 2014. However, The Terrorism Risk Insurance Reauthorization Act of 2015 was signed intoUnder current law, by the President of the United States on January 12, 2015 thereby extending the Terrorism Risk Insurance Act for six years until December 31,extends through 2020.

In addition to the conventional property insurance program, Entergy has purchased additional coverage ($20 million per occurrence) for some of its non-regulated, non-generation assets.  This policy serves to buy-down the $20 million deductible and is placed on a scheduled location basis.  The applicable deductibles are generally $100,000 to $250,000 for the locations scheduled in the policy, with the following exceptions: 1) locations where damage is caused by a Named Windstorm (including associated storm surge) and locations with values in excess of $20 million are subject to a $500,000 deductible; and 2) three scheduled locations at two nuclear sites are subject to a $2.5 million deductible, which coincides with the nuclear property insurance deductible at each of the respective nuclear sites.

Gas System Rebuild Insurance Proceeds (Entergy New Orleans)

Entergy New Orleans received insurance proceeds in 2007 for future construction expenditures associated with rebuilding its gas system, and the October 2006 City Council resolution approving the settlement of Entergy New Orleans’s rate and storm-cost recovery filings requires Entergy New Orleans to record those proceeds in a designated sub-account of other deferred credits until the proceeds are spent on the rebuild project.  This other deferred credit is shown as “Gas system rebuild insurance proceeds” on Entergy New Orleans’s balance sheet.

Employment and Labor-related Proceedings

The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees, recognized bargaining representatives, and certain third parties not selected for open positions or providing services directly or indirectly to one or more of the Registrant Subsidiaries and other Entergy subsidiaries.parties.  Generally, the amount of damages being sought is not specified in these proceedings.  These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender, age, and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board or concerning the National Labor Relations Act; claims of retaliation; claims of harassment and hostile work environment; and claims for or regarding benefits under various Entergy Corporation-sponsored plans. Entergy and the Registrant Subsidiaries are responding to these lawsuits and proceedings and deny liability to the claimants.  Management believes that loss exposure has been and will continue to be handled so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position, results of operation, or cash flows of Entergy or the Utility operating companies.

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

Numerous lawsuits have been filed in federal and state courts, primarily by contractor employees who worked in the 1940-1980s timeframe, primarily against Entergy Texas, and to a lesser extent the other Utility operating companies, as premises owners of power plants, for damages caused by alleged exposure to asbestos.  Many other defendants are named in these lawsuits as well.  Currently, there are approximately 80200 lawsuits involving approximately 600400 claimants.  Management believes that adequate provisions have been established to cover any exposure.  Additionally, negotiations continue with insurers to recover reimbursements.  Management believes that loss exposure has been and will continue to be handled so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position, results of operation, or cash flows of the Utility operating companies.


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Grand Gulf - Related Agreements

Capital Funds Agreement (Entergy Corporation and System Energy)

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


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

System Energy has agreed to sell all of its share of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance with specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14%, Entergy Mississippi-33%, and Entergy New Orleans-17%) as ordered by the FERC.  Charges under this agreement are paid in consideration for the purchasing companies’ respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered.  The agreement will remain in effect until terminated by the parties and the termination is approved by the FERC, most likely upon Grand Gulf’s retirement from service.  In December 2016 the NRC granted the extension of Grand Gulf’s operating license to 2044. Monthly obligations are based on actual capacity and energy costs.  The average monthly payments for 20162018 under the agreement are approximately $16.7$14.1 million for Entergy Arkansas, $6.7$5.6 million for Entergy Louisiana, $14.3$12.2 million for Entergy Mississippi, and $8.1$6.9 million for Entergy New Orleans. See Note 2 to the financial statements for discussion of the complaintcomplaints filed with the FERC against System Energy seeking a reduction in the return on equity component of the Unit Power Sales Agreement.

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

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

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

System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas’s

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



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

Accounting standards require companies to record liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of the assets.  For Entergy, substantially all of its asset retirement obligations consist of its liability for decommissioning its nuclear power plants.  In addition, an insignificant amount of removal costs associated with non-nuclear power plants is also included in the decommissioning and asset retirement costs line item on the balance sheets.
 
These liabilities are recorded at their fair values (which are the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset.  The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation.  The accretion will continue through the completion of the asset retirement activity.  The amounts added to the carrying amounts of the long-lived assets will be depreciated over the useful lives of the assets.  The application of accounting standards related to asset retirement obligations is earnings neutral to the rate-regulated business of the Registrant Subsidiaries.

In accordance with ratemaking treatment and as required by regulatory accounting standards, the depreciation provisions for the Registrant Subsidiaries include a component for removal costs that are not asset retirement obligations under accounting standards.  In accordance with regulatory accounting principles, the Registrant Subsidiaries have recorded regulatory assets (liabilities) in the following amounts to reflect their estimates of the difference between estimated incurred removal costs and estimated removal costs recovered in rates:
December 31,December 31,
2016 20152018 2017
(In Millions)(In Millions)
Entergy Arkansas$128.5 $85.7$138.3 $176.9
Entergy Louisiana($53.9) ($68.3)($18.8) ($32.4)
Entergy Mississippi$82.0 $77.5$63.5 $91.6
Entergy New Orleans$40.1 $29.4$49.3 $44.8
Entergy Texas$33.5 $25.8$50.9 $55.2
System Energy$69.7 $54.8$76.4 $67.9


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The cumulative decommissioning and retirement cost liabilities and expenses recorded in 20162018 and 20152017 by Entergy were as follows:
Liabilities as
of December 31,
2015
 Liabilities Incurred 
 
 
Accretion
 
Change in
Cash Flow
Estimate
 
 
 
Spending
 Liabilities as of December 31, 2016 (a)Liabilities as
of December 31,
2017
 
 
 
Accretion
 Change in
Cash Flow
Estimate
 
 
 
Spending
 Liabilities as
of December 31,
2018
 
(In Millions)(In Millions) 
Utility:                     
Entergy Arkansas
$872.3
 
$—
 
$53.6
 
$—
 
($1.5) 
$924.4

$981.2
 
$60.4
 
$8.9
 
($2.1) 
$1,048.4
 
Entergy Louisiana
$1,027.9
 
$—
 
$54.8
 
$—
 
$—
 
$1,082.7
1,140.5
 63.2
 85.4
 (8.8) 1,280.3
 
Entergy Mississippi
$8.3
 
$—
 
$0.4
 
$—
 
$—
 
$8.7
9.2
 0.5
 0.5
 (1.0) 9.2
 
Entergy New Orleans
$2.7
 
$—
 
$0.2
 
$—
 
$—
 
$2.9
3.1
 0.2
 
 
 3.3
 
Entergy Texas
$6.1
 
$—
 
$0.4
 
$—
 
$—
 
$6.5
6.8
 0.4
 
 
 7.2
 
System Energy
$803.4
 
$—
 
$50.8
 
$—
 
$—
 
$854.2
861.7
 34.3
 
 
 896.0
 
Total3,002.5
 159.0
 94.8
 (11.9) 3,244.4
 
          
Entergy Wholesale Commodities:

 

 

 

 

 

Entergy Wholesale Commodities:        
Big Rock Point
$28.0
 
$—
 
$2.2
 
$10.1
 
($2.4) 
$37.9
38.9
 3.2
 
 (2.4) 39.7
 
FitzPatrick
$—
 
$696.2
(b)
$18.1
 
$—
 
$—
 
$714.3
Indian Point 1
$197.9
 
$—
 
$17.1
 
($0.3) 
($7.1) 
$207.6
217.6
 18.6
 
 (8.3) 227.9
 
Indian Point 2
$390.1
 
$—
 
$33.0
 
$230.0
 
$—
 
$653.1
708.7
 60.6
 
 (1.3) 768.0
 
Indian Point 3
$—
 
$466.3
(b)
$12.1
 
$162.7
 
$—
 
$641.1
694.5
 58.0
 
 (1.9) 750.6
 
Palisades
$342.0
 
$—
 
$29.5
 
$128.8
 
$—
 
$500.3
470.4
 39.6
 
 (2.0) 508.0
 
Pilgrim
$551.2
 
$—
 
$48.4
 
$3.2
 
($0.5) 
$602.3
651.4
 58.6
 117.5
 (11.0) 816.5
 
Vermont Yankee
$560.0
 
$—
 
$39.3
 
$—
 
($128.8) 
$470.5
401.5
 25.9
 293.0
 (152.5) 567.9
(b)
Other (c)
$0.3
 
$—
 
$—
 
$—
 
$—
 
$0.3
Other (a)0.3
 
 0.1
 
 0.4
 
Total3,183.3
 264.5
 410.6
 (179.4) 3,679.0
 
          
Entergy Total
$6,185.8
 
$423.5
 
$505.4
 
($191.3) 
$6,923.4
 

 
Liabilities as
of December 31,
2014
 Liabilities Incurred 
 
 
Accretion
 
Change in
Cash Flow
Estimate
 
 
 
Spending
 
Liabilities as of December 31,
2015
 (In Millions)
Utility:           
Entergy Arkansas
$818.4
 
$3.5
(c)
$50.4
 
$—
 
$—
 
$872.3
Entergy Louisiana
$950.3
 
$1.9
(c)
$51.0
 
$24.7
 
$—
 
$1,027.9
Entergy Mississippi
$6.8
 
$1.1
(c)
$0.4
 
$—
 
$—
 
$8.3
Entergy New Orleans
$2.5
 
$—
 
$0.2
 
$—
 
$—
 
$2.7
Entergy Texas
$4.6
 
$1.4
(c)
$0.3
 
($0.2) 
$—
 
$6.1
System Energy
$757.9
 
$—
 
$48.0
 
($2.5) 
$—
 
$803.4
Entergy Wholesale Commodities:

 

 

 

 

 

Big Rock Point
$27.8
 
$—
 
$2.2
 
$—
 
($2.0) 
$28.0
Indian Point 1
$188.9
 
$—
 
$16.3
 
$—
 
($7.3) 
$197.9
Indian Point 2
$359.7
 
$—
 
$30.4
 
$—
 
$—
 
$390.1
Palisades
$352.0
 
$—
 
$25.2
 
($35.2) 
$—
 
$342.0
Pilgrim
$383.1
 
$—
 
$33.3
 
$134.8
 
$—
 
$551.2
Vermont Yankee
$606.3
 
$—
 
$46.1
 
$—
 
($92.4) 
$560.0
Other (c)
$—
 
$—
 
$0.3
 
$—
 
$—
 
$0.3


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Liabilities as
of December 31,
2016
 
 
 
Accretion
 
Change in
Cash Flow
Estimate
 
 
 
Spending
 Dispositions 
Liabilities as
of December 31,
2017
 (In Millions)
Utility:           
Entergy Arkansas
$924.4
 
$56.8
 
$—
 
$—
 
$—
 
$981.2
Entergy Louisiana1,082.7
 57.8
 
 
 
 1,140.5
Entergy Mississippi8.7
 0.5
 
 
 
 9.2
Entergy New Orleans2.9
 0.2
 
 
 
 3.1
Entergy Texas6.5
 0.3
 
 
 
 6.8
System Energy854.2
 43.4
 (35.9) 
 
 861.7
Total2,879.4
 159.0
 (35.9) 
 
 3,002.5
            
Entergy Wholesale Commodities:         
Big Rock Point37.9
 3.1
 
 (2.1) 
 38.9
FitzPatrick714.3
(c)13.9
 
 (0.9) (727.3)(d)
Indian Point 1207.6
 17.7
 
 (7.7) 
 217.6
Indian Point 2653.1
 55.8
 
 (0.2) 
 708.7
Indian Point 3641.1
 53.5
 
 (0.1) 
 694.5
Palisades500.3
 41.3
 (68.7) (2.5) 
 470.4
Pilgrim602.3
 52.8
 
 (3.7) 
 651.4
Vermont Yankee470.5
 34.4
 
 (103.4) 
 401.5
Other (a)0.3
 
 
 
 
 0.3
Total3,827.4
 272.5
 (68.7) (120.6) (727.3) 3,183.3
            
Entergy Total
$6,706.8
 
$431.5
 
($104.6) 
($120.6) 
($727.3) 
$6,185.8

(a)Entergy Wholesale Commodities includes $714.3 million of asset retirement obligation for FitzPatrick which is classified as held for sale within other non-current liabilities on the consolidated balance sheet. See Note 14 to the financial statements for discussion of the agreement to sell the FitzPatrick plant to Exelon.
(b)
See “Entergy Wholesale Commodities” in “Nuclear Plant Decommissioning” below for additional discussion regarding the decommissioning agreements with NYPA and the associated asset retirement obligations.
(c)
See “Coal Combustion Residuals” below for additional discussion regarding the asset retirement obligations related to coal combustion residuals management.
(b)The Vermont Yankee asset retirement obligation was classified as held for sale within other non-current liabilities on the consolidated balance sheet as of December 31, 2018. See Note 14 to the financial statements for discussion of the sale of the Vermont Yankee plant to NorthStar in January 2019.
(c)The FitzPatrick asset retirement obligation was classified as held for sale within other non-current liabilities on the consolidated balance sheet as of December 31, 2016. See Note 14 to the financial statements for discussion of the sale of the FitzPatrick plant to Exelon in March 2017.
(d)See Note 14 to the financial statements for discussion of the sale of the FitzPatrick plant to Exelon in March 2017.

Nuclear Plant Decommissioning

Entergy periodically reviews and updates estimated decommissioning costs.  The actual decommissioning costs may vary from the estimates because of the timing of plant decommissioning, regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.  As described below, during 20162018, 2017, and 2015,2016, Entergy updated decommissioning cost estimates for certain nuclear power plants.


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Utility

In the fourthsecond quarter 2015, Entergy Louisiana2017, System Energy recorded a revision to its estimated decommissioning cost liability for Waterford 3Grand Gulf as a result of a revised decommissioning cost study. The revised estimate resulted in a $24.9$35.9 million reduction in its decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

In the first quarter 2018, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability for River Bend as a result of a revised decommissioning cost study. The revised estimate resulted in an $85.4 million increase in its decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

In the fourth quarter 2015, System Energy recorded a revision to its estimated decommissioning cost liability for Grand Gulf as a result of a revised decommissioning cost study.  The revised estimate resulted in a $2.5 million reduction in its decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

Entergy Wholesale Commodities

In August 2013 the Board approved a plan to close and decommission Vermont Yankee at the end of 2014. As a result of the settlement agreement entered into by Entergy and the state of Vermont, Entergy reassessed its assumptions regarding the timing of cash flows. Entergy Vermont Yankee provided to the Vermont parties, in 2014, a site assessment study of the costs and tasks of radiological decommissioning, spent nuclear fuel management, and site restoration for Vermont Yankee.  Entergy Vermont Yankee filed its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC in December 2014.  As part of the development of the site assessment study and PSDAR, Entergy obtained a revised decommissioning cost study in the third quarter 2014. The revised estimate, along with reassessment of the assumptions regarding the timing of decommissioning cash flows, resulted in a $101.6 million increase in the decommissioning cost liability and a corresponding impairment charge, recorded in September 2014.

Vermont Yankee submitted notification of permanent cessation of operations and permanent removal of fuel from the reactor in January 2015 after final shutdown in December 2014. Vermont Yankee’s future certifications to satisfy the NRC’s financial assurance requirements will now be based on the site specific cost estimate, including the estimated cost of managing spent fuel, rather than the NRC minimum formula for estimating decommissioning costs. Filings with the NRC for planned shutdown activities will determine whether any other financial assurance may be required and will specifically address funding for spent fuel management, which will be required until the federal government takes possession of the fuel and removes it from the site, per its current obligation.

Entergy expects that amounts available in Vermont Yankee’s decommissioning trust fund, including expected earnings, together with the credit facilities entered into in January 2015 that are expected to be repaid with recoveries from DOE litigation related to spent fuel storage, will be sufficient to cover Vermont Yankee’s expected costs of decommissioning, spent fuel management costs, and site restoration.  In June 2015 the NRC staff issued an exemption

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from its regulations to allow Vermont Yankee to use its decommissioning trust fund to pay for approximately $225 million of estimated future spent fuel management costs that will not be paid for using funds from the credit facilities.  In August 2015, Vermont and two Vermont utilities filed a petition in the U.S. Court of Appeals for the D.C. Circuit challenging the NRC’s issuance of that exemption.  In February 2016 the court dismissed the petition as premature because Vermont and the utilities had requested the NRC to reconsider a number of issues related to Vermont Yankee's use of the decommissioning trust fund including its use to pay for spent fuel management expenses pursuant to the exemption granted in June 2015. In October 2016 the NRC denied Vermont's and the utilities' request for a hearing and other relief but directed the NRC staff to conduct an assessment of any environmental impacts associated with the exemption.

In the second quarter 2015, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Palisades as a result of a revised decommissioning cost study. The revised estimate resulted in a $77.6 million reduction in the decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset.

In the fourth quarter 2015, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Palisades as a result of a revised decommissioning cost study. The revised estimate resulted in a $42.4 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows. The asset retirement cost asset was included in the Palisades carrying value that was written down to fair value in the fourth quarter 2015.

In the fourth quarter 2016, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Palisades as a result of a revised decommissioning cost study. The revised estimate resulted in a $129 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations of the plant on October 1, 2018, subject to regulatory approval. The asset retirement cost asset was included in the Palisades carrying value that was written down to fair value in the fourth quarter 2016. See Note 14 to the financial statements for discussion of the impairment of the value and planned shutdown of the Palisades plant.

In the third quarter 2015, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Pilgrim as a result of a revised decommissioning cost study. The revised estimate resulted in a $134 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations of the plant no later than June 2019. The asset retirement cost asset was included in the Pilgrim carrying value that was written down to fair value in the third quarter 2015. See Note 14 to the financial statements for discussion of the impairment of the value and planned shutdown of the Pilgrim plant.

For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities.  NYPA and Entergy subsidiaries executed decommissioning agreements, which specified their decommissioning obligations.  NYPA had the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigned the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  Under the original agreements, if the decommissioning liabilities were retained by NYPA, the Entergy subsidiaries would perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trust funds. At the time of the acquisition of the plants Entergy recorded a contract asset that represented an estimate of the present value of the difference between the stipulated contract amount for decommissioning the plants less the decommissioning costs estimated in independent decommissioning cost studies. The asset was increased by monthly accretion based on the applicable discount rate necessary to ultimately provide for the estimated future value of the decommissioning contract.  The monthly accretion was recorded as interest income.

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In the third quarter 2015, Entergy Wholesale Commodities recorded a revision to the contract asset for the FitzPatrick plant. Due to a change in expectation regarding the timing of decommissioning cash flows, the result was a write down of the contract asset from $335 million to $131 million, for a charge of $204 million.

In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy. As a result of the agreement with NYPA, in the third quarter 2016 Entergy removed the contract asset from its balance sheet, and recorded receivables for the beneficial interests in the decommissioning trust funds and asset retirement obligations for the decommissioning liabilities. The transaction was contingent upon receiving approval from the NRC, which was received in January 2017.  The decommissioning trust funds for the Indian Point 3 and FitzPatrick plants were transferred to Entergy by NYPA in January 2017.

In the fourth quarter 2016, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liabilities for Indian Point 1, Indian Point 2, and Indian Point 3 as a result of revised decommissioning cost studies. The revised estimates resulted in a $392 million increase in the decommissioning cost liabilities, along with a corresponding increase in the related asset retirement cost assets. The increase in the estimated decommissioning cost liabilities resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations of the Indian Point 2 plant no later than April 2020 and the Indian Point 3 plant no later than April 2021. The asset retirement cost assets were included in the carrying value that was written down to fair value in the fourth quarter 2016. See Note 14 to the financial statements for discussion of the impairment of the value and planned shutdown of Indian Point Energy Center.

Palisades

In the fourth quarter 2016, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Palisades as a result of a revised decommissioning cost study. The revised estimate resulted in a $129 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations of the plant on October 1, 2018, subject to regulatory approval. The asset retirement cost asset was included in the Palisades carrying value that was written down to fair value in the fourth quarter 2016. See Note 14 to the financial statements for discussion of the impairment of the value and planned shutdown of the Palisades plant.

In the third quarter 2017, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Palisades. The revised estimate resulted in a $68.7 million reduction in its decommissioning cost liability, along with a corresponding reduction in the plant asset. The reduction in its estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to continue to operate the plant until May 31, 2022.

Pilgrim

The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle. Entergy Nuclear Generation Company filed its Post-Shutdown Decommissioning Activities Report (PSDAR) with the NRC in the fourth quarter 2018 for the Pilgrim plant. As part of the development of the PSDAR, Entergy obtained a revised decommissioning cost study in the third quarter 2018. The revised estimate resulted in a $117.5 million increase in the decommissioning cost liability and a corresponding impairment charge.


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Vermont Yankee

In the fourth quarter 2018, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Vermont Yankee. The revised estimate resulted in a $293 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The revision was prompted by the progress of the Vermont Yankee sales transaction, which is described in Note 14 to the financial statements. Entergy accordingly evaluated the Vermont Yankee asset retirement obligation in light of the terms of the sale transaction, upon determining that Vermont Yankee was in held for sale status. Based on the terms of the sales agreement, which include Entergy receiving a note receivable from the purchaser, Entergy determined that $165 million of the asset retirement cost was impaired, and it was accordingly written down in the fourth quarter 2018.

NRC Filings for Planned Shutdown Activities

As the Entergy Wholesale Commodities nuclear plants individually transition toapproach and begin decommissioning, the Entergy Wholesale Commodities plant owners will submit filings with the NRC for planned shutdown activities. These filings with the NRC will determine whether any other financial assurance may be required. The plants’ owners are required to provide the NRC with a biennial report (annually for units that have shut down or will shut down within five years), based on values as of December 31, addressing the owners’ ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, the Entergy Wholesale Commodities plant owners may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met.

Decommissioning Trust Funds and Regulatory Assets

Entergy maintains decommissioning trust funds that are committed to meeting its obligations for the costs of decommissioning the nuclear power plants.  The fair values of the decommissioning trust funds and the related asset retirement obligation regulatory assets (liabilities) of Entergy as of December 31, 20162018 and 20152017 are as follows:

 2016 2015
 Decommissioning Trust Fair Values Regulatory Asset (Liability) Decommissioning
Trust Fair Values
 Regulatory
Asset (Liability)
 (In Millions) (In Millions)
Utility:       
ANO 1 and ANO 2
$834.7
 $316.3 
$771.3
 
$280.3
River Bend
$712.8
 ($28.4) 
$651.7
 
($26.8)
Waterford 3
$427.9
 $172.8 
$390.6
 
$158.5
Grand Gulf
$780.5
 $142.5 
$701.5
 
$108.6
Entergy Wholesale Commodities
$2,968.0
 $— 
$2,834.9
 
$—

As a result of the agreement with NYPA discussed above, in the third quarter 2016, Entergy removed the contract asset from its balance sheet, and recorded receivables of $1.5 billion for the beneficial interests in the decommissioning trust funds for Indian Point 3 and FitzPatrick. At December 31, 2016, the fair values of the
 2018 2017
 
Decommissioning
Trust Fair Values
 
Regulatory
Asset (Liability)
 Decommissioning
Trust Fair Values
 Regulatory
Asset (Liability)
 (In Millions) (In Millions)
Utility:       
ANO 1 and ANO 2
$912.0
 $375.9 
$944.9
 
$337.9
River Bend
$803.4
 ($27.4) 
$818.2
 
($30.6)
Waterford 3
$481.6
 $204.9 
$493.9
 
$188.9
Grand Gulf
$869.5
 $186.9 
$905.7
 
$169.1
Entergy Wholesale Commodities
$3,853.7
 $— 
$4,049.3
 
$—

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decommissioning trust funds held by NYPA were $719 million for the Indian Point 3 plant and $785 million for the FitzPatrick plant. The fair values are based on the trust statements received from NYPA and are valued by the fund administrator using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value hierarchy. The receivables for the beneficial interests in the decommissioning trust funds are recorded in other deferred debits on the consolidated balance sheet.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D. The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. In December 2016, the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for permit programs. In September 2017 the EPA agreed to reconsider certain provisions of the coal combustion residuals (CCR) rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards.  The EPA is expected to release additional revisions in another rulemaking.  In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

In 2018 revisions to the CCR asset retirement obligations were made as a result of revised closure and post-closure cost estimates. The revised estimates resulted in increases of $8.9 million at Entergy is monitoring state agency actionsArkansas, $0.5 million at Entergy Mississippi, and $0.1 million at Entergy Wholesale Commodities in decommissioning cost liabilities, along with corresponding increases in related asset retirement cost assets that will participate inbe depreciated over the regulatory development process.remaining useful lives of the respective units.



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

General

As of December 31, 2016,2018, Entergy had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities with minimum lease payments as follows (excluding power purchase agreement operating leases, nuclear fuel leases, and the Grand Gulf and Waterford 3 sale and leaseback transactions,transaction, all of which are discussed elsewhere):
Year
 
Operating
Leases
 
Capital
Leases
 
Operating
Leases
 
Capital
Leases
 (In Thousands) (In Thousands)
2017 
$76,663
 
$4,694
2018 69,620
 3,255
2019 67,218
 3,124
 
$94,043
 
$2,887
2020 51,127
 3,065
 82,191
 2,887
2021 41,531
 2,887
 75,147
 2,887
2022 60,808
 2,887
2023 47,391
 2,887
Years thereafter 90,787
 21,891
 88,004
 16,117
Minimum lease payments 396,946
 38,916
 447,584
 30,552
Less: Amount representing interest 
 11,934
 
 8,555
Present value of net minimum lease payments 
$396,946
 
$26,982
 
$447,584
 
$21,997

Total rental expenses for all leases (excluding power purchase agreement operating leases, nuclear fuel leases, and the Grand Gulf and Waterford 3 sale and leaseback transactions) amounted to $47.8 million in 2018, $53.1 million in 2017, and $44.4 million in 2016, $63.9 million in 2015, and $59 million in 2014.2016.

As of December 31, 20162018 the Registrant Subsidiaries had a capital lease and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities with minimum lease payments as follows (excluding power purchase agreement operating leases, nuclear fuel leases, and the Grand Gulf lease obligation, all of which are discussed elsewhere):

Operating Leases
 
 
Year
 
 
Entergy
Arkansas
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
Entergy
New Orleans
 
 
Entergy
Texas
  (In Thousands)
2019 
$20,421
 
$25,970
 
$9,344
 
$2,493
 
$5,744
2020 13,918
 21,681
 8,763
 2,349
 4,431
2021 11,931
 19,514
 7,186
 1,901
 3,625
2022 9,458
 15,756
 5,675
 1,314
 2,218
2023 7,782
 12,092
 2,946
 1,043
 1,561
Years thereafter 23,297
 22,003
 4,417
 2,323
 2,726
Minimum lease payments 
$86,807
 
$117,016
 
$38,331
 
$11,423
 
$20,305


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power purchase agreement operating leases, nuclear fuel leases, and the Grand Gulf and Waterford 3 lease obligations, all of which are discussed elsewhere):

Capital Leases
 
Year
 
Entergy
Mississippi
  (In Thousands)
2017 
$1,570
2018 131
2019 
2020 
2021 
Years thereafter 
Minimum lease payments 1,701
Less:  Amount representing interest 111
Present value of net minimum lease payments 
$1,590

Operating Leases
 
 
Year
 
 
Entergy
Arkansas
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
Entergy
New Orleans
 
 
Entergy
Texas
  (In Thousands)
2017 
$17,648
 
$23,947
 
$8,014
 
$2,324
 
$5,361
2018 14,667
 22,053
 7,171
 2,065
 4,882
2019 15,419
 22,461
 6,830
 1,882
 3,841
2020 8,871
 16,700
 5,878
 1,627
 2,335
2021 6,697
 12,097
 4,200
 1,218
 1,546
Years thereafter 25,818
 22,966
 5,865
 1,864
 2,009
Minimum lease payments 
$89,120
 
$120,224
 
$37,958
 
$10,980
 
$19,974

Rental Expenses
Year
 
 
Entergy
Arkansas
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
 
 
Entergy
Arkansas
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
Entergy
New Orleans
 
 
Entergy
Texas
 
 
System
Energy
 (In Millions) (In Millions)
2018 
$6.2
 
$20.2
 
$4.6
 
$2.5
 
$3.1
 
$1.9
2017 
$7.5
 
$23.0
 
$5.6
 
$2.5
 
$3.4
 
$2.2
2016 
$8.0
 
$17.8
 
$4.0
 
$0.9
 
$2.8
 
$1.6
 
$8.0
 
$17.8
 
$4.0
 
$0.9
 
$2.8
 
$1.6
2015 
$13.6
 
$21.8
 
$5.4
 
$1.6
 
$4.0
 
$2.9
2014 
$12.0
 
$20.7
 
$4.3
 
$1.2
 
$3.8
 
$2.0

In addition to the above rental expense, railcar operating lease payments and oil tank facilities lease payments are recorded in fuel expense in accordance with regulatory treatment.  Railcar operating lease payments were $2.8 million in 2018, $4 million in 2017, and $3.4 million in 2016 $4.7for Entergy Arkansas and $0.4 million in 2015, and $4.82018, $0.3 million in 2014 for Entergy Arkansas2017, and $0.3 million in 2016 $1.1 million in 2015, and $1.7 million in 2014 for Entergy Louisiana.  Oil tank facilities lease payments for Entergy Mississippi were $0.1 million in 2018, $1.6 million in 2016, $1.6 million in 2015,2017, and $1.6 million in 2014.2016.


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TableOn January 1, 2019, Entergy implemented ASU No. 2016-02, “Leases (Topic 842)” along with the practical expedients provided by ASU No. 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements.”  See Note 1 to the financial statements for further discussion of Contents
Entergy Corporation and Subsidiaries
Notes to Financial StatementsASU No. 2016-02.


Power Purchase Agreements

As of December 31, 2016,2018, Entergy Texas had a power purchase agreement that is accounted for as an operating lease under the accounting standards. The lease payments are recovered in fuel expense in accordance with regulatory treatment. The minimum lease payments under the power purchase agreement are as follows:

Year Entergy Texas (a) Entergy Entergy Texas (a) Entergy
 (In Thousands) (In Thousands)
2017 
$29,772
 
$29,772
2018 30,458
 30,458
2019 31,159
 31,159
 
$31,159
 
$31,159
2020 31,876
 31,876
 31,876
 31,876
2021 32,609
 32,609
 32,609
 32,609
Years thereafter 10,180
 10,180
2022 10,180
 10,180
Minimum lease payments 
$166,054
 
$166,054
 
$105,824
 
$105,824

(a)Amounts reflect 100% of minimum payments. Under a separate contract, which expires May 31, 2022, Entergy Louisiana purchases 50% of the capacity and energy from the power purchase agreement from Entergy Texas.

Total capacity expense under the power purchase agreement accounted for as an operating lease at Entergy Texas was $30.5 million in 2018, $34.1 million in 2017, and $26.1 million in 2016, $29.9 million in 2015, and $29.2 million in 2014.2016.

Sales and Leaseback Transactions

Waterford 3 Lease Obligation

In 1989, in three separate but substantially identical transactions, Entergy Louisiana sold and leased back undivided interests in Waterford 3 for the aggregate sum of $353.6 million.  The leases were scheduled to expire in July 2017.  Entergy Louisiana iswas required to report the sale-leaseback as a financing transaction in its financial statements.

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In December 2015, Entergy Louisiana agreed to purchase the undivided interests in Waterford 3 that were previously being leased. The purchase was accomplished in a two-step transaction in which Entergy Louisiana first acquired the equity participant’s beneficial interest in the leased assets, followed by a termination of the leases and transfer of the leased assets to Entergy Louisiana when the outstanding lessor debt is paid.

In March 2016, Entergy Louisiana completed the first step in the two-step transaction by acquiring the equity participant’s beneficial interest in the leased assets. Entergy Louisiana paid $60 million in cash and $52 million through the issuance of a non-interest bearing collateral trust mortgage note, payable in installments through July 2017. Entergy Louisiana continued to make payments on the lessor debt that remained outstanding and which matured in January 2017. The combination of payments on the $52 million collateral trust mortgage note issued and the debt service on the lessor debt iswas equal in timing and amount to the remaining lease payments due from the closing of the transaction through the end of the lease term in July 2017.

Throughout the term of the lease, Entergy Louisiana had accrued a liability for the amount it expected to pay to retain the use of the undivided interests in Waterford 3 at the end of the lease term. Since the sale-leaseback transaction was accounted for as a financing transaction, the accrual of this liability was accounted for as additional interest expense. As of December 2015, the balance of this liability was $62.7 million. Upon entering into the agreement to purchase the equity participant’s beneficial interest in the undivided interests, Entergy Louisiana reduced the balance of the

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liability to $60 million, and recorded the $2.7 million difference as a credit to interest expense. The $60 million remaining liability was eliminated upon payment of the cash portion of the purchase price.price in 2016.

As of December 31, 2016, Entergy Louisiana, in connection with the Waterford 3 lease obligation, had a future minimum lease payment (reflecting an interest rate of 8.09%) of $57.5 million, including $2.3 million in interest, due January 2017 that iswas recorded as long-term debt.

In February 2017 the leases were terminated and the leased assets were conveyed to Entergy Louisiana.

Grand Gulf Lease Obligations

In 1988, in two separate but substantially identical transactions, System Energy sold and leased back undivided ownership interests in Grand Gulf for the aggregate sum of $500 million.  The initial term of the leases expired in July 2015.  System Energy renewed the leases in December 2013 for fair market value with renewal terms expiring in July 2036. At the end of the new lease renewal terms, System Energy has the option to repurchase the leased interests in Grand Gulf or renew the leases at fair market value.  In the event that System Energy does not renew or purchase the interests, System Energy would surrender such interests and their associated entitlement of Grand Gulf’s capacity and energy.

System Energy is required to report the sale-leaseback as a financing transaction in its financial statements.  For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation.  However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes.  Consistent with a recommendation contained in a FERC audit report, System Energy initially recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and continues to record this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance for the regulatory asset at the end of the lease term.  The amount was a net regulatory liability of $55.6 million and $55.6 million as of December 31, 20162018 and 2015, respectively.2017.


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As of December 31, 2016,2018, System Energy, in connection with the Grand Gulf sale and leaseback transactions, had future minimum lease payments (reflecting an implicit rate of 5.13%) that are recorded as long-term debt, as follows:follows, which reflects the effect of the December 2013 renewal:
AmountAmount
(In Thousands)(In Thousands)
  
2017
$17,188
201817,188
201917,188

$17,188
202017,188
17,188
202117,188
17,188
202217,188
202317,188
Years thereafter257,812
223,437
Total343,752
309,377
Less: Amount representing interest309,393
275,025
Present value of net minimum lease payments
$34,359

$34,352



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

Entergy implemented ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” effective January 1, 2018. The ASU requires entities to report the service cost component of defined benefit pension cost and postretirement benefit cost (net benefit cost) in the same line item as other compensation costs arising from services rendered during the period.  The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations and are presented by Entergy in miscellaneous - net in other income. The amendment regarding the presentation of net benefit cost was required to be applied retrospectively for all periods presented. In addition, the ASU allows only the service cost component of net benefit cost to be eligible for capitalization on a prospective basis. In accordance with the regulatory treatment of net benefit cost of the Registrant Subsidiaries, a regulatory asset/liability will be recorded in other regulatory assets/liabilities for the non-service cost components of net benefit cost that would have been capitalized.

Qualified Pension Plans

Entergy has nineeight qualified pension plans covering substantially all employees. The “EntergyEntergy Corporation Retirement Plan for Non-Bargaining Employees” “Entergy (Non-Bargaining Plan I), the Entergy Corporation Retirement Plan for Bargaining Employees” “Entergy (Bargaining Plan I), the Entergy Corporation Retirement Plan II for Non-Bargaining Employees” “Entergy (Non-Bargaining Plan II), the Entergy Corporation Retirement Plan II for Bargaining Employees,” “Entergy the Entergy Corporation Retirement Plan III,” “Entergy Corporation Retirement Plan IV for Non-Bargaining Employees,” and “Entergythe Entergy Corporation Retirement Plan IV for Bargaining Employees”Employees are non-contributory final average pay plans and provide pension benefits that are based on employees’ credited service and compensation during employment.  Effective as of the close of business on December 31, 2016, the Entergy Corporation Retirement Plan IV for Non-Bargaining Employees (Non-Bargaining Plan IV) was merged with and into Non-Bargaining Plan II. At the Entergy Corporation Retirementclose of business on December 31, 2016, the liabilities for the accrued benefits and the assets attributable to such liabilities of all participants in Non-Bargaining Plan II forIV were assumed by and transferred to Non-Bargaining Employees.Plan II. There iswas no loss of vesting or benefit options or reduction of accrued benefits to affected participants as a result of this plan merger. Non-bargaining employees whose most recent date of hire is after June 30, 2014 participate in the “EntergyEntergy Corporation Cash Balance Plan for Non-Bargaining Employees.”Employees (Non-Bargaining Cash Balance Plan). Certain bargaining employees hired or rehired after June 30, 2014, or such later date provided for in their applicable collective bargaining agreements, participate in the “EntergyEntergy Corporation Cash Balance Plan for

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Bargaining Employees.”Employees (Bargaining Cash Balance Plan). The Registrant Subsidiaries participate in these four plans: “Entergy Corporation RetirementNon-Bargaining Plan forI, Bargaining Plan I, Non-Bargaining Employees,” “Entergy Corporation Retirement Plan for Bargaining Employees,” “Entergy Corporation Cash Balance Plan, for Non-Bargaining Employees,” and “EntergyBargaining Cash Balance Plan for Bargaining Employees.”Plan.

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

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

Entergy Corporation and its subsidiaries fund pension plans in an amount not less than the minimum required contribution under the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended.  The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts.  The Registrant Subsidiaries’ pension costs are recovered from customers as a component of cost of service in each of their respective jurisdictions.


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

Entergy Corporation and its subsidiaries’ total 2016, 2015,2018, 2017, and 20142016 qualified pension costs and amounts recognized as a regulatory asset and/or other comprehensive income, including amounts capitalized, included the following components:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Net periodic pension cost: 
  
  
 
  
  
Service cost - benefits earned during the period
$143,244
 
$175,046
 
$140,436

$155,010
 
$133,641
 
$143,244
Interest cost on projected benefit obligation261,613
 302,777
 290,076
267,415
 260,824
 261,613
Expected return on assets(389,465) (394,618) (361,462)(442,142) (408,225) (389,465)
Amortization of prior service cost1,079
 1,561
 1,600
398
 261
 1,079
Recognized net loss195,298
 235,922
 145,095
274,104
 227,720
 195,298
Curtailment loss3,084
 374
 

 
 3,084
Special termination benefit
 76
 732
Settlement charges828
 
 
Net periodic pension costs
$214,853
 
$321,138
 
$216,477

$255,613
 
$214,221
 
$214,853
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)          
Arising this period:          
Net loss
$203,229
 
$50,762
 
$1,389,912

$394,951
 
$368,067
 
$203,229
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:          
Amortization of prior service cost(1,079) (1,561) (1,600)(398) (261) (1,079)
Acceleration of prior service cost to curtailment(1,045) (374) 

 
 (1,045)
Amortization of net loss(195,298) (235,922) (145,095)(274,932) (227,720) (195,298)
Total
$5,807
 
($187,095) 
$1,243,217

$119,621
 
$140,086
 
$5,807
Total recognized as net periodic pension cost, regulatory asset, and/or AOCI (before tax)
$220,660
 
$134,043
 
$1,459,694

$375,234
 
$354,307
 
$220,660
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year:          
Prior service cost
$261
 
$1,079
 
$1,561

$—
 
$398
 
$261
Net loss
$227,720
 
$195,321
 
$237,013

$233,677
 
$274,104
 
$227,720

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The Registrant Subsidiaries’ total 2016, 2015,2018, 2017, and 20142016 qualified pension costs and amounts recognized as a regulatory asset and/or other comprehensive income, including amounts capitalized, for their employees included the following components:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Net periodic pension cost:                        
Service cost - benefits earned during the period 
$20,724
 
$28,194
 
$6,250
 
$2,625
 
$5,664
 
$6,263
 
$24,757
 
$33,783
 
$7,286
 
$2,693
 
$6,356
 
$7,102
Interest cost on projected benefit obligation 52,219
 59,478
 15,245
 7,256
 14,228
 11,966
 52,017
 59,761
 15,075
 7,253
 13,390
 12,907
Expected return on assets (79,087) (88,383) (23,923) (10,748) (24,248) (17,836) (87,404) (99,236) (26,007) (11,973) (26,091) (19,963)
Recognized net loss 43,745
 47,783
 11,938
 6,460
 9,358
 10,415
 53,650
 57,800
 14,438
 7,816
 10,503
 14,859
Net pension cost 
$37,601
 
$47,072
 
$9,510
 
$5,593
 
$5,002
 
$10,808
 
$43,020
 
$52,108
 
$10,792
 
$5,789
 
$4,158
 
$14,905
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Net loss 
$60,968
 
$46,742
 
$10,942
 
$5,463
 
$3,816
 
$20,805
Net (gain)/loss 
$74,570
 
$41,642
 
$19,244
 
$2,351
 
$24,121
 
($2,359)
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:                        
Amortization of net loss (43,745) (47,783) (11,938) (6,460) (9,358) (10,415) (53,650) (57,800) (14,438) (7,816) (10,503) (14,859)
Total 
$17,223
 
($1,041) 
($996) 
($997) 
($5,542) 
$10,390
 
$20,920
 
($16,158) 
$4,806
 
($5,465) 
$13,618
 
($17,218)
Total recognized as net periodic pension (income)/cost regulatory asset, and/or AOCI (before tax) 
$54,824
 
$46,031
 
$8,514
 
$4,596
 
($540) 
$21,198
Total recognized as net periodic pension (income)/cost, regulatory asset, and/or AOCI (before tax) 
$63,940
 
$35,950
 
$15,598
 
$324
 
$17,776
 
($2,313)
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Net loss 
$46,560
 
$49,417
 
$12,213
 
$6,632
 
$9,241
 
$11,857
 
$47,361
 
$46,571
 
$12,416
 
$6,117
 
$9,335
 
$11,400


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Notes to Financial Statements


2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Net periodic pension cost:                        
Service cost - benefits earned during the period 
$26,646
 
$34,396
 
$7,929
 
$3,395
 
$6,582
 
$7,827
 
$20,358
 
$27,698
 
$5,890
 
$2,500
 
$5,455
 
$6,145
Interest cost on projected benefit obligation 61,885
 69,465
 18,007
 8,432
 17,414
 13,970
 51,776
 59,235
 14,927
 7,163
 13,569
 12,364
Expected return on assets (80,102) (90,803) (24,420) (10,899) (24,887) (18,271) (81,707) (92,067) (24,526) (11,199) (24,722) (18,650)
Recognized net loss 54,254
 59,802
 14,896
 8,053
 12,950
 13,055
 46,560
 49,417
 12,213
 6,632
 9,241
 11,857
Net pension cost 
$62,683
 
$72,860
 
$16,412
 
$8,981
 
$12,059
 
$16,581
 
$36,987
 
$44,283
 
$8,504
 
$5,096
 
$3,543
 
$11,716
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Net loss 
$16,687
 
$16,618
 
$6,329
 
$1,853
 
($4,488) 
$101
 
$51,569
 
$57,510
 
$14,681
 
$8,601
 
$1,109
 
$27,733
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:                        
Amortization of net loss (54,254) (59,802) (14,896) (8,053) (12,950) (13,055) (46,560) (49,417) (12,213) (6,632) (9,241) (11,857)
Total 
($37,567) 
($43,184) 
($8,567) 
($6,200) 
($17,438) 
($12,954) 
$5,009
 
$8,093
 
$2,468
 
$1,969
 
($8,132) 
$15,876
Total recognized as net periodic pension cost, regulatory asset, and/or AOCI (before tax) 
$25,116
 
$29,676
 
$7,845
 
$2,781
 
($5,379) 
$3,627
Total recognized as net periodic pension (income)/ cost, regulatory asset, and/or AOCI (before tax) 
$41,996
 
$52,376
 
$10,972
 
$7,065
 
($4,589) 
$27,592
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Net loss 
$43,747
 
$47,809
 
$11,938
 
$6,460
 
$9,358
 
$10,414
 
$53,650
 
$57,800
 
$14,438
 
$7,816
 
$10,503
 
$14,859


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Notes to Financial Statements


2014 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Net periodic pension cost:                        
Service cost - benefits earned during the period 
$20,090
 
$25,706
 
$6,094
 
$2,666
 
$5,142
 
$5,785
 
$20,724
 
$28,194
 
$6,250
 
$2,625
 
$5,664
 
$6,263
Interest cost on projected benefit obligation 59,537
 66,984
 17,273
 8,164
 17,746
 13,561
 52,219
 59,478
 15,245
 7,256
 14,228
 11,966
Expected return on assets (73,218) (83,746) (22,794) (10,019) (23,723) (16,619) (79,087) (88,383) (23,923) (10,748) (24,248) (17,836)
Amortization of prior service cost 
 
 
 
 
 2
Recognized net loss 35,956
 40,446
 9,415
 5,796
 9,356
 9,500
 43,745
 47,783
 11,938
 6,460
 9,358
 10,415
Net pension cost 
$42,365
 
$49,390
 
$9,988
 
$6,607
 
$8,521
 
$12,229
 
$37,601
 
$47,072
 
$9,510
 
$5,593
 
$5,002
 
$10,808
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Net gain 
$300,907
 
$318,932
 
$88,199
 
$38,161
 
$65,363
 
$60,763
Net loss 
$60,968
 
$46,742
 
$10,942
 
$5,463
 
$3,816
 
$20,805
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:                        
Amortization of prior service cost 
 
 
 
 
 (2)
Amortization of net loss (35,956) (40,446) (9,415) (5,796) (9,356) (9,500) (43,745) (47,783) (11,938) (6,460) (9,358) (10,415)
Total 
$264,951
 
$278,486
 
$78,784
 
$32,365
 
$56,007
 
$51,261
 
$17,223
 
($1,041) 
($996) 
($997) 
($5,542) 
$10,390
Total recognized as net periodic pension income, regulatory asset, and/or AOCI (before tax) 
$307,316
 
$327,876
 
$88,772
 
$38,972
 
$64,528
 
$63,490
Total recognized as net periodic pension (income)/cost, regulatory asset, and/or AOCI (before tax) 
$54,824
 
$46,031
 
$8,514
 
$4,596
 
($540) 
$21,198
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Net loss 
$54,254
 
$59,802
 
$14,896
 
$8,053
 
$12,950
 
$13,055
 
$46,560
 
$49,417
 
$12,213
 
$6,632
 
$9,241
 
$11,857


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Notes to Financial Statements


Qualified Pension Obligations, Plan Assets, Funded Status, Amounts Recognized in the Balance Sheet

Qualified pension obligations, plan assets, funded status, amounts recognized in the Consolidated Balance Sheets for Entergy Corporation and its Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Thousands)(In Thousands)
Change in Projected Benefit Obligation (PBO) 
  
 
  
Balance at January 1
$6,848,238
 
$7,230,542

$7,987,087
 
$7,142,567
Service cost143,244
 175,046
155,010
 133,641
Interest cost261,613
 302,777
267,415
 260,824
Curtailment2,039
 
Special termination benefit
 76
Settlement lump sum payments(1,794) 
Actuarial (gain)/loss209,360
 (460,986)(395,242) 767,849
Employee contributions23
 524

 40
Benefits paid(321,950) (399,741)(607,559) (317,834)
Balance at December 31
$7,142,567
 
$6,848,238

$7,404,917
 
$7,987,087
Change in Plan Assets 
  
 
  
Fair value of assets at January 1
$4,707,433
 
$4,827,966

$6,071,316
 
$5,171,202
Actual return on plan assets395,596
 (117,130)(348,051) 808,007
Employer contributions390,100
 395,814
383,503
 409,901
Employee contributions23
 524

 40
Settlements(1,794) 
Benefits paid(321,950) (399,741)(607,559) (317,834)
Fair value of assets at December 31
$5,171,202
 
$4,707,433

$5,497,415
 
$6,071,316
Funded status
($1,971,365) 
($2,140,805)
($1,907,502) 
($1,915,771)
Amount recognized in the balance sheet      
Non-current liabilities
($1,971,365) 
($2,140,805)
($1,907,502) 
($1,915,771)
Amount recognized as a regulatory asset      
Net loss
$2,326,349
 
$2,300,222

$2,468,987
 
$2,418,206
Amount recognized as AOCI (before tax)      
Prior service cost
$659
 
$2,784

$—
 
$398
Net loss619,276
 637,472
737,004
 667,766

$619,935
 
$640,256

$737,004
 
$668,164


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Notes to Financial Statements


Qualified pension obligations, plan assets, funded status, amounts recognized in the Balance Sheets for the Registrant Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Change in Projected Benefit Obligation (PBO)                        
Balance at January 1 
$1,400,511
 
$1,564,710
 
$408,604
 
$191,064
 
$383,627
 
$311,542
 
$1,580,756
 
$1,785,700
 
$457,549
 
$217,896
 
$410,720
 
$384,049
Service cost 20,724
 28,194
 6,250
 2,625
 5,664
 6,263
 24,757
 33,783
 7,286
 2,693
 6,356
 7,102
Interest cost 52,219
 59,478
 15,245
 7,256
 14,228
 11,966
 52,017
 59,761
 15,075
 7,253
 13,390
 12,907
Actuarial (gain)/loss 62,187
 48,357
 11,343
 5,573
 4,274
 20,661
Actuarial loss (79,621) (133,520) (26,611) (18,844) (21,656) (37,842)
Benefits paid (81,331) (76,506) (22,241) (9,054) (21,427) (15,051) (134,101) (145,808) (39,210) (17,808) (39,206) (27,182)
Balance at December 31 
$1,454,310
 
$1,624,233
 
$419,201
 
$197,464
 
$386,366
 
$335,381
 
$1,443,808
 
$1,599,916
 
$414,089
 
$191,190
 
$369,604
 
$339,034
Change in Plan Assets                        
Fair value of assets at
January 1
 
$959,618
 
$1,071,234
 
$292,297
 
$129,975
 
$298,378
 
$212,006
 
$1,205,668
 
$1,365,741
 
$360,842
 
$165,747
 
$363,523
 
$274,432
Actual return on plan assets 80,306
 89,998
 24,325
 10,858
 24,705
 17,692
 (66,787) (75,926) (19,849) (9,221) (19,686) (15,520)
Employer contributions 82,999
 84,421
 19,968
 10,709
 15,920
 20,497
 64,062
 71,919
 14,933
 7,250
 10,883
 13,786
Benefits paid (81,331) (76,506) (22,241) (9,054) (21,427) (15,051) (134,101) (145,808) (39,210) (17,808) (39,206) (27,182)
Fair value of assets at December 31 
$1,041,592
 
$1,169,147
 
$314,349
 
$142,488
 
$317,576
 
$235,144
 
$1,068,842
 
$1,215,926
 
$316,716
 
$145,968
 
$315,514
 
$245,516
Funded status 
($412,718) 
($455,086) 
($104,852) 
($54,976) 
($68,790) 
($100,237) 
($374,966) 
($383,990) 
($97,373) 
($45,222) 
($54,090) 
($93,518)
Amounts recognized in the balance sheet (funded status)                        
Non-current liabilities 
($412,718) 
($455,086) 
($104,852) 
($54,976) 
($68,790) 
($100,237) 
($374,966) 
($383,990) 
($97,373) 
($45,222) 
($54,090) 
($93,518)
Amounts recognized as regulatory asset            
            
Net loss 
$701,774
 
$686,337
 
$189,409
 
$94,944
 
$153,544
 
$169,897
 
$727,703
 
$686,138
 
$196,683
 
$91,448
 
$159,030
 
$168,559
Amounts recognized as AOCI (before tax)                        
Net loss 
$—
 
$51,660
 
$—
 
$—
 
$—
 
$—
 
$—
 
$43,796
 
$—
 
$—
 
$—
 
$—


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Notes to Financial Statements


2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Change in Projected Benefit Obligation (PBO)                        
Balance at January 1 
$1,485,718
 
$1,666,535
 
$432,169
 
$202,555
 
$418,498
 
$334,312
 
$1,454,310
 
$1,624,233
 
$419,201
 
$197,464
 
$386,366
 
$335,381
Service cost 26,646
 34,396
 7,929
 3,395
 6,582
 7,827
 20,358
 27,698
 5,890
 2,500
 5,455
 6,145
Interest cost 61,885
 69,465
 18,007
 8,432
 17,414
 13,970
 51,776
 59,235
 14,927
 7,163
 13,569
 12,364
Actuarial (gain)/loss (87,617) (101,361) (25,492) (12,289) (36,862) (23,720)
Actuarial loss 131,729
 147,704
 38,726
 19,507
 25,339
 45,471
Benefits paid (86,121) (104,325) (24,009) (11,029) (22,005) (20,847) (77,417) (73,170) (21,195) (8,738) (20,009) (15,312)
Balance at December 31 
$1,400,511
 
$1,564,710
 
$408,604
 
$191,064
 
$383,627
 
$311,542
 
$1,580,756
 
$1,785,700
 
$457,549
 
$217,896
 
$410,720
 
$384,049
Change in Plan Assets                        
Fair value of assets at January 1 
$977,521
 
$1,113,359
 
$301,250
 
$133,344
 
$310,713
 
$217,621
 
$1,041,592
 
$1,169,147
 
$314,349
 
$142,488
 
$317,576
 
$235,144
Actual return on plan assets (24,201) (27,175) (7,401) (3,243) (7,487) (5,550) 161,868
 182,261
 48,572
 22,104
 48,952
 36,387
Employer contributions 92,419
 89,375
 22,457
 10,903
 17,157
 20,782
 79,625
 87,503
 19,116
 9,893
 17,004
 18,213
Benefits paid (86,121) (104,325) (24,009) (11,029) (22,005) (20,847) (77,417) (73,170) (21,195) (8,738) (20,009) (15,312)
Fair value of assets at December 31 
$959,618
 
$1,071,234
 
$292,297
 
$129,975
 
$298,378
 
$212,006
 
$1,205,668
 
$1,365,741
 
$360,842
 
$165,747
 
$363,523
 
$274,432
Funded status 
($440,893) 
($493,476) 
($116,307) 
($61,089) 
($85,249) 
($99,536) 
($375,088) 
($419,959) 
($96,707) 
($52,149) 
($47,197) 
($109,617)
Amounts recognized in the balance sheet (funded status)                        
Non-current liabilities 
($440,893) 
($493,476) 
($116,307) 
($61,089) 
($85,249) 
($99,536) 
($375,088) 
($419,959) 
($96,707) 
($52,149) 
($47,197) 
($109,617)
Amounts recognized as regulatory asset                        
Net loss 
$684,552
 
$687,305
 
$190,406
 
$95,941
 
$159,085
 
$159,508
 
$706,783
 
$701,324
 
$191,877
 
$96,913
 
$145,412
 
$185,774
Amounts recognized as AOCI (before tax)  
            
          
Net loss 
$—
 
$51,733
 
$—
 
$—
 
$—
 
$—
 
$—
 
$44,765
 
$—
 
$—
 
$—
 
$—

Accumulated Pension Benefit Obligation

The accumulated benefit obligation for Entergy’s qualified pension plans was $6.7$6.9 billion and $6.3$7.4 billion at December 31, 20162018 and 2015,2017, respectively.

The qualified pension accumulated benefit obligation for each of the Registrant Subsidiaries for their employees as of December 31, 2018 and 2017 was as follows:
 December 31,
 2018 2017
 (In Thousands)
Entergy Arkansas
$1,362,425
 
$1,492,876
Entergy Louisiana
$1,481,158
 
$1,652,939
Entergy Mississippi
$387,635
 
$430,268
Entergy New Orleans
$179,907
 
$205,316
Entergy Texas
$347,852
 
$387,083
System Energy
$317,848
 
$359,258


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Notes to Financial Statements


The qualified pension accumulated benefit obligation for each of the Registrant Subsidiaries for their employees as of December 31, 2016 and 2015 was as follows:
 December 31,
 2016 2015
 (In Thousands)
Entergy Arkansas
$1,379,265
 
$1,309,903
Entergy Louisiana
$1,513,884
 
$1,436,535
Entergy Mississippi
$396,081
 
$379,775
Entergy New Orleans
$186,247
 
$176,692
Entergy Texas
$365,251
 
$359,687
System Energy
$315,131
 
$286,917

Other Postretirement Benefits

Entergy also currently offers retiree medical, dental, vision, and life insurance benefits (other postretirement benefits) for eligible retired employees.  Employees who commenced employment before July 1, 2014 and who satisfy certain eligibility requirements (including retiring from Entergy after a certain age and/or years of service with Entergy and immediately commencing their Entergy pension benefit), may become eligible for other postretirement benefits.

Entergy uses a December 31 measurement date for its postretirement benefit plans.

Effective January 1, 1993, Entergy adopted an accounting standard requiring a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions.  Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, and Entergy Texas have received regulatory approval to recover accrued other postretirement benefit costs through rates.  The LPSC ordered Entergy Louisiana to continue the use of the pay-as-you-go method for ratemaking purposes for postretirement benefits other than pensions.  However, the LPSC retains the flexibility to examine individual companies’ accounting for other postretirement benefits to determine if special exceptions to this order are warranted. Pursuant to regulatory directives, Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy contribute the other postretirement benefit costs collected in rates into external trusts.  System Energy is funding, on behalf of Entergy Operations, other postretirement benefits associated with Grand Gulf.

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


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

Entergy Corporation’s and its subsidiaries’ total 2016, 2015,2018, 2017, and 20142016 other postretirement benefit costs, including amounts capitalized and amounts recognized as a regulatory asset and/or other comprehensive income, included the following components:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Other postretirement costs:          
Service cost - benefits earned during the period
$32,291
 
$45,305
 
$43,493

$27,129
 
$26,915
 
$32,291
Interest cost on APBO56,331
 71,934
 71,841
Interest cost on accumulated postretirement benefit obligation (APBO)50,725
 55,838
 56,331
Expected return on assets(41,820) (45,375) (44,787)(41,493) (37,630) (41,820)
Amortization of prior service credit(45,490) (37,280) (31,590)(37,002) (41,425) (45,490)
Recognized net loss18,214
 31,573
 11,143
13,729
 21,905
 18,214
Net other postretirement benefit cost
$19,526
 
$66,157
 
$50,100

$13,088
 
$25,603
 
$19,526
Other changes in plan assets and benefit obligations recognized as a regulatory asset and /or AOCI (before tax)          
Arising this period:          
Prior service credit for period
($20,353) 
($48,192) 
($35,864)
$—
 
($2,564) 
($20,353)
Net loss/(gain)49,805
 (154,339) 287,313
Net (gain)/loss(274,354) (66,922) 49,805
Amounts reclassified from regulatory asset and /or AOCI to net periodic benefit cost in the current year:          
Amortization of prior service credit45,490
 37,280
 31,590
37,002
 41,425
 45,490
Amortization of net loss(18,214) (31,573) (11,143)(13,729) (21,905) (18,214)
Total
$56,728
 
($196,824) 
$271,896

($251,081) 
($49,966) 
$56,728
Total recognized as net periodic benefit income/(cost), regulatory asset, and/or AOCI (before tax)
$76,254
 
($130,667) 
$321,996

($237,993) 
($24,363) 
$76,254
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic benefit cost in the following year          
Prior service credit
($41,425) 
($45,485) 
($37,280)
($35,377) 
($37,002) 
($41,425)
Net loss
$21,905
 
$18,214
 
$31,591

$1,430
 
$13,729
 
$21,905


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Notes to Financial Statements


Total 2016, 2015,2018, 2017, and 20142016 other postretirement benefit costs of the Registrant Subsidiaries, including amounts capitalized and deferred, for their employees included the following components:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
    
Other postretirement costs:                        
Service cost - benefits earned during the period 
$3,913
 
$7,476
 
$1,543
 
$622
 
$1,590
 
$1,337
 
$3,170
 
$6,225
 
$1,284
 
$516
 
$1,319
 
$1,223
Interest cost on APBO 9,297
 13,041
 2,835
 1,791
 4,154
 2,117
 7,986
 11,154
 2,731
 1,669
 3,754
 1,998
Expected return on assets (17,855) 
 (5,517) (4,617) (9,575) (3,257) (17,368) 
 (5,213) (5,250) (9,784) (3,130)
Amortization of prior credit (5,472) (7,787) (934) (745) (2,722) (1,570)
Amortization of prior service credit (5,110) (7,735) (1,823) (745) (2,316) (1,513)
Recognized net loss 4,256
 2,926
 893
 146
 2,148
 1,149
 1,154
 1,550
 1,508
 137
 823
 932
Net other postretirement benefit (income)/cost 
($5,861) 
$15,656
 
($1,180) 
($2,803) 
($4,405) 
($224) 
($10,168) 
$11,194
 
($1,513) 
($3,673) 
($6,204) 
($490)
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Prior service credit for the period 
($1,007) 
($4,647) 
($6,219) 
$—
 
$—
 
$—
Net (gain)/loss 3,331
 (13,117) 8,715
 5,717
 13,378
 4,997
Net gain 
($32,219) 
($73,249) 
($7,794) 
($981) 
($10,561) 
($6,680)
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year: 
           
          
Amortization of prior service credit 5,472
 7,787
 934
 745
 2,722
 1,570
 5,110
 7,735
 1,823
 745
 2,316
 1,513
Amortization of net loss (4,256) (2,926) (893) (146) (2,148) (1,149) (1,154) (1,550) (1,508) (137) (823) (932)
Total 
$3,540
 
($12,903) 
$2,537
 
$6,316
 
$13,952
 
$5,418
 
($28,263) 
($67,064) 
($7,479) 
($373) 
($9,068) 
($6,099)
Total recognized as net periodic other postretirement income/(cost), regulatory asset, and/or AOCI (before tax) 
($2,321) 
$2,753
 
$1,357
 
$3,513
 
$9,547
 
$5,194
Total recognized as net periodic other postretirement cost, regulatory asset, and/or AOCI (before tax) 
($38,431) 
($55,870) 
($8,992) 
($4,046) 
($15,272) 
($6,589)
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Prior service credit 
($5,110) 
($7,739) 
($1,824) 
($745) 
($2,316) 
($1,513) 
($4,950) 
($7,349) 
($1,756) 
($682) 
($2,243) 
($1,450)
Net loss 
$4,460
 
$1,859
 
$1,675
 
$418
 
$3,303
 
$1,560
Net (gain)/loss 
$576
 
($695) 
$723
 
$231
 
$485
 
$354


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Notes to Financial Statements


2015 Entergy Arkansas
Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas
Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Other postretirement costs:                        
Service cost - benefits earned during the period 
$6,957
 
$9,893
 
$2,028
 
$818
 
$2,000
 
$1,881
 
$3,451
 
$6,373
 
$1,160
 
$567
 
$1,488
 
$1,278
Interest cost on APBO 12,518
 16,311
 3,436
 2,608
 5,366
 2,511
 9,020
 12,101
 2,759
 1,874
 4,494
 2,236
Expected return on assets (19,190) 
 (6,166) (4,804) (10,351) (3,644) (15,836) 
 (4,801) (4,635) (8,720) (2,869)
Amortization of prior credit (2,441) (7,467) (916) (709) (2,723) (1,465)
Amortization of prior service credit (5,110) (7,735) (1,823) (745) (2,316) (1,513)
Recognized net loss 5,356
 7,118
 860
 470
 2,740
 1,198
 4,460
 1,859
 1,675
 418
 3,303
 1,560
Net other postretirement benefit (income)/cost 
$3,200
 
$25,855
 
($758) 
($1,617) 
($2,968) 
$481
 
($4,015) 
$12,598
 
($1,030) 
($2,521) 
($1,751) 
$692
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Prior service credit for the period 
($18,035) 
($1,361) 
$—
 
$—
 
$—
 
($644)
Net (gain)/loss (11,978) (47,043) 774
 (5,810) (4,907) 305
 
($29,534) 
($1,256) 
$506
 
($7,342) 
($22,255) 
($5,459)
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:                        
Amortization of prior service credit 2,441
 7,467
 916
 709
 2,723
 1,465
 5,110
 7,735
 1,823
 745
 2,316
 1,513
Amortization of net loss (5,356) (7,118) (860) (470) (2,740) (1,198) (4,460) (1,859) (1,675) (418) (3,303) (1,560)
Total 
($32,928) 
($48,055) 
$830
 
($5,571) 
($4,924) 
($72) 
($28,884) 
$4,620
 
$654
 
($7,015) 
($23,242) 
($5,506)
Total recognized as net periodic other postretirement income, regulatory asset, and/or AOCI (before tax) 
($29,728) 
($22,200) 
$72
 
($7,188) 
($7,892) 
$409
Total recognized as net periodic other postretirement income/(cost), regulatory asset, and/or AOCI (before tax) 
($32,899) 
$17,218
 
($376) 
($9,536) 
($24,993) 
($4,814)
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Prior service credit 
($5,472) 
($7,783) 
($933) 
($745) 
($2,722) 
($1,570) 
($5,110) 
($7,735) 
($1,823) 
($745) 
($2,316) 
($1,513)
Net loss 
$4,256
 
$2,926
 
$893
 
$146
 
$2,148
 
$1,149
 
$1,154
 
$1,550
 
$1,508
 
$137
 
$823
 
$932


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Notes to Financial Statements


2014 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Other postretirement costs:                        
Service cost - benefits earned during the period 
$5,957
 
$9,414
 
$1,900
 
$868
 
$2,378
 
$2,058
 
$3,913
 
$7,476
 
$1,543
 
$622
 
$1,590
 
$1,337
Interest cost on APBO 12,261
 16,642
 3,655
 2,805
 5,652
 2,611
 9,297
 13,041
 2,835
 1,791
 4,154
 2,117
Expected return on assets (19,135) 
 (5,771) (4,475) (10,358) (3,727) (17,855) 
 (5,517) (4,617) (9,575) (3,257)
Amortization of prior service credit (2,441) (5,614) (915) (709) (1,300) (824) (5,472) (7,787) (934) (745) (2,722) (1,570)
Recognized net loss 1,267
 2,723
 149
 56
 801
 443
 4,256
 2,926
 893
 146
 2,148
 1,149
Net other postretirement benefit cost 
($2,091) 
$23,165
 
($982) 
($1,455) 
($2,827) 
$561
Net other postretirement benefit (income)/cost 
($5,861) 
$15,656
 
($1,180) 
($2,803) 
($4,405) 
($224)
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)                        
Arising this period:                        
Prior service credit for the period 
$—
 
($12,845) 
$—
 
$—
 
($8,536) 
($3,845) 
($1,007) 
($4,647) 
($6,219) 
$—
 
$—
 
$—
Net loss 55,642
 61,049
 9,525
 6,309
 24,482
 10,596
Net (gain)/loss 3,331
 (13,117) 8,715
 5,717
 13,378
 4,997
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:                        
Amortization of prior service credit 2,441
 5,614
 915
 709
 1,300
 824
 5,472
 7,787
 934
 745
 2,722
 1,570
Amortization of net loss (1,267) (2,723) (149) (56) (801) (443) (4,256) (2,926) (893) (146) (2,148) (1,149)
Total 
$56,816
 
$51,095
 
$10,291
 
$6,962
 
$16,445
 
$7,132
 
$3,540
 
($12,903) 
$2,537
 
$6,316
 
$13,952
 
$5,418
Total recognized as net periodic other postretirement cost, regulatory asset, and/or AOCI (before tax) 
$54,725
 
$74,260
 
$9,309
 
$5,507
 
$13,618
 
$7,693
Total recognized as net periodic other postretirement income/(cost), regulatory asset, and/or AOCI (before tax) 
($2,321) 
$2,753
 
$1,357
 
$3,513
 
$9,547
 
$5,194
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year                        
Prior service credit 
($2,441) 
($7,467) 
($916) 
($709) 
($2,723) 
($1,465) 
($5,110) 
($7,739) 
($1,824) 
($745) 
($2,316) 
($1,513)
Net loss 
$5,356
 
$7,118
 
$860
 
$470
 
$2,740
 
$1,198
 
$4,460
 
$1,859
 
$1,675
 
$418
 
$3,303
 
$1,560


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Notes to Financial Statements


Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet

Other postretirement benefit obligations, plan assets, funded status, and amounts not yet recognized and recognized in the Consolidated Balance Sheets of Entergy Corporation and its Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Thousands)(In Thousands)
Change in APBO 
  
 
  
Balance at January 1
$1,530,829
 
$1,739,557

$1,563,487
 
$1,568,963
Service cost32,291
 45,305
27,129
 26,915
Interest cost56,331
 71,934
50,725
 55,838
Plan amendments(20,353) (48,192)
 (2,564)
Plan participant contributions27,686
 29,685
37,049
 35,080
Actuarial (gain)/loss46,201
 (208,017)
Actuarial gain(346,429) (23,409)
Benefits paid(104,477) (102,618)(99,785) (97,829)
Medicare Part D subsidy received455
 3,175
443
 493
Balance at December 31
$1,568,963
 
$1,530,829

$1,232,619
 
$1,563,487
Change in Plan Assets 
  
 
  
Fair value of assets at January 1
$579,069
 
$597,627

$659,327
 
$596,660
Actual return on plan assets38,216
 (8,303)(30,582) 81,143
Employer contributions56,166
 62,678
43,773
 44,273
Plan participant contributions27,686
 29,685
37,049
 35,080
Benefits paid(104,477) (102,618)(99,785) (97,829)
Fair value of assets at December 31
$596,660
 
$579,069

$609,782
 
$659,327
Funded status
($972,303) 
($951,760)
($622,837) 
($904,160)
Amounts recognized in the balance sheet      
Current liabilities
($45,255) 
($41,326)
($44,276) 
($45,237)
Non-current liabilities(927,048) (910,434)(578,561) (858,923)
Total funded status
($972,303) 
($951,760)
($622,837) 
($904,160)
Amounts recognized as a regulatory asset      
Prior service credit
($54,896) 
($61,833)
($25,778) 
($40,461)
Net loss222,540
 191,782
51,774
 144,966

$167,644
 
$129,949

$25,996
 
$104,505
Amounts recognized as AOCI (before tax)      
Prior service credit
($89,474) 
($107,673)
($42,730) 
($65,047)
Net loss172,575
 171,742
(33,569) 161,322

$83,101
 
$64,069

($76,299) 
$96,275


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Notes to Financial Statements


Other postretirement benefit obligations, plan assets, funded status, and amounts not yet recognized and recognized in the Balance Sheets of the Registrant Subsidiaries as of December 31, 20162018 and 20152017 are as follows:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Change in APBO                        
Balance at January 1 
$258,900
 
$356,253
 
$77,382
 
$51,951
 
$114,582
 
$57,645
 
$249,019
 
$345,389
 
$84,621
 
$53,548
 
$116,702
 
$61,381
Service cost 3,913
 7,476
 1,543
 622
 1,590
 1,337
 3,170
 6,225
 1,284
 516
 1,319
 1,223
Interest cost 9,297
 13,041
 2,835
 1,791
 4,154
 2,117
 7,986
 11,154
 2,731
 1,669
 3,754
 1,998
Plan amendments (1,007) (4,647) (6,219) 
 
 
Plan participant contributions 6,330
 6,273
 1,721
 1,213
 1,927
 1,390
 8,136
 8,162
 2,233
 1,171
 2,565
 1,837
Actuarial (gain)/loss 2,453
 (13,117) 8,230
 4,774
 12,389
 4,806
Actuarial gain (61,960) (73,249) (16,762) (10,847) (27,527) (11,985)
Benefits paid (21,178) (22,893) (7,031) (4,852) (6,977) (4,818) (18,581) (22,476) (5,145) (4,078) (8,516) (5,685)
Medicare Part D subsidy received 79
 114
 24
 16
 35
 21
 60
 64
 14
 8
 13
 22
Balance at December 31 
$258,787
 
$342,500
 
$78,485
 
$55,515
 
$127,700
 
$62,498
 
$187,830
 
$275,269
 
$68,976
 
$41,987
 
$88,310
 
$48,791
Change in Plan Assets                        
Fair value of assets at January 1 
$243,206
 
$—
 
$75,538
 
$69,881
 
$130,374
 
$44,917
 
$274,678
 
$—
 
$82,433
 
$85,504
 
$154,171
 
$49,124
Actual return on plan assets 16,977
 
 5,032
 3,674
 8,586
 3,066
 (12,373) 
 (3,755) (4,616) (7,182) (2,175)
Employer contributions 5,591
 16,620
 685
 4,320
 3,159
 330
 195
 14,314
 87
 3,793
 3,808
 569
Plan participant contributions 6,330
 6,273
 1,721
 1,213
 1,927
 1,390
 8,136
 8,162
 2,233
 1,171
 2,565
 1,837
Benefits paid (21,178) (22,893) (7,031) (4,852) (6,977) (4,818) (18,581) (22,476) (5,145) (4,078) (8,516) (5,685)
Fair value of assets at December 31 
$250,926
 
$—
 
$75,945
 
$74,236
 
$137,069
 
$44,885
 
$252,055
 
$—
 
$75,853
 
$81,774
 
$144,846
 
$43,670
Funded status 
($7,861) 
($342,500) 
($2,540) 
$18,721
 
$9,369
 
($17,613) 
$64,225
 
($275,269) 
$6,877
 
$39,787
 
$56,536
 
($5,121)
Amounts recognized in the balance sheet                        
Current liabilities 
$—
 
($19,209) 
$—
 
$—
 
$—
 
$—
 
$—
 
($17,740) 
$—
 
$—
 
$—
 
$—
Non-current liabilities (7,861) (323,291) (2,540) 18,721
 9,369
 (17,613) 64,225
 (257,529) 6,877
 39,787
 56,536
 (5,121)
Total funded status 
($7,861) 
($342,500) 
($2,540) 
$18,721
 
$9,369
 
($17,613) 
$64,225
 
($275,269) 
$6,877
 
$39,787
 
$56,536
 
($5,121)
Amounts recognized in regulatory asset                        
Prior service credit 
($21,684) 
$—
 
($8,511) 
($2,172) 
($8,296) 
($5,332) 
($11,465) 
$—
 
($4,864) 
($681) 
($3,665) 
($2,304)
Net loss 76,388
 
 26,416
 12,029
 50,036
 23,405
 9,021
 
 15,945
 3,151
 13,094
 8,774
 
$54,704
 
$—
 
$17,905
 
$9,857
 
$41,740
 
$18,073
 
($2,444) 
$—
 
$11,081
 
$2,470
 
$9,429
 
$6,470
Amounts recognized in AOCI (before tax)                        
Prior service credit 
$—
 
($27,735) 
$—
 
$—
 
$—
 
$—
 
$—
 
($12,264) 
$—
 
$—
 
$—
 
$—
Net loss 
 54,700
 
 
 
 
Net gain 
 (23,214) 
 
 
 
 
$—
 
$26,965
 
$—
 
$—
 
$—
 
$—
 
$—
 
($35,478) 
$—
 
$—
 
$—
 
$—



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Notes to Financial Statements


2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Change in APBO                        
Balance at January 1 
$303,716
 
$394,946
 
$83,162
 
$63,779
 
$130,145
 
$60,754
 
$258,787
 
$342,500
 
$78,485
 
$55,515
 
$127,700
 
$62,498
Service cost 6,957
 9,893
 2,028
 818
 2,000
 1,881
 3,451
 6,373
 1,160
 567
 1,488
 1,278
Interest cost 12,518
 16,311
 3,436
 2,608
 5,366
 2,511
 9,020
 12,101
 2,759
 1,874
 4,494
 2,236
Plan amendments (18,035) (1,361) 
 
 
 (644)
Plan participant contributions 6,818
 6,864
 1,884
 1,259
 2,092
 1,530
 7,875
 7,855
 2,160
 1,151
 2,453
 1,779
Actuarial (gain)/loss (34,217) (47,043) (6,407) (12,118) (17,052) (3,973) (11,691) (1,256) 5,858
 (899) (12,469) (2,233)
Benefits paid (19,476) (24,182) (6,927) (4,532) (8,275) (4,532) (18,497) (22,273) (5,823) (4,670) (6,980) (4,205)
Medicare Part D subsidy received 619
 825
 206
 137
 306
 118
 74
 89
 22
 10
 16
 28
Balance at December 31 
$258,900
 
$356,253
 
$77,382
 
$51,951
 
$114,582
 
$57,645
 
$249,019
 
$345,389
 
$84,621
 
$53,548
 
$116,702
 
$61,381
Change in Plan Assets                        
Fair value of assets at January 1 
$244,191
 
$—
 
$80,935
 
$71,004
 
$135,733
 
$48,293
 
$250,926
 
$—
 
$75,945
 
$74,236
 
$137,069
 
$44,885
Actual return on plan assets (3,049) 
 (1,015) (1,504) (1,794) (634) 33,679
 
 10,153
 11,078
 18,506
 6,095
Employer contributions 14,722
 17,318
 661
 3,654
 2,618
 260
 695
 14,418
 (2) 3,709
 3,123
 570
Plan participant contributions 6,818
 6,864
 1,884
 1,259
 2,092
 1,530
 7,875
 7,855
 2,160
 1,151
 2,453
 1,779
Benefits paid (19,476) (24,182) (6,927) (4,532) (8,275) (4,532) (18,497) (22,273) (5,823) (4,670) (6,980) (4,205)
Fair value of assets at December 31 
$243,206
 
$—
 
$75,538
 
$69,881
 
$130,374
 
$44,917
 
$274,678
 
$—
 
$82,433
 
$85,504
 
$154,171
 
$49,124
Funded status 
($15,694) 
($356,253) 
($1,844) 
$17,930
 
$15,792
 
($12,728) 
$25,659
 
($345,389) 
($2,188) 
$31,956
 
$37,469
 
($12,257)
Amounts recognized in the balance sheet                        
Current liabilities 
$—
 
($18,857) 
$—
 
$—
 
$—
 
$—
 
$—
 
($18,794) 
$—
 
$—
 
$—
 
$—
Non-current liabilities (15,694) (337,396) (1,844) 17,930
 15,792
 (12,728) 25,659
 (326,595) (2,188) 31,956
 37,469
 (12,257)
Total funded status 
($15,694) 
($356,253) 
($1,844) 
$17,930
 
$15,792
 
($12,728) 
$25,659
 
($345,389) 
($2,188) 
$31,956
 
$37,469
 
($12,257)
Amounts recognized in regulatory asset                        
Prior service credit 
($26,149) 
$—
 
($3,225) 
($2,917) 
($11,018) 
($6,902) 
($16,574) 
$—
 
($6,687) 
($1,427) 
($5,980) 
($3,819)
Net loss 77,313
 
 18,594
 6,458
 38,806
 19,557
 42,394
 
 25,247
 4,269
 24,478
 16,386
 
$51,164
 
$—
 
$15,369
 
$3,541
 
$27,788
 
$12,655
 
$25,820
 
$—
 
$18,560
 
$2,842
 
$18,498
 
$12,567
Amounts recognized in AOCI (before tax)                        
Prior service credit 
$—
 
($30,874) 
$—
 
$—
 
$—
 
$—
 
$—
 
($19,999) 
$—
 
$—
 
$—
 
$—
Net loss 
 70,743
 
 
 
 
 
 51,585
 
 
 
 
 
$—
 
$39,869
 
$—
 
$—
 
$—
 
$—
 
$—
 
$31,586
 
$—
 
$—
 
$—
 
$—


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Non-Qualified Pension Plans

Entergy also sponsors non-qualified, non-contributory defined benefit pension plans that provide benefits to certain key employees.  Entergy recognized net periodic pension cost related to these plans of $24.4 million in 2018, $37.6 million in 2017, and $24.9 million in 2016, $22.8 million in 2015,2016.  In 2018, 2017, and $32.4 million in 2014.  In 2016 2015, and 2014 Entergy recognized $8.1$7.7 million, $5.1$20.3 million, and $15.1$8.1 million, respectively in settlement charges related to the payment of lump sum benefits out of the plan that is included in the non-qualified pension plan cost above.  

The projected benefit obligation was $169.3 million and $157.3$147 million as of December 31, 20162018 of which $17 million was a current liability and 2015, respectively.$130 million was a non-current liability. The projected benefit obligation was $162.3 million as of December 31, 2017 of which $26.4 million was a current liability and $136 million was a non-current liability.  The accumulated benefit obligation was $151$131.9 million and $137.6$144.7 million as of December 31, 20162018 and 2015, respectively.

Entergy’s non-qualified, non-current pension liability at December 31, 2016 and 2015 was $137.6 million and $136.1 million, respectively; and its current liability was $31.7 million and $21.2 million,2017, respectively. The unamortized prior service cost and net loss are recognized in regulatory assets ($59.851.9 million at December 31, 20162018 and $58.8$55.2 million at December 31, 2015)2017) and accumulated other comprehensive income before taxes ($31.619.2 million at December 31, 20162018 and $23.5$35.9 million at December 31, 2015)2017).

The following Registrant Subsidiaries participate in Entergy’s non-qualified, non-contributory defined benefit pension plans that provide benefits to certain key employees.  The net periodic pension cost for their employees for the non-qualified plans for 2016, 2015,2018, 2017, and 2014,2016, was as follows:
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2016
$1,819
 
$231
 
$236
 
$65
 
$504
2015
$446
 
$377
 
$235
 
$64
 
$595
2014
$754
 
$135
 
$190
 
$95
 
$491
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2018
$474
 
$180
 
$300
 
$81
 
$650
2017
$679
 
$185
 
$251
 
$73
 
$499
2016
$1,819
 
$231
 
$236
 
$65
 
$504

Included in the 2018 net periodic pension cost above are settlement charges of $30 thousand and $139 thousand for Entergy Arkansas and Entergy Texas, respectively, related to the lump sum benefits paid out of the plan. Included in the 2017 net periodic pension cost above are settlement charges of $269 thousand for Entergy Arkansas related to the lump sum benefits paid out of the plan. Included in the 2016 net periodic pension cost above are settlement charges of $1.4 million and $1 thousand for Entergy Arkansas and Entergy Mississippi, respectively, related to the lump sum benefits paid out of the plan. Included in the 2015 net periodic pension cost above are settlement charges of $108 thousand and $2 thousand for Entergy Louisiana and Entergy Mississippi, respectively, related to the lump sum benefits paid out of the plan. Included in the 2014 net periodic pension cost above are settlement charges of $337 thousand and $16 thousand for Entergy Arkansas and Entergy Texas, respectively, related to the lump sum benefits paid out of the plan.

The projected benefit obligation for their employees for the non-qualified plans as of December 31, 20162018 and 20152017 was as follows:
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2016
$3,897
 
$2,134
 
$2,296
 
$514
 
$8,665
2015
$4,694
 
$2,550
 
$2,185
 
$468
 
$8,832
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2018
$2,752
 
$1,881
 
$2,732
 
$206
 
$7,952
2017
$4,221
 
$2,061
 
$2,737
 
$583
 
$8,913


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The accumulated benefit obligation for their employees for the non-qualified plans as of December 31, 20162018 and 20152017 was as follows:
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2016
$3,439
 
$2,134
 
$1,961
 
$452
 
$8,333
2015
$4,495
 
$2,538
 
$1,802
 
$417
 
$8,460
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands)
2018
$2,519
 
$1,881
 
$2,427
 
$206
 
$7,724
2017
$3,825
 
$2,061
 
$2,250
 
$519
 
$8,602

The following amounts were recorded on the balance sheet as of December 31, 20162018 and 2015:2017:
2016 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
2018 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands) (In Thousands)
Current liabilities 
($242) 
($233) 
($137) 
($20) 
($773) 
($198) 
($229) 
($128) 
($16) 
($672)
Non-current liabilities (3,655) (1,901) (2,159) (495) (7,892) (2,554) (1,652) (2,604) (191) (7,280)
Total funded status 
($3,897) 
($2,134) 
($2,296) 
($515) 
($8,665) 
($2,752) 
($1,881) 
($2,732) 
($207) 
($7,952)
Regulatory asset/(liability) 
$2,914
 
$175
 
$876
 
($148) 
($316) 
$1,314
 
$79
 
$1,009
 
($579) 
($517)
Accumulated other comprehensive income (before taxes) 
$—
 
$13
 
$—
 
$—
 
$—
 
$—
 
$5
 
$—
 
$—
 
$—

2015 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
2017 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands) (In Thousands)
Current liabilities 
($2,128) 
($237) 
($119) 
($19) 
($773) 
($376) 
($231) 
($135) 
($21) 
($788)
Non-current liabilities (2,566) (2,313) (2,066) (449) (8,059) (3,845) (1,830) (2,603) (562) (8,125)
Total funded status 
($4,694) 
($2,550) 
($2,185) 
($468) 
($8,832) 
($4,221) 
($2,061) 
($2,738) 
($583) 
($8,913)
Regulatory asset/(liability) 
$2,356
 
$544
 
$883
 
($136) 
($333) 
$2,995
 
$166
 
$1,186
 
($140) 
$133
Accumulated other comprehensive income (before taxes) 
$—
 
$41
 
$—
 
$—
 
$—
 
$—
 
$11
 
$—
 
$—
 
$—


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Reclassification out of Accumulated Other Comprehensive Income (Loss)

Entergy and Entergy Louisiana reclassified the following costs out of accumulated other comprehensive income (loss) (before taxes and including amounts capitalized) as of December 31, 2016:2018:
Qualified Pension Costs Other Postretirement Costs Non-Qualified Pension Costs TotalQualified Pension Costs Other Postretirement Costs Non-Qualified Pension Costs Total
(In Thousands)(In Thousands)
Entergy              
Amortization of prior service cost
($1,079) 
$30,949
 
($456) 
$29,414

($398) 
$22,379
 
($281) 
$21,700
Acceleration of prior service cost due to curtailment(1,045) 
 
 (1,045)
Amortization of loss(49,930) (8,248) (2,515) (60,693)(87,828) (7,730) (3,628) (99,186)
Settlement loss
 
 (2,007) (2,007)(828) 
 (2,379) (3,207)

($52,054) 
$22,701
 
($4,978) 
($34,331)
($89,054) 
$14,649
 
($6,288) 
($80,693)
Entergy Louisiana              
Amortization of prior service cost
$—
 
$7,787
 
($1) 
$7,786

$—
 
$7,735
 
$—
 
$7,735
Amortization of loss(3,345) (2,926) (10) (6,281)(3,468) (1,550) (7) (5,025)

($3,345) 
$4,861
 
($11) 
$1,505

($3,468) 
$6,185
 
($7) 
$2,710

Entergy and Entergy Louisiana reclassified the following costs out of accumulated other comprehensive income (loss) (before taxes and including amounts capitalized) as of December 31, 2015:2017:
Qualified Pension Costs Other Postretirement Costs Non-Qualified Pension Costs TotalQualified Pension Costs Other Postretirement Costs Non-Qualified Pension Costs Total
(In Thousands)(In Thousands)
Entergy              
Amortization of prior service cost
($1,557)

$25,905
 
($428) 
$23,920

($261)

$26,867
 
($355) 
$26,251
Acceleration of prior service cost due to curtailment(374) 
 
 (374)
Amortization of loss(50,508) (17,613) (2,175) (70,296)(73,800) (8,805) (3,397) (86,002)
Settlement loss
 
 (1,401) (1,401)
 
 (7,544) (7,544)

($52,439) 
$8,292
 
($4,004) 
($48,151)
($74,061) 
$18,062
 
($11,296) 
($67,295)
Entergy Louisiana              
Amortization of prior service cost
$—


$7,467
 
($3) 
$7,464

$—


$7,735
 
($1) 
$7,734
Amortization of loss(3,003) (7,118) (19) (10,140)(3,459) (1,859) (9) (5,327)
Settlement loss
 
 (14) (14)

($3,003) 
$349
 
($36) 
($2,690)
($3,459) 
$5,876
 
($10) 
$2,407

Accounting for Pension and Other Postretirement Benefits

Accounting standards require an employer to recognize in its balance sheet the funded status of its benefit plans.  This is measured as the difference between plan assets at fair value and the benefit obligation.  Entergy uses a December 31 measurement date for its pension and other postretirement plans.  Employers are to record previously unrecognized gains and losses, prior service costs, and any remaining transition asset or obligation (that resulted from adopting prior pension and other postretirement benefits accounting standards) as comprehensive income and/or as a regulatory asset reflective of the recovery mechanism for pension and other postretirement benefit costs in the Registrant Subsidiaries’ respective regulatory jurisdictions.  For the portion of Entergy Louisiana that is not regulated, the unrecognized prior service cost, gains and losses, and transition asset/obligation for its pension and other postretirement

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benefit obligations are recorded as other comprehensive income.  Entergy Louisiana recovers other postretirement benefit costs on a pay-as-you-go basis and records the unrecognized prior service cost, gains and losses, and transition obligation for its other postretirement benefit obligation as other comprehensive income.  Accounting standards also require that changes in the funded status be recorded as other comprehensive income and/or a regulatory asset in the period in which the changes occur.

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

Qualified Pension and Other Postretirement Plans’ Assets

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

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

The target asset allocation for pension adjusts dynamically based on the pension plans’ funded status. The current targets are shown below. The expectation is that the allocation to fixed income securities will increase as the pension plans’ funded status increases.  The following ranges were established to produce an acceptable, economically efficient plan to manage around the targets.

TheFor postretirement assets the target and range asset allocation for postretirement assets reflectsallocations (as shown below) reflect recommendations made in the latest optimization study. The target asset allocations for postretirement assets adjust dynamically based on the funded status of each sub-account within each trust. The current weighted average targets shown below represent the aggregate of all targets for all sub-accounts within all trusts.

Entergy’s qualified pension and postretirement weighted-average asset allocations by asset category at December 31, 20162018 and 20152017 and the target asset allocation and ranges for 2018 are as follows:
Pension Asset Allocation Target Range Actual 2016 Actual 2015 Target Range Actual 2018 Actual 2017
Domestic Equity Securities 45% 37%to53% 46% 45% 39% 32%to46% 40% 45%
International Equity Securities 20% 16%to24% 20% 19% 19% 15%to23% 18% 20%
Fixed Income Securities 35% 32%to38% 33% 35% 42% 39%to45% 41% 34%
Other 0% 0%to10% 1% 1% 0% 0%to10% 1% 1%

Postretirement Asset AllocationNon-Taxable and Taxable Non-Taxable and Taxable
TargetRangeActual 2016Actual 2015 Target Range Actual 2018 Actual 2017
Domestic Equity Securities39%34%to44%40% 27% 22%to32% 27% 30%
International Equity Securities26%21%to31%27%24% 18% 13%to23% 17% 20%
Fixed Income Securities35%30%to40%33%36% 55% 50%to60% 56% 50%
Other0%to5%0% 0% 0%to5% 0% 0%


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

The expected long-term rate of return for the qualified pension plans’ assets is based primarily on the geometric average of the historical annual performance of a representative portfolio weighted by the target asset allocation defined in the table above, along with other indications of expected return on assets. The time period reflected is a long dated period spanning several decades.

The expected long-term rate of return for the non-taxable postretirement trust assets is determined using the same methodology described above for pension assets, but the aggregate asset allocation specific to the non-taxable postretirement assets is used.

For the taxable postretirement trust assets, the investment allocation includes tax-exempt fixed income securities.  This asset allocation, in combination with the same methodology employed to determine the expected return for other trustpostretirement assets (as described above), and with a modification to reflect applicable taxes, is used to produce the expected long-term rate of return for taxable postretirement trust assets.

Concentrations of Credit Risk

Entergy’s investment guidelines mandate the avoidance of risk concentrations.  Types of concentrations specified to be avoided include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, geographic area and individual security issuance.  As of December 31, 2016,2018, all investment managers and assets were materially in compliance with the approved investment guidelines, therefore there were no significant concentrations (defined as greater than 10 percent of plan assets) of credit risk in Entergy’s pension and other postretirement benefit plan assets.

Fair Value Measurements

Accounting standards provide the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Effective first quarter 2016, Entergy retrospectively adopted ASU 2015-07, which simplifies the disclosure for fair value investments by removing the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share as a practical expedient. For all periods presented investments which are valued using the net asset value per share as a practical expedient have not been assigned a level and are presented within the fair value tables only as a reconciling item to the total fair value of investments.

The three levels of the fair value hierarchy are described below:

Level 1 - Level 1 inputs are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

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

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-     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.

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If an asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Level 3 refers to securities valued based on significant unobservable inputs.
    
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The following tables set forth by level within the fair value hierarchy, measured at fair value on a recurring basis at December 31, 2016,2018, and December 31, 2015,2017, a summary of the investments held in the master trusts for Entergy’s qualified pension and other postretirement plans in which the Registrant Subsidiaries participate.

Qualified Defined Benefit Pension Plan Trusts
2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Thousands) (In Thousands)
Short-term investments 
$—
 
$3,610
(a)
$—
 
$3,610
 
$—
 
$7,715
(a)
$—
 
$7,715
Equity securities:                
Corporate stocks:                
Preferred 6,423
(b)
 
 6,423
 8,250
(b)
 
 8,250
Common 745,715
(b)39
(b)
 745,754
 695,003
(b)
(b)
 695,003
Common collective trusts (c) 
 
 
 2,072,743
 

 

 

 2,408,053
103-12 investment entities (h) 
 
 
 335,818
Registered investment companies 258,879
(d)
 
 258,879
 108,740
(d)
 
 108,740
Fixed income securities:                
U.S. Government securities 136
(b)370,545
(a)
 370,681
 
(b)675,880
(a)
 675,880
Corporate debt instruments 
 630,726
(a)
 630,726
 
 619,310
(a)
 619,310
Registered investment companies (e) 35,216
(d)2,695
(d)
 640,836
 29,374
(d)2,697
(d)
 931,439
Other 34
(f)105,613
(f)
 105,647
 1,866
(f)48,482
(f)
 50,348
Other:                
Insurance company general account (unallocated contracts) 
 37,111
  
(g)

 37,111
 
 39,322
(g)
 39,322
Total investments 
$1,046,403
 
$1,150,339
 
$—
 
$5,208,228
 
$843,233
 
$1,393,406
 
$—
 
$5,544,060
Cash       929
       2,591
Other pending transactions       8,869
       5,956
Less: Other postretirement assets included in total investments       (46,824)       (55,192)
Total fair value of qualified pension assets       
$5,171,202
       
$5,497,415


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2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Thousands) (In Thousands)
Equity securities:                
Corporate stocks:                
Preferred 
$6,409
(b)
$—
 
$—
 
$6,409
 
$11,461
(b)
$—
 
$—
 
$11,461
Common 686,335
(b)95
(b)
 686,430
 663,923
(b)34
(b)
 663,957
Common collective trusts (c) 

 

 

 1,873,218
 

 

 

 3,198,799
103-12 investment entities (h) 
 
 
 283,288
Registered investment companies 202,282
(d)
 
 202,282
 125,174
(d)
 
 125,174
Fixed income securities:                
U.S. Government securities 1,879
(b)343,805
(a)
 345,684
 
(b)638,832
(a)
 638,832
Corporate debt instruments 
 595,862
(a)
 595,862
 
 619,735
(a)
 619,735
Registered investment companies (e) 53,438
(d)2,685
(d)
 600,646
 45,768
(d)2,735
(d)
 764,251
Other 
 114,215
(f)
 114,215
 46
(f)62,559
(f)
 62,605
Other:                
Insurance company general account (unallocated contracts) 
 35,998
 
(g)

 35,998
 
 37,994
(g)
 37,994
Total investments 
$950,343
 
$1,092,660
 
$—
 
$4,744,032
 
$846,372
 
$1,361,889
 
$—
 
$6,122,808
Cash       373
       1,508
Other pending transactions       1,124
       5,179
Less: Other postretirement assets included in total investments       (38,096)       (58,179)
Total fair value of qualified pension assets       
$4,707,433
       
$6,071,316

Other Postretirement Trusts
2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Thousands) (In Thousands)
Equity securities:                
Common collective trust (c)       
$368,704
       
$244,729
Fixed income securities:        
        
U.S. Government securities 30,632
(b)43,097
(a)
 73,729
 63,174
(b)80,039
(a)
 143,213
Corporate debt instruments 
 58,787
(a)
 58,787
 
 105,989
(a)
 105,989
Registered investment companies 3,123
(d)
 
 3,123
 2,442
(d)
 
 2,442
Other 
 45,389
(f)
 45,389
 
 56,980
(f)
 56,980
Total investments 
$33,755
 
$147,273
 
$—
 
$549,732
 
$65,616
 
$243,008
 
$—
 
$553,353
Other pending transactions       104
       1,237
Plus: Other postretirement assets included in the investments of the qualified pension trust       46,824
       55,192
Total fair value of other postretirement assets       
$596,660
       
$609,782


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2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Thousands) (In Thousands)
Equity securities:                
Common collective trust (c)       
$348,604
       
$300,139
Fixed income securities:        
        
U.S. Government securities 33,789
(b)42,222
(a)
 76,011
 81,602
(b)76,790
(a)
 158,392
Corporate debt instruments 
 62,629
(a)
 62,629
 
 92,869
(a)
 92,869
Registered investment companies 3,572
(d)
 
 3,572
 3,127
(d)
 
 3,127
Other 
 49,677
(f)
 49,677
 
 45,627
(f)
 45,627
Total investments 
$37,361
 
$154,528
 
$—
 
$540,493
 
$84,729
 
$215,286
 
$—
 
$600,154
Other pending transactions       480
       994
Plus: Other postretirement assets included in the investments of the qualified pension trust       38,096
       58,179
Total fair value of other postretirement assets       
$579,069
       
$659,327

(a)Certain preferred stocks and certain fixed income debt securities (corporate, government, and securitized) are stated at fair value as determined by broker quotes.
(b)Common stocks, certain preferred stocks, and certain fixed income debt securities (government) are stated at fair value determined by quoted market prices.
(c)The common collective trusts hold investments in accordance with stated objectives.  The investment strategy of the trusts is to capture the growth potential of equity markets by replicating the performance of a specified index.  Net asset value per share of common collective trusts estimate fair value. Certain of these common collective trusts are not publicly quoted, and are valued by the fund administrators using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value table.
(d)Registered investment companies are money market mutual funds with a stable net asset value of one dollar per share. Registered investment companies may hold investments in domestic and international bond markets or domestic equities and estimate fair value using net asset value per share.
(e)Certain of these registered investment companies are not publicly quoted, and are valued by the fund administrators using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value table.
(f)The other remaining assets are U.S. municipal and foreign government bonds stated at fair value as determined by broker quotes.
(g)The unallocated insurance contract investments are recorded at contract value, which approximates fair value.  The contract value represents contributions made under the contract, plus interest, less funds used to pay benefits and contract expenses, and less distributions to the master trust.
(h)103-12 investment entities hold investments in accordance with stated objectives. The investment strategy of the investment entities is to capture the growth potential of international equity markets by replicating the performance of a specified index. 103-12 investment entities estimate fair value using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value table.



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Estimated Future Benefit Payments

Based upon the assumptions used to measure Entergy’s qualified pension and other postretirement benefit obligations at December 31, 2016,2018, and including pension and other postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for Entergy Corporation and its subsidiaries will be as follows:

Estimated Future Benefits Payments  Estimated Future Benefits Payments  
Qualified Pension Non-Qualified Pension Other Postretirement (before Medicare Subsidy) Estimated Future Medicare Subsidy ReceiptsQualified Pension Non-Qualified Pension Other Postretirement (before Medicare Subsidy) Estimated Future Medicare D Subsidy Receipts
(In Thousands)(In Thousands)
Year(s)              
2017
$316,770
 
$31,687
 
$83,638
 
$330
2018
$328,101
 
$12,251
 
$88,235
 
$1,069
2019
$343,982
 
$11,428
 
$92,511
 
$1,204

$552,111
 
$16,964
 
$78,232
 
$865
2020
$362,642
 
$13,183
 
$95,167
 
$1,357

$437,699
 
$14,679
 
$80,312
 
$977
2021
$375,354
 
$11,321
 
$98,043
 
$1,518

$461,562
 
$10,563
 
$81,718
 
$1,102
2022 - 2026
$2,128,911
 
$79,373
 
$510,419
 
$10,336
2022
$467,822
 
$17,805
 
$82,624
 
$1,229
2023
$480,531
 
$17,578
 
$82,337
 
$1,370
2024 - 2028
$2,481,536
 
$68,687
 
$400,498
 
$9,007

Based upon the same assumptions, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for the Registrant Subsidiaries for their employees will be as follows:
Estimated Future Qualified Pension Benefits Payments Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Year(s)                        
2017 
$76,603
 
$73,648
 
$21,416
 
$8,829
 
$20,614
 
$14,314
2018 
$77,401
 
$75,927
 
$21,944
 
$9,129
 
$21,230
 
$14,681
2019 
$78,484
 
$78,351
 
$22,423
 
$9,467
 
$21,753
 
$15,147
 
$100,948
 
$145,515
 
$30,687
 
$18,436
 
$34,401
 
$20,792
2020 
$79,804
 
$81,148
 
$23,135
 
$9,979
 
$22,429
 
$15,747
 
$91,941
 
$101,275
 
$27,376
 
$12,476
 
$27,273
 
$19,907
2021 
$81,382
 
$84,705
 
$23,801
 
$10,577
 
$23,048
 
$16,359
 
$92,675
 
$104,465
 
$27,023
 
$12,555
 
$27,137
 
$20,628
2022 - 2026 
$436,154
 
$479,274
 
$127,886
 
$60,044
 
$122,832
 
$98,295
2022 
$94,051
 
$106,307
 
$27,348
 
$12,938
 
$27,420
 
$21,678
2023 
$94,474
 
$107,771
 
$27,773
 
$13,250
 
$27,797
 
$21,970
2024 - 2028 
$479,455
 
$547,028
 
$139,930
 
$64,413
 
$129,657
 
$114,223
Estimated Future Non-Qualified Pension Benefits Payments Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands) (In Thousands)
Year(s)                    
2017 
$242
 
$233
 
$137
 
$20
 
$773
2018 
$351
 
$222
 
$126
 
$20
 
$741
2019 
$282
 
$211
 
$124
 
$51
 
$716
 
$198
 
$229
 
$128
 
$16
 
$672
2020 
$318
 
$200
 
$245
 
$34
 
$799
 
$295
 
$217
 
$306
 
$16
 
$733
2021 
$282
 
$189
 
$167
 
$36
 
$690
 
$254
 
$204
 
$203
 
$16
 
$753
2022 - 2026 
$2,192
 
$776
 
$901
 
$361
 
$3,637
2022 
$503
 
$194
 
$213
 
$15
 
$686
2023 
$356
 
$180
 
$191
 
$15
 
$904
2024 - 2028 
$1,295
 
$711
 
$1,633
 
$72
 
$3,481


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Estimated Future Other Postretirement Benefits Payments (before Medicare Part D Subsidy) Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Year(s)                        
2017 
$16,195
 
$19,284
 
$4,522
 
$4,054
 
$7,137
 
$3,331
2018 
$16,505
 
$19,986
 
$4,772
 
$4,086
 
$7,576
 
$3,392
2019 
$16,524
 
$20,700
 
$4,859
 
$4,126
 
$7,904
 
$3,505
 
$13,709
 
$17,933
 
$4,320
 
$3,634
 
$5,802
 
$3,082
2020 
$16,410
 
$21,218
 
$5,032
 
$4,084
 
$8,155
 
$3,555
 
$13,520
 
$18,306
 
$4,508
 
$3,576
 
$5,964
 
$3,068
2021 
$16,610
 
$21,804
 
$5,192
 
$4,065
 
$8,443
 
$3,706
 
$13,444
 
$18,526
 
$4,615
 
$3,468
 
$6,109
 
$3,160
2022 - 2026 
$82,670
 
$114,287
 
$26,500
 
$19,532
 
$42,855
 
$19,376
2022 
$13,183
 
$18,714
 
$4,689
 
$3,326
 
$6,206
 
$3,163
2023 
$12,926
 
$18,842
 
$4,686
 
$3,251
 
$6,207
 
$3,126
2024 - 2028 
$61,088
 
$91,994
 
$23,192
 
$14,573
 
$29,810
 
$14,814

Estimated Future Medicare Part D Subsidy Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands) (In Thousands)
Year(s)                        
2017 
$73
 
$75
 
$26
 
$18
 
$30
 
$10
2018 
$235
 
$242
 
$83
 
$53
 
$93
 
$33
2019 
$265
 
$268
 
$91
 
$56
 
$100
 
$40
 
$192
 
$193
 
$66
 
$39
 
$71
 
$28
2020 
$296
 
$297
 
$99
 
$59
 
$108
 
$47
 
$216
 
$215
 
$72
 
$42
 
$77
 
$34
2021 
$325
 
$330
 
$107
 
$61
 
$115
 
$54
 
$239
 
$240
 
$79
 
$44
 
$84
 
$39
2022 - 2026 
$2,119
 
$2,193
 
$666
 
$353
 
$723
 
$424
2022 
$264
 
$265
 
$85
 
$46
 
$91
 
$46
2023 
$291
 
$292
 
$92
 
$48
 
$97
 
$54
2024 - 2028 
$1,836
 
$1,919
 
$559
 
$270
 
$599
 
$394

Contributions

Entergy currently expects to contribute approximately $408.6$176.9 million to its qualified pension plans and approximately $53.1$47.6 million to other postretirement plans in 2017.2019.  The expected 20172019 pension and other postretirement plan contributions of the Registrant Subsidiaries for their employees are shown below.  The 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

The Registrant Subsidiaries expect to contribute approximately the following to the qualified pension and other postretirement plans for their employees in 2017:2019:
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System EnergyEntergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
(In Thousands)(In Thousands)
Pension Contributions
$79,386
 
$87,702
 
$19,117
 
$9,904
 
$17,000
 
$18,096

$27,112
 
$26,451
 
$7,701
 
$1,800
 
$1,645
 
$8,285
Other Postretirement Contributions
$525
 
$19,284
 
$140
 
$3,669
 
$3,231
 
$690

$501
 
$17,933
 
$123
 
$2,140
 
$56
 
$20


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Actuarial Assumptions

The significant actuarial assumptions used in determining the pension PBO and the other postretirement benefit APBO as of December 31, 20162018 and 20152017 were as follows:
2016 20152018 2017
Weighted-average discount rate:      
Qualified pension4.30% - 4.49% Blended 4.39% 4.51% - 4.79% Blended 4.67%4.37% - 4.52% Blended 4.47% 3.70% - 3.82% Blended 3.78%
Other postretirement4.30% 4.60%4.42% 3.72%
Non-qualified pension3.63% 3.84%3.98% 3.34%
Weighted-average rate of increase in future compensation levels3.98% 4.23%3.98% 3.98%
Assumed health care trend rate:  
Pre-656.55% 6.75%6.59% 6.95%
Post-657.25% 7.55%7.15% 7.25%
Ultimate rate4.75% 4.75%4.75% 4.75%
Year ultimate rate is reached and beyond:
 
 
Pre-652026 20242027 2027
Post-652026 20242026 2027

The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
Weighted-average discount rate:          
Qualified pension:  
Service cost5.00% 4.27% 5.14%3.89% 4.75% 5.00%
Interest cost3.90% 4.27% 5.14%3.44% 3.73% 3.90%
Other postretirement:  
Service cost4.92% 4.23% 5.05%3.88% 4.60% 4.92%
Interest cost3.78% 4.23% 5.05%3.33% 3.61% 3.78%
Non-qualified pension:  
Service cost3.65% 3.61% 4.29%3.35% 3.65% 3.65%
Interest cost3.10% 3.61% 4.29%2.76% 3.10% 3.10%
Weighted-average rate of increase in future compensation levels4.23% 4.23% 4.23%3.98% 3.98% 4.23%
Expected long-term rate of return on plan assets:          
Pension assets7.75% 8.25% 8.50%7.50% 7.50% 7.75%
Other postretirement non-taxable assets7.75% 8.05% 8.30%6.50% - 7.50% 6.50% - 7.50% 7.75%
Other postretirement taxable assets6.00% 6.25% 6.50%5.50% 5.75% 6.00%
Assumed health care trend rate:  
Pre-656.75% 7.10% 7.25%6.95% 6.55% 6.75%
Post-657.55% 7.70% 7.00%7.25% 7.25% 7.55%
Ultimate rate4.75% 4.75% 4.75%4.75% 4.75% 4.75%
Year ultimate rate is reached and beyond:
 
 

 
 
Pre-652024 2023 20222027 2026 2024
Post-652024 2023 20222027 2026 2024
    

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In 2016, Entergy refined its approach to estimating the service cost and interest cost components of qualified pension, other postretirement, and non-qualified pension costs. Under the refined approach, instead of using the weighted-average obligation discount rates at the beginning of the year, 2016 service cost and interest costs’ expected cash flows were discounted by the applicable spot rates. The refinement in approach was a change in accounting estimate and, accordingly, the effect was reflected prospectively. The measurement of the benefit obligation was not affected.
    
With respect to the mortality assumptions, Entergy used the RP-2014 Employee and Healthy Annuitant Tables (adjusted to base year 2006) with a fully generational MP-2016MP-2018 projection scale, in determining its December 31, 20162018 pension plans’ PBOs and other postretirement benefit APBO. Entergy used the RP-2014 Employee and Healthy Annuitant Tables (adjusted to base year 2006) with a fully generational MP-2015MP-2017 projection scale, in determining its December 31, 20152017 pension plans’ PBOs and other postretirement benefit APBO.

Entergy’s health care cost trend is affected by both medical cost inflation, and with respect to capped costs, the effects of general inflation. A one percentage point change in Entergy’s assumed health care cost trend rate for 20162018 would have the following effects:
 1 Percentage Point Increase 1 Percentage Point Decrease 1 Percentage Point Increase 1 Percentage Point Decrease
2016 Impact on the APBO Impact on the sum of service costs and interest cost Impact on the APBO Impact on the sum of service costs and interest cost
2018 Impact on the APBO Impact on the sum of service costs and interest cost Impact on the APBO Impact on the sum of service costs and interest cost
 
Increase /(Decrease)
(In Thousands)
 
Increase /(Decrease)
(In Thousands)
Entergy Corporation and its subsidiaries 
$173,057
 
$12,281
 
($144,460) 
($9,928) 
$120,335
 
$9,254
 
($100,393) 
($7,593)

The Registrant Subsidiaries’ health care cost trend is affected by both medical cost inflation, and with respect to capped costs, the effects of general inflation. A one percentage point change in the assumed health care cost trend rate for 20162018 would have the following effects for the Registrant Subsidiaries for their employees:
 1 Percentage Point Increase 1 Percentage Point Decrease 1 Percentage Point Increase 1 Percentage Point Decrease
2016 Impact on the APBO Impact on the sum of service costs and interest cost Impact on the APBO Impact on the sum of service costs and interest cost
2018 Impact on the APBO Impact on the sum of service costs and interest cost Impact on the APBO Impact on the sum of service costs and interest cost
 
Increase/(Decrease)
(In Thousands)
 
Increase/(Decrease)
(In Thousands)
Entergy Arkansas 
$25,743
 
$1,609
 
($21,520) 
($1,313) 
$15,906
 
$1,129
 
($13,323) 
($942)
Entergy Louisiana 
$37,874
 
$2,910
 
($31,510) 
($2,343) 
$27,684
 
$2,112
 
($23,071) 
($1,732)
Entergy Mississippi 
$7,997
 
$625
 
($6,710) 
($498) 
$6,768
 
$460
 
($5,665) 
($379)
Entergy New Orleans 
$4,941
 
$259
 
($4,184) 
($214) 
$3,281
 
$217
 
($2,784) 
($180)
Entergy Texas 
$14,187
 
$758
 
($11,896) 
($619) 
$8,673
 
$605
 
($7,292) 
($498)
System Energy 
$7,750
 
$489
 
($6,401) 
($394) 
$5,537
 
$416
 
($4,578) 
($339)

Defined Contribution Plans

Entergy sponsors the Savings Plan of Entergy Corporation and Subsidiaries (System Savings Plan).  The System Savings Plan is a defined contribution plan covering eligible employees of Entergy and certain of its subsidiaries. The participating employing Entergy subsidiary makes matching contributions to the System Savings Plan for all eligible participating employees in an amount equal to either 70% or 100% of the participants’ basic contributions, up to 6% of their eligible earnings per pay period.  The matching contribution is allocated to investments as directed by the employee.


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Entergy also sponsors the Savings Plan of Entergy Corporation and Subsidiaries IV (established in March 2002), the Savings Plan of Entergy Corporation and Subsidiaries VI (established in April 2007), and the Savings Plan of Entergy Corporation and Subsidiaries VII (established in April 2007) to which matching contributions are also made.  The plans are defined contribution plans that cover eligible employees, as defined by each plan, of Entergy and certain of its subsidiaries. Effective as of the close of business on December 31, 2017, the Savings Plan of Entergy Corporation and Subsidiaries IV (Entergy Savings Plan IV) was merged into the System Savings Plan and all of the assets of Entergy Savings Plan IV were transferred to the System Savings Plan.   

Entergy’s subsidiaries’ contributions to defined contribution plans collectively were $54.3 million in 2018, $49.1 million in 2017, and $47 million in 2016, $44.4 million in 2015, and $43.3 million in 2014.2016.  The majority of the contributions were to the System Savings Plan.

The Registrant Subsidiaries’ 2016, 2015,2018, 2017, and 20142016 contributions to defined contribution plans for their employees were as follows:
Year
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
 (In Thousands) (In Thousands)
2018 
$3,985
 
$5,450
 
$2,307
 
$795
 
$1,992
2017 
$3,741
 
$5,079
 
$2,133
 
$731
 
$1,865
2016 
$3,528
 
$4,746
 
$1,997
 
$708
 
$1,778
 
$3,528
 
$4,746
 
$1,997
 
$708
 
$1,778
2015 
$3,242
 
$4,324
 
$1,920
 
$721
 
$1,620
2014 
$3,044
 
$4,133
 
$1,855
 
$710
 
$1,563


NOTE 12.    STOCK-BASED COMPENSATION (Entergy Corporation)

Entergy grants stock options, restricted stock, performance units, and restricted stock unit awardsunits to key employees of the Entergy subsidiaries under its Equity Ownership Plans which are shareholder-approved stock-based compensation plans.  The Equity Ownership Plan, as restated in February 2003, expired December 31, 2016. Effective January 1, 2007, Entergy’s shareholders approved the 2007 Equity Ownership and Long-Term Cash Incentive Plan (2007 Plan).  The maximum aggregate number of common shares that were available for issuance from the 2007 Plan for stock-based awards was 7,000,000 with no more than 2,000,000 available for non-option grants.  The 2007 Plan, which only applied to awards granted between January 1, 2007 and May 5, 2011, will expire after 10 years.  Effective May 6, 2011, Entergy’s shareholders approved the 2011 Equity Ownership and Long-Term Cash Incentive Plan (2011 Plan).  The maximum number of common shares that were available for issuance from the 2011 Plan for stock-based awards was 5,500,000 with no more than 2,000,000 available for incentive stock option grants.  The 2011 Plan, which only applied to awards granted between May 6, 2011 and May 7, 2015, will expire after 10 years.  Effective May 8, 2015, Entergy’s shareholders approved the 2015 Equity Ownership and Long-Term Cash Incentive Plan (2015 Plan).  The maximum number of common shares that can be issued from the 2015 Plan for stock-based awards is 6,900,000 with no more than 1,500,000 available for incentive stock option grants.  The 2015 Plan which only applies to awards granted on or after May 6, 2011, will8, 2015 and awards expire after 10 years.ten years from the date of grant. As of December 31, 2016,2018, there were 5,192,4632,006,268 authorized shares remaining for stock-based awards, including 1,500,000 for incentive stock option grants.

Stock Options

Stock options are granted at exercise prices that equal the closing market price of Entergy Corporation common stock on the date of grant.  Generally, stock options granted will become exercisable in equal amounts on each of the first three anniversaries of the date of grant.  Unless they are forfeited previously under the terms of the grant, options expire 10 years after the date of the grant if they are not exercised.

The following table includes financial information for stock options for each of the years presented:
 2018 2017 2016
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$4.3 $4.4 $4.4
Tax benefit recognized in Entergy’s consolidated net income$1.1 $1.7 $1.7
Compensation cost capitalized as part of fixed assets and inventory$0.7 $0.7 $0.7


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The following table includes financial information for stock options for each of the years presented:
 2016 2015 2014
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$4.4 $4.3 $4.1
Tax benefit recognized in Entergy’s consolidated net income$1.7 $1.6 $1.6
Compensation cost capitalized as part of fixed assets and inventory$0.7 $0.7 $0.7

Entergy determines the fair value of the stock option grants by considering factors such as lack of marketability, stock retention requirements, and regulatory restrictions on exercisability in accordance with accounting standards.  The stock option weighted-average assumptions used in determining the fair values are as follows:
2016 2015 20142018 2017 2016
Stock price volatility20.38% 23.62% 24.67%17.44% 18.39% 20.38%
Expected term in years7.25 7.06 6.957.33 7.35 7.25
Risk-free interest rate1.77% 1.59% 2.16%2.54% 2.31% 1.77%
Dividend yield4.50% 4.50% 4.75%4.75% 4.75% 4.50%
Dividend payment per share$3.42 $3.34 $3.32$3.58 $3.50 $3.42

Stock price volatility is calculated based upon the daily public stock price volatility of Entergy Corporation common stock over a period equal to the expected term of the award.  The expected term of the options is based upon historical option exercises and the weighted average life of options when exercised and the estimated weighted average life of all vested but unexercised options.  In 2008, Entergy implemented stock ownership guidelines for its senior executive officers.  These guidelines require an executive officer to own shares of Entergy Corporation common stock equal to a specified multiple of his or her salary.  Until an executive officer achieves this ownership position the executive officer is required to retain 75% of the net-of-tax net profit upon exercise of the option to be held in Entergy Corporation common stock.  The reduction in fair value of the stock options due to this restriction is based upon an estimate of the call option value of the reinvested gain discounted to present value over the applicable reinvestment period. 

A summary of stock option activity for the year ended December 31, 20162018 and changes during the year are presented below:
 
 
 
Number
of Options
 
Weighted-
Average
Exercise
Price
 
 
Aggregate
Intrinsic
Value
 
Weighted-
Average
Contractual Life
Options outstanding as of January 1, 20167,399,820
 $84.19    
Options granted696,900
 $70.56    
Options exercised(488,131) $67.83    
Options forfeited/expired(471,379) $69.99    
Options outstanding as of December 31, 20167,137,210
 $84.91 $— 3.35 years
Options exercisable as of December 31, 20166,011,816
 $86.96 $— 2.38 years
Weighted-average grant-date fair value of options granted during 2016$7.40      
 
 
 
Number
of Options
 
Weighted-
Average
Exercise
Price
 
 
Aggregate
Intrinsic
Value
 
Weighted-
Average
Contractual Life
Options outstanding as of January 1, 20185,164,854
 $83.26    
Options granted687,400
 $78.08    
Options exercised(1,419,087) $72.76    
Options forfeited/expired(1,439,834) $108.00    
Options outstanding as of December 31, 20182,993,333
 $75.14 $32,708,805 6.48 years
Options exercisable as of December 31, 20181,709,905
 $75.64 $17,826,376 4.99 years
Weighted-average grant-date fair value of options granted during 2018$6.99      

The weighted-average grant-date fair value of options granted during the year was $11.41$6.54 for 20152017 and $8.71$7.40 for 2014.2016.  The total intrinsic value of stock options exercised was $19 million during 2018, $11 million during 2017, and $5 million during 2016, $5 million during 2015, and $26 million during 2014.2016.  The intrinsic value, which has no effect on net income, of the outstanding stock options exercised is calculated by the positive difference between the weighted average exercise price of the stock options granted and Entergy Corporation’s common stock price as of December 31, 2016.  Because Entergy’s year-end stock

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price was less than the weighted average exercise price, the2018.  The aggregate intrinsic value of the stock options outstanding as of December 31, 20162018 was zero.$33 million. The intrinsic value of “in the money” stock options is $11$34 million as of December 31, 2016.2018. Entergy recognizes compensation cost over the vesting period of the options based on their grant-date fair value.  The total fair value of options that vested was approximately $4 million during 2018, $6 million during 2017, and $5 million during 2016, $4 million during 2015, and $4 million during 2014.2016. Cash received from option exercises was $33$103 million for the year ended December 31, 2016.2018. The tax benefits realized from options exercised was $2$5 million for the year ended December 31, 2016.2018.


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The following table summarizes information about stock options outstanding as of December 31, 2016:2018:
 Options Outstanding Options Exercisable  Options Outstanding Options Exercisable
Range ofRange of As of Weighted-Average Remaining Contractual Life-Yrs. Weighted Average Exercise Price Number Exercisable as of Weighted Average Exercise PriceRange of As of Weighted-Average Remaining Contractual Life-Yrs. Weighted Average Exercise Price Number Exercisable as of Weighted Average Exercise Price
Exercise PricesExercise Prices 12/31/2016 12/31/2016 Exercise Prices 12/31/2018 12/31/2018 

$51 -$64.99 798,308
 6.68 $63.75 627,893
 $63.90$51 -$64.99 322,500
 4.71 $63.70 322,500
 $63.70

$65 -$78.99 2,853,753
 4.66 $74.47 2,161,853
 $75.72$65 -$78.99 2,229,833
 6.81 $73.88 946,405
 $73.07

$79 -$91.99 2,050,549
 1.84 $91.40 1,787,470
 $91.62$79 -$91.99 441,000
 6.08 $89.90 441,000
 $89.90

$92 -$108.20 1,434,600
 1.06 $108.20 1,434,600
 $108.20$51 -$91.99 2,993,333
 6.48 $75.14 1,709,905
 $75.64

$51 -$108.20 7,137,210
 3.35 $84.91 6,011,816
 $86.96

Stock-based compensation cost related to non-vested stock options outstanding as of December 31, 20162018 not yet recognized is approximately $6$5 million and is expected to be recognized over a weighted-average period of 1.701.68 years.

Restricted Stock Awards

In January 2016 the Board approved and Entergy granted 370,000grants restricted stock awards earned under its stock benefit plans in the 2015 Equity Ownership and Long-term Cash Incentive Plan.  The restrictedform of stock awards were made effective as of January 28, 2016 and were valued at $70.56 per share, which was the closing price of Entergy Corporation’s common stock on that date.units. One-third of the restricted stock awards will vest upon each anniversary of the grant date and are expensed ratably over the three year vesting period.  Shares of restricted stock have the same dividend and voting rights as other common stock and are considered issued and outstanding shares of Entergy upon vesting. In January 2018 the Board approved and Entergy granted 333,850 restricted stock awards under the 2015 Equity Ownership Plan.  The restricted stock awards were made effective as of January 25, 2018 and were valued at $78.08 per share, which was the closing price of Entergy Corporation’s common stock on that date.  

The following table includes information about the restricted stock awards outstanding as of December 31, 2016:2018:
Shares Weighted-Average Grant Date Fair Value Per ShareShares Weighted-Average Grant Date Fair Value Per Share
Outstanding shares at January 1, 2016642,729
 $75.88
Outstanding shares at January 1, 2018709,611
 $72.92
Granted401,358
 $70.89364,306
 $77.75
Vested(324,862) $71.83(332,614) $75.54
Forfeited(35,751) $77.38(47,777) $73.37
Outstanding shares at December 31, 2016683,474
 $74.80
Outstanding shares at December 31, 2018693,526
 $74.17

The following table includes financial information for restricted stock for each of the years presented:
 2018 2017 2016
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$19.8 $19.7 $19.8
Tax benefit recognized in Entergy’s consolidated net income$5.1 $7.6 $7.6
Compensation cost capitalized as part of fixed assets and inventory$5.7 $5.2 $4.5

The total fair value of the restricted stock awards granted was $28 million, $29 million, and $29 million for the years ended December 31, 2018, 2017, and 2016.


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The following table includes financial information for restricted stock for each of the years presented:
 2016 2015 2014
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$19.8 $19.5 $19.3
Tax benefit recognized in Entergy’s consolidated net income$7.6 $7.5 $7.5
Compensation cost capitalized as part of fixed assets and inventory$4.5 $3.9 $3.1

The total fair value of the restricted stock awards granted was $29 million, $29 million, and $24 million for the years ended December 31, 2016, 2015, and 2014, respectively.

The total fair value of the restricted stock awards vested was $23$25 million, $29$24 million, and $17$23 million for the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively.

Long-Term Performance Unit Program

Entergy grants long-term incentive awards earned under its stock benefit plans in the form of performance units, which represents the value of one share of Entergy Corporation common stock at the end of the three-year performance period, plus dividends accrued during the performance period. The Long-Term Performance Unit Program specifies a minimum, target, and maximum achievement level, the achievement of which will determine the number of performance units that may be earned. Entergy measures performance by assessing Entergy’s total shareholder return relative to the total shareholder return of the companies in the Philadelphia Utility Index. ThereFor the 2018-2020 performance period, a cumulative Utility earnings metric was added to the Long-Term Performance Unit Program to supplement the relative total shareholder return measure that historically has been used in this program with each measure equally weighted. For each metric, there is no payout for performance that falls within the lowest quartile of performance of the peer companies.performance.  For top quartile performance, a maximum payout of 200% of target is earned.

The costs of incentive awards are charged to income over the 3-year period.  In January 20162018 the Board approved and Entergy granted 199,800182,408 performance units under the 2015 Equity Ownership and Long-Term Cash Incentive Plan.  The performance units were made effective as of January 28, 2016,25, 2018, and half were valued at $84.52$78.08 per share, the closing price of Entergy’s common stock on that date; and half were valued at $86.75 per share. Shares of the performance units 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.

The following table includes information about the long-term performance units outstanding at the target level as of December 31, 2016:2018:
Shares Weighted-Average Grant Date Fair Value Per ShareShares Weighted-Average Grant Date Fair Value Per Share
Outstanding shares at January 1, 2016568,482
 $75.33
Outstanding shares at January 1, 2018534,151
 $83.60
Granted241,236
 $85.26199,859
 $82.03
Vested(54,103) $65.36(50,812) $99.02
Forfeited(184,064) $70.53(116,572) $95.51
Outstanding shares at December 31, 2016571,551
 $82.02
Outstanding shares at December 31, 2018566,626
 $79.21

The following table includes financial information for the long-term performance units for each of the years presented:
 2018 2017 2016
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$11.5 
$10.8
 
$12.3
Tax benefit recognized in Entergy’s consolidated net income$2.9 
$4.2
 
$4.8
Compensation cost capitalized as part of fixed assets and inventory$3.3 
$3.0
 
$2.9
The total fair value of the long-term performance units granted was $16 million, $19 million, and $21 million for the years ended December 31, 2018, 2017, and 2016, respectively.

In January 2018, Entergy issued 50,812 shares of Entergy Corporation common stock at a share price of $78.51 for awards earned and dividends accrued under the 2015-2017 Long-Term Performance Unit Program. In January 2017, Entergy issued 86,964 shares of Entergy Corporation common stock at a share price of $71.89 for awards earned

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The following table includes financial information forand dividends accrued under the long-term performance units for each of the years presented:
 2016 2015 2014
 (In Millions)
Compensation expense included in Entergy’s consolidated net income$12.3 
$11.8
 
$10.7
Tax benefit recognized in Entergy’s consolidated net income$4.8 
$4.5
 
$4.1
Compensation cost capitalized as part of fixed assets and inventory$2.9 
$2.3
 
$1.5

The total fair value of the long-term performance units granted was $21 million, $16 million and $16 million for the years ended December 31, 2016, 2015, and 2014, respectively.

2014-2016 Long-Term Performance Unit Program. In January 2016, Entergy issued 54,103 shares of Entergy Corporation common stock at a share price of $68.09 for awards earned and dividends accrued under the 2013-2015 Long-Term Performance Unit Program. In January 2015, Entergy issued 105,503 shares of Entergy Corporation common stock at a share price of $88.67 for awards earned and dividends accrued under the 2012-2014 Long-Term Performance Unit Program. There was no payout in 2014 for the performance units applicable to the 2011-2013 Long-Term Performance Unit Program.

Restricted Stock Unit Awards

Entergy grants restricted stock unit awards earned under its stock benefit plans in the form of stock units that are subject to time-based restrictions.  The restricted stock units may be settled in shares of Entergy Corporation common stock or the cash value of shares of Entergy Corporation common stock at the time of vesting.  The costs of restricted stock unit awards are charged to income over the restricted period, which varies from grant to grant.  The average vesting period for restricted stock unit awards granted is 4239 months.  As of December 31, 2016,2018, there were 181,650186,763 unvested restricted stock units that are expected to vest over an average period of 3018 months.

The following table includes information about the restricted stock unit awards outstanding as of December 31, 2016:2018:
 Shares Weighted-Average Grant Date Fair Value Per Share
Outstanding shares at January 1, 2016145,018
 $72.03
Granted70,800
 $76.25
Vested(30,668) $70.66
Forfeited(3,500) $66.83
Outstanding shares at December 31, 2016181,650
 $74.94
 Shares Weighted-Average Grant Date Fair Value Per Share
Outstanding shares at January 1, 2018201,570
 $75.48
Granted22,850
 $79.11
Vested(37,657) $72.97
Outstanding shares at December 31, 2018186,763
 $76.43

The following table includes financial information for restricted stock unit awards for each of the years presented:
2016 2015 20142018 2017 2016
(In Millions)(In Millions)
Compensation expense included in Entergy’s consolidated net income$2.2 $0.9 $2.2$2.9 $2.5 $2.2
Tax benefit recognized in Entergy’s consolidated net income$0.8 $0.4 $0.9$0.7 $1.0 $0.8
Compensation cost capitalized as part of fixed assets and inventory$0.4 $0.3 $0.3$0.7 $0.6 $0.4

The total fair value of the restricted stock unit awards granted was $5$2 million, $4$3 million, and $3$5 million for the years ended December 31, 2018, 2017, and 2016, 2015, and 2014, respectively.

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The total fair value of the restricted stock unit awards vested was $2 million, $4 million, and $3 million, for the years ended December 31, 2016, 2015, and 2014, respectively.

Entergy paid $2 million, $1$0.4 million, and $2 million for the years ended December 31, 2018, 2017, and 2016, 2015, and 2014, respectively, for awards under the Restricted Stock Units Awards Plan.respectively.


NOTE 13. BUSINESS SEGMENT INFORMATION  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Entergy’s reportable segments as of December 31, 20162018 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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating 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.

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Entergy’s segment financial information is as follows:
2016 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
2018 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
 (In Thousands) (In Thousands)
Operating revenues 
$8,996,106
 
$1,849,638
 
$—
 
($99) 
$10,845,645
 
$9,540,670
 
$1,468,905
 
$—
 
($123) 
$11,009,452
Asset write-offs, impairments, and related charges 
$—
 
$2,835,637
 
$—
 
$—
 
$2,835,637
 
$—
 
$532,321
 
$—
 
$—
 
$532,321
Depreciation, amortization, & decommissioning 
$1,298,043
 
$374,922
 
$1,647
 
$—
 
$1,674,612
 
$1,367,944
 
$388,732
 
$1,274
 
$—
 
$1,757,950
Interest and investment income 
$189,994
 
$108,466
 
$27,385
 
($180,718) 
$145,127
 
$203,936
 
$14,543
 
$31,602
 
($186,217) 
$63,864
Interest expense 
$557,546
 
$22,858
 
$139,090
 
($53,124) 
$666,370
 
$552,919
 
$33,694
 
$179,358
 
($58,623) 
$707,348
Income taxes 
$424,388
 
($1,192,263) 
($49,384) 
$—
 
($817,259) 
($732,548) 
($269,025) 
($35,253) 
$—
 
($1,036,826)
Consolidated net income (loss) 
$1,151,133
 
($1,493,124) 
($94,917) 
($127,595) 
($564,503) 
$1,495,061
 
($340,641) 
($164,271) 
($127,594) 
$862,555
Total assets 
$41,098,751
 
$6,696,038
 
$1,283,816
 
($3,174,171) 
$45,904,434
 
$44,777,167
 
$5,459,275
 
$733,366
 
($2,694,742) 
$48,275,066
Investment in affiliates - at equity 
$198
 
$—
 
$—
 
$—
 
$198
Cash paid for long-lived asset additions 
$3,754,225
 
$289,639
 
$393
 
$—
 
$4,044,257
 
$3,987,424
 
$283,707
 
$86
 
$—
 
$4,271,217

2017 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
  (In Thousands)
Operating revenues 
$9,417,866
 
$1,656,730
 
$—
 
($115) 
$11,074,481
Asset write-offs, impairments, and related charges 
$—
 
$538,372
 
$—
 
$—
 
$538,372
Depreciation, amortization, & decommissioning 
$1,345,906
 
$448,079
 
$1,678
 
$—
 
$1,795,663
Interest and investment income 
$218,317
 
$224,121
 
$21,669
 
($175,910) 
$288,197
Interest expense 
$547,301
 
$23,714
 
$139,619
 
($48,291) 
$662,343
Income taxes 
$794,616
 
($146,480) 
($105,566) 
$—
 
$542,570
Consolidated net income (loss) 
$773,148
 
($172,335) 
($47,840) 
($127,620) 
$425,353
Total assets 
$42,978,669
 
$5,638,009
 
$1,011,612
 
($2,921,141) 
$46,707,149
Investment in affiliates - at equity 
$198
 
$—
 
$—
 
$—
 
$198
Cash paid for long-lived asset additions 
$3,680,513
 
$320,667
 
$438
 
$—
 
$4,001,618


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2015 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
  (In Thousands)
Operating revenues 
$9,451,486
 
$2,061,827
 
$—
 
($62) 
$11,513,251
Asset write-offs, impairments, and related charges 
$68,672
 
$2,036,234
 
$—
 
$—
 
$2,104,906
Depreciation, amortization, & decommissioning 
$1,238,832
 
$376,560
 
$2,156
 
$—
 
$1,617,548
Interest and investment income 
$191,546
 
$148,654
 
$34,303
 
($187,441) 
$187,062
Interest expense 
$543,132
 
$26,788
 
$129,750
 
($56,201) 
$643,469
Income taxes 
$16,761
 
($610,339) 
($49,349) 
$—
 
($642,927)
Consolidated net income (loss) 
$1,114,516
 
($1,065,657) 
($74,353) 
($131,240) 
($156,734)
Total assets 
$38,356,906
 
$8,210,183
 
($461,505) 
($1,457,903) 
$44,647,681
Investment in affiliates - at equity 
$199
 
$4,142
 
$—
 
$—
 
$4,341
Cash paid for long-lived asset additions 
$2,495,194
 
$569,824
 
$236
 
$—
 
$3,065,254

2014 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
2016 
 
 
Utility
 Entergy Wholesale Commodities* 
 
 
All Other
 
 
 
Eliminations
 
 
 
Consolidated
 (In Thousands) (In Thousands)
Operating revenues 
$9,773,822
 
$2,719,404
 
$1,821
 
($126) 
$12,494,921
 
$8,996,106
 
$1,849,638
 
$—
 
($99) 
$10,845,645
Asset write-offs, impairments, and related charges 
$72,225
 
$107,527
 
$—
 
$—
 
$179,752
 
$—
 
$2,835,637
 
$—
 
$—
 
$2,835,637
Depreciation, amortization, & decommissioning 
$1,170,122
 
$417,435
 
$3,702
 
$—
 
$1,591,259
 
$1,298,043
 
$374,922
 
$1,647
 
$—
 
$1,674,612
Interest and investment income 
$171,217
 
$113,959
 
$22,159
 
($159,649) 
$147,686
 
$189,994
 
$108,466
 
$27,385
 
($180,718) 
$145,127
Interest expense 
$531,729
 
$16,646
 
$120,908
 
($41,776) 
$627,507
 
$557,546
 
$22,858
 
$139,090
 
($53,124) 
$666,370
Income taxes 
$472,148
 
$176,988
 
($59,539) 
$—
 
$589,597
 
$424,388
 
($1,192,263) 
($49,384) 
$—
 
($817,259)
Consolidated net income (loss) 
$846,496
 
$294,521
 
($62,887) 
($117,873) 
$960,257
 
$1,151,133
 
($1,493,124) 
($94,917) 
($127,595) 
($564,503)
Total assets 
$38,186,286
 
$10,279,500
 
($659,207) 
($1,392,124) 
$46,414,455
 
$41,098,751
 
$6,696,038
 
$1,283,816
 
($3,174,171) 
$45,904,434
Investment in affiliates - at equity 
$199
 
$36,035
 
$—
 
$—
 
$36,234
 
$198
 
$—
 
$—
 
$—
 
$198
Cash paid for long-lived asset additions 
$2,113,631
 
$615,021
 
$87
 
$—
 
$2,728,739
 
$3,754,225
 
$289,639
 
$393
 
$—
 
$4,044,257

Businesses marked with * are sometimes referred to as the “competitive businesses.”  Eliminations are primarily intersegment activity.  Almost all of Entergy’s goodwill is related to the Utility segment.

On December 29, 2014, the Vermont Yankee plant ceased power production and entered its decommissioning phase. In December 2015, Rhode Island State Energy Center, a natural gas-fired combined cycle generating plant, was sold. In October 2015 management announced the intention to shutdownshut down the FitzPatrick plant in 2017 and the Pilgrim plant in 2019, earlier than previously expected. In 2016 management announced the planned sale of Vermont Yankee in 2018, the planned sale of FitzPatrick in 2017, and the planned terminationamendment of the Consumers Energy power purchase agreement for the Palisades plantPPA to terminate early, in May 2018, and the subsequent plan to shut down the Palisades plant in 2018, earlier than expected. In January 2017 management announced a settlement with New York State to shut down Indian Point 2 in 2020 and Indian Point 3 in 2021, both earlier than expected. In March 2017 the FitzPatrick plant was sold to Exelon. In September 2017 management announced the termination of the PPA amendment agreement with Consumers Energy and the revised plan to continue to operate Palisades under the current PPA and to shut down Palisades permanently on May 31, 2022. In July 2018, Entergy entered into a purchase and sale agreement with Holtec International to sell 100% of the equity interests in Entergy Nuclear Generation Company, the owner of Pilgrim, and 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of Palisades and the Big Rock Point Site. The Pilgrim transaction is expected to close by the end of 2019, and the Palisades transaction is expected to close by the end of 2022. In December 2018 the Vermont Public Utility Commission approved the sale of Vermont Yankee and, in January 2019, Vermont Yankee was sold to NorthStar.

Management expects these transactions to result in the cessation of merchant power generation at all Entergy Wholesale Commodities nuclear power plants owned and operated by Entergy by 2021.2022. Entergy will continue to have the obligation to decommission the nuclear plants while they are owned by Entergy.
 

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These decisions and transactions resulted in asset impairments,impairments; employee retention and severance expenses and other benefits-related costs,costs; and contracted economic development contributions. The employee retention and severance expenses and other benefits-related costs, and contracted economic development contributions are included in "Other operation and maintenance" in the consolidated statement of operations.


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Total restructuring charges in 2018, 2017, and 2016 were comprised of the following:
  Restructuring Costs Paid In Cash Non-Cash Portion Remaining Accrual
  (In Millions)
Employee retention and severances expenses and other benefits-related costs 
$74.2
 
$0.9
 
$3.1
 
$70.2
Economic development costs

 21.3
 
 
 21.3
Total 
$95.5
 
$0.9
 
$3.1
 
$91.5
  Employee retention and severance expenses and other benefits-related costs Contracted economic development costs Total
  (In Millions)
Balance as of December 31, 2015 
$—
 
$—
 
$—
Restructuring costs accrued 74
 21
 95
Non-cash portion (3) 
 (3)
Cash paid out 1
 
 1
Balance as of December 31, 2016 
$70
 
$21
 
$91
Restructuring costs accrued 113
 
 113
Non-cash portion 
 (7) (7)
Cash paid out 100
 
 100
Balance as of December 31, 2017 
$83
 
$14
 
$97
Restructuring costs accrued 139
 
 139
Cash paid out 43
 
 43
Balance as of December 31, 2018 
$179
 
$14
 
$193

In addition, Entergy Wholesale Commodities incurred $2.8 billion$532 million in 20162018 and $2 billion$538 million in 20152017 of impairment and other related charges associated with these strategic decisions and transactions. See Note 14 to the financial statements for further discussion of these impairment charges.

In addition,Going forward, Entergy Wholesale Commodities expects to incur employee retention and severance expenses of approximately $100$120 million in 20172019 and a total of approximately $235$110 million from 20182020 through the end of 20212022 associated with these strategic transactions.

Geographic Areas

For the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, the amount of revenue Entergy derived from outside of the United States was insignificant.  As of December 31, 20162018 and 2015,2017, Entergy had no long-lived assets located outside of the United States.

Registrant Subsidiaries

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



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NOTE 14.  ACQUISITIONS, DISPOSITIONS, AND IMPAIRMENT OF LONG-LIVED ASSETS (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans)

Acquisitions

Union Power Station

In March 2016, Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans purchased the Union Power Station, a 1,980 MW (summer rating) power generation facility located near El Dorado, Arkansas, from Union Power Partners, L.P. The Union Power Station consists of four natural gas-fired, combined-cycle gas turbine power blocks, each rated at 495 MW (summer rating). Entergy Louisiana purchased two of the power blocks and a 50% undivided ownership interest in certain assets related to the facility, and Entergy Arkansas and Entergy New Orleans each purchased one power block and a 25% undivided ownership interest in such related assets. The aggregate purchase price for the Union Power Station was approximately $949 million (approximately $237 million for each power block and associated assets).


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Palisades Purchased Power Agreement

Entergy’s purchase of the Palisades plant in 2007 included a unit-contingent, 15-year purchased power agreement (PPA) with Consumers Energy for 100% of the plant’s output, excluding any future uprates.  Prices under the PPA range from $43.50/MWh in 2007 to $61.50/MWh in 2022, and the average price under the PPA is $51/MWh.  For theThe PPA which was at below-market prices at the time of the acquisition and Entergy will amortizeamortizes a liability to revenue over the life of the agreement.  The amount that will be amortized each period is based upon the present value, calculated at the date of acquisition, of each year’s difference between revenue under the agreement and revenue based on estimated market prices.  Amounts amortized to revenue were $6 million in 2018, $28 million in 2017, and $13 million in 2016, $152016.  Amounts to be amortized to revenue through the remaining life of the agreement will be approximately $10 million in 2015, and $162019, $11 million in 2014.  In December 2016, Entergy announced that it has reached an agreement with Consumers Energy to terminate the PPA early, on May 31, 2018, subject to regulatory approvals. Because of entering into the early termination agreement, Entergy expects to amortize approximately $432020, $12 million of the liability to revenue in 20172021, and $29$5 million to revenue in 2018. The timing of the liability amortization could fluctuate further depending upon if, and when, regulatory approval of the early termination agreement is received. See further discussion of the Palisades transaction below.

NYPA Value Sharing Agreements

Entergy’s purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA.  In October 2007, Entergy subsidiaries and NYPA amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms.  Under the amended value sharing agreements, Entergy subsidiaries made annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014.  Entergy subsidiaries paid NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million, and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million.  The annual payment for each year’s output was due by January 15 of the following year.  Entergy recorded the liability for payments to NYPA as power was generated and sold by Indian Point 3 and FitzPatrick.  An amount equal to the liability was recorded to the plant asset account as contingent purchase price consideration for the plants.  In 2014, Entergy Wholesale Commodities recorded approximately $72 million as plant for generation.2022.

Dispositions

Willow Glen

In December 2018, Entergy Louisiana sold the Willow Glen Power Station, a non-operating gas plant. Entergy Louisiana sold Willow Glen for approximately $12 million in cash and the transfer of the obligation to decommission the plant. Entergy Louisiana assumed a regulatory liability of $5.7 million. Entergy Louisiana realized a pre-tax gain of $14.8 million on the sale. Entergy Louisiana recorded a $31.9 million regulatory liability to recognize the obligation to refund the customer excess collections for decommissioning Willow Glen.

Vermont Yankee

In November 2016, Entergy entered into an agreement to sell 100% of the membership interests in Entergy Nuclear Vermont Yankee, LLC to a subsidiary of NorthStar. Entergy Nuclear Vermont Yankee iswas the owner of the Vermont Yankee plant and is in the Entergy Wholesale Commodities segment.plant. The sale of Entergy Nuclear Vermont Yankee to NorthStar will includeincluded the transfer of the nuclear decommissioning trust fund and the asset retirement obligation for the spent fuel management and decommissioning of the plant.

In March 2018, Entergy Nuclear Vermont Yankee has an outstanding credit facility with borrowing capacity of $100 million to pay for dry fuel storage costs. This credit facility is guaranteed by Entergy Corporation. At or before closing, a subsidiary of Entergy will assume the obligations under the existing credit facility or enterand NorthStar entered into a new credit facilitysettlement agreement and Entergy will guaranteea Memorandum of Understanding with State of Vermont agencies and other interested parties that set forth the credit facility. Atterms on which the closingagencies and parties support the Vermont Public Utility Commission’s approval of the sale transaction,transaction. The agreements provide additional financial assurance for decommissioning, spent fuel management and site restoration, and detail the site restoration standards. In October 2018 the NRC issued an order approving the application to transfer Vermont Yankee’s license to NorthStar will pay $1,000 for decommissioning. In December 2018, the membership interests in Entergy Nuclear Vermont Yankee, and NorthStar will cause Entergy Nuclear Vermont Yankee to issue a promissory note to the Entergy entity selling the membership interests in Entergy Nuclear Vermont Yankee. The amount of the promissory notePublic Utility Commission issued will be equal to the amount drawn under the credit facility or the amount drawn under the new credit facility, plus borrowing fees and costs incurred by Entergy in connection with such facility. The principal amount drawn under the outstanding credit facility was $45 million as of December 31, 2016, and the net book value of Entergy Nuclear Vermont Yankee, including unrealized gains on the decommissioning trust fund, as of December 31, 2016, was approximately $88 million.

an order

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Entergy plans to transfer all spent nuclear fuel to dry cask storage byapproving the end of 2018, subject to obtaining necessary regulatory approvals, in advance of the planned transaction close. Under the sale agreement and related agreements to be entered into at the closing, NorthStar will commit to initiate decommissioning and site restoration by 2021 and complete those activities by 2030. The original completion date, as outlined in Entergy’s Post Shutdown Decommissioning Activities Report filedconsistent with the NRC, was 2075. Memorandum of Understanding’s terms. On January 11, 2019, Entergy and NorthStar closed the transaction.

Entergy Nuclear Vermont Yankee under NorthStar ownership, will be requiredhad an outstanding credit facility that was used to repay the promissory note issued to Entergy with certain of the proceeds from the recovery of damages under its claims against the DOE related to spent nuclear fuel disposal, with any balance remaining due at partial site restoration, subject to extension not to exceed two years from partial site restoration.

The transaction is subject to certain closing conditions, including approval by the NRC; approval by the State of Vermont Public Service Board, including approval of revised site restoration standards that will be proposed as part of the transaction; the transfer of all spent nuclear fuel topay for dry fuel storage costs. This credit facility was guaranteed by Entergy Corporation. A subsidiary of Entergy assumed the obligations under the credit facility. At the closing of the sale transaction, NorthStar caused Entergy Nuclear Vermont Yankee, renamed NorthStar Vermont Yankee, to issue a $139 million promissory note to the Entergy subsidiary that assumed the credit facility obligations. The amount of the note included the balance outstanding on the independent spent fuel storage installation;credit facility, as well as borrowing fees and costs incurred by Entergy in connection with the credit facility.

With the receipt of the NRC and Vermont Public Utility Commission approvals and the resolution among the parties of the significant conditions of the sale, Entergy concluded that as of December 31, 2018 Vermont Yankee was in held for sale status. Entergy accordingly evaluated the marketVermont Yankee asset retirement obligation in light of the terms of the sale transaction and evaluated the remaining values of the Vermont Yankee assets. These evaluations resulted in an increase in the asset retirement obligation and $173 million of asset impairment and related other charges in the fourth quarter 2018. See Note 9 to the financial statements for additional discussion of the asset retirement obligation. Upon closing of the transaction in January 2019, the Vermont Yankee decommissioning trust, along with the decommissioning obligation for the plant, was transferred to NorthStar. The assets and liabilities associated with the sale of Vermont Yankee are classified as held for sale on the Entergy Corporation and Subsidiaries Consolidated Balance Sheet as of December 31, 2018. As of December 31, 2018, the value of the fund assets held in the decommissioning trust fund forwas $532 million. As of December 31, 2018, the Vermont Yankee Nuclear Power Station, lessasset retirement cost asset was $127 million, classified within other deferred debits, and the hypothetical income tax on the aggregate unrealized net gain of such fund assets at closing, is equal to or exceeds $451.95asset retirement cost obligation was $568 million, subject to adjustments. The transaction is expected to close by the end of 2018, subject to certain conditions, including the condition that Entergy contribute to the decommissioning trust fund if the value is less than provided for in the agreement with NorthStar.classified within other non-current liabilities.

FitzPatrick

In August 2016, Entergy entered into an agreement to sell the FitzPatrick plant, an 838 MW nuclear power plant owned by Entergy in the Entergy Wholesale Commodities segment. In March 2017 the NRC approved the sale of the plant to Exelon. The transaction is expected to closeclosed in the first half of 2017. TheMarch 2017 for a purchase price is $100of $110 million, andwhich included a $10 million non-refundable signing fee paid in August 2016, in addition to the assumption by Exelon of certain liabilities related to the FitzPatrick plant, withresulting in a pre-tax gain on the sale of $16 million. At the transaction close, Exelon paid an additional $10$8 million non-refundable signing fee, which was paid uponfor the signingproration of certain expenses prepaid by Entergy. The disposition-date fair value of the agreement.decommissioning trust fund was $805 million, classified within other deferred debits, and the disposition-date fair value of the asset retirement obligation was $727 million, classified within other non-current liabilities. The transaction is contingent upon, among other things, the expirationalso included property, plant, and equipment with a net book value of zero, materials and supplies, and prepaid assets.

As part of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of necessary regulatory approvals from the FERC, the NRC, and the Public Service Commission of the State of New York (NYPSC), and the receipt of a private letter ruling from the IRS. NRC approval has not yet been received, but all other necessary regulatory approvals have been received. Because certain specified conditions were satisfied in November 2016, including the continued effectiveness of the Clean Energy Standards/Zero Emissions Credit program (CES/ZEC), the establishment of certain long-term agreements on acceptable terms with the Energy Research and Development Authority of the State of New York in connection with the CES/ZEC program, and NYPSC approval of the transaction, on acceptable terms, Entergy refueled the FitzPatrick plant in January and February 2017. Entergy expects to operate the FitzPatrick plant until the asset purchase agreement closing date. Entergy entered into a reimbursement agreement with Exelon pursuant to which Exelon will reimbursereimbursed Entergy for specified out-of-pocket costs associated with the refueling andEntergy’s operation of FitzPatrick that otherwise would have been avoided hadprior to closing of the sale. In the first quarter 2017, Entergy shut down FitzPatrick in January 2017. Pursuant to thebilled Exelon for reimbursement agreement, as of December 31, 2016 Exelon reimbursed Entergy $56$98 million for nuclear fuel expenses and $41 million forof other operation and maintenance expenses, associated with preparing to refuel FitzPatrick$7 million in 2017. If the asset purchase agreement is terminated,lost operating revenues, and $3 million in taxes other than income taxes, partially offset by a termination fee of up to $30$10 million will be payable to Entergy under certain circumstances. If it is consummated, the transaction could result in a gain or loss because of fluctuations in the decommissioning trust fund earnings and asset retirement obligation accretion. Upon the closing of the sale, the FitzPatrick decommissioning trust along with the decommissioning obligation for that plant will be transfereddefueling credit to Exelon.

As discussed in Note 3 to the financial statements, as a result of the agreement and the status of the necessary regulatory approvals, the assets and liabilities associated with the sale of FitzPatrick to Exelon are classified as held for sale on March 31, 2017, Entergy Corporation and Subsidiaries’ Consolidated Balance Sheet. As of December 31, 2016,redetermined the $785plant’s tax basis, resulting in a $44 million receivable for the beneficial interestincome tax benefit in the decommissioning trust fund within other deferred debits and the $714 million asset retirement obligation within other non-current liabilities are classified as held for sale. The transaction also includes property, plant, and equipment with a net book value of zero.first quarter 2017.


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Top Deer

In November 2016, Entergy sold its 50% membership interest in Top Deer Wind Ventures, LLC, a wind-powered electric generation joint venture owned by Entergy in the Entergy Wholesale Commodities segment and accounted for as an equity method investment. Entergy sold its 50% membership interest in Top Deer for approximately $0.5 million and realized a pre-tax loss of $0.2 million on the sale.

Rhode Island State Energy Center
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In December 2015, Entergy sold the Rhode Island State Energy Center, a 583 MW natural gas-fired combined-cycle generating plant owned by Entergy in the Entergy Wholesale Commodities segment. Entergy sold Rhode Island State Energy Center for approximately $490 million and realized a pre-tax gain of $154 million on the sale.

Impairment of Long-lived Assets

2017 and 2018 Impairments

In 2017 and 2018, Entergy continued to execute its strategy to reduce the size of Entergy Wholesale Commodities’ merchant fleet, with planned shutdowns of Pilgrim by May 31, 2019, Indian Point 2 by April 30, 2020, Indian Point 3 by April 30, 2021, and Palisades on May 31, 2022. The remaining two Entergy Wholesale Commodities’ nuclear plants, FitzPatrick and Vermont Yankee, have been sold. The FitzPatrick plant was classified as held-for-sale at December 31, 2016, and subsequently sold to Exelon in March 2017. The Vermont Yankee plant was classified as held-for-sale at December 31, 2018, and subsequently sold to NorthStar on January 11, 2019.

In 2018, Entergy Wholesale Commodities incurred $532 million, and in 2017 it incurred $538 million, of impairment charges related to nuclear fuel spending, nuclear refueling outage spending, expenditures for capital assets, and asset retirement obligation revisions. These costs were charged to expense as incurred as a result of the impaired fair value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet. Entergy expects to continue to incur costs associated with nuclear fuel-related spending, expenditures for capital assets and, except for Palisades, expects to continue to charge these costs to expense as incurred because Entergy expects the value of the plants to continue to be impaired.

With respect to Palisades, Entergy and Consumers Energy had agreed to amend the existing PPA to terminate early, on May 31, 2018. In September 2017, however, Entergy and Consumers Energy agreed to terminate the PPA amendment agreement. Entergy will continue to operate Palisades under the current PPA with Consumers Energy, instead of shutting down in the fall of 2018 as previously planned. Entergy intends to shut down the Palisades plant permanently on May 31, 2022. As a result of the change in expected operating life of the Palisades plant, the expected probability-weighted undiscounted net cash flows as of September 30, 2017 exceeded the carrying value of the plant and related assets. Accordingly, nuclear fuel spending, nuclear refueling outage spending, and expenditures for capital assets incurred at Palisades after September 30, 2017 are no longer charged to expense as incurred, but recorded as assets and depreciated or amortized, subject to the typical periodic impairment reviews prescribed in the accounting rules.

2018 Pilgrim Impairment Conclusions

The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle. Entergy Nuclear Generation Company filed its Post-Shutdown Decommissioning Activities Report (PSDAR) with the NRC in the fourth quarter 2018 for the Pilgrim plant. As part of the development of the PSDAR, Entergy obtained a revised decommissioning cost study in the third quarter 2018. The revised estimate resulted in a $117.5 million increase in the decommissioning cost liability and a corresponding impairment charge.

2018 Vermont Yankee Impairment

As discussed above in Dispositions, on January 11, 2019, Entergy sold the Vermont Yankee plant to NorthStar. With the receipt of the NRC and Vermont Public Utility Commission approvals and the resolution among the parties of the significant conditions of the sale, Entergy concluded that as of December 31, 2018 Vermont Yankee was in held-for- sale status. Entergy accordingly evaluated the Vermont Yankee asset retirement obligation in light of the terms of the sale transaction, and evaluated the remaining values of the Vermont Yankee assets. These evaluations resulted in $173 million of asset impairment and related charges in the fourth quarter 2018. See Note 9 to the financial statements for additional discussion of the revision of the asset retirement obligation.


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2016 Palisades and Indian Point Impairments

In December 2016, Entergy reached an agreement with Consumers Energy to amend the existing PPA to terminate early, on May 31, 2018. Pursuant to the agreement to amend the PPA, Consumers Energy would pay Entergy $172 million for the Palisades plant after May 2018.early termination of the PPA. The PPA amendment agreement iswas subject to regulatory approvals. Assuming regulatory approvals, are obtainedincluding approval by the Michigan Public Service Commission. Separately, Entergy determined that it will closeintended to shut down the Palisades nuclear power plant permanently on October 1, 2018, after refueling in the spring of 2017 and operating through the end of that fuel cycle. As a result of the planned PPA termination and its intention to shut down the plant, Entergy tested the recoverability of the plant and related assets as of December 31, 2016. Entergy and Consumers Energy subsequently agreed, in September 2017, to terminate the PPA amendment agreement and Entergy now intends to shut down the Palisades plant permanently on May 31, 2022.

Indian Point 2 and Indian Point 3 havehad an application pending for renewed NRC licenses.  Various parties, including the State of New York, expressed opposition to renewal of the licenses.  Under federal law, nuclear power plants may continue to operate beyond their original license expiration dates while their timely filed renewal applications are pending NRC approval.  Indian Point 2 reached the expiration date of its original NRC operating license on September 28, 2013, and Indian Point 3 reached the expiration date of its original NRC operating license on December 12, 2015. Upon expiration of their operating licenses, each plant entered into a period of extended operation under the timely renewal rule.

In January 2017, Entergy announced that it reached a settlement with New York State to shut down Indian Point 2 by April 30, 2020 and Indian Point 3 by April 30, 2021, and resolve all New York State-initiated legal challenges to Indian Point’s operating license renewal. As part of the settlement, New York State has agreed to issue Indian Point’s water quality certification and Coastal Zone Management Act consistency certification and to withdraw its objection to license renewal before the NRC. New York State also has agreed to issue a water discharge permit, which is required regardless of whether the plant is seeking a renewed NRC license. The shutdowns are conditioned, among other things, upon such actions being taken by New York State. As a result of its evaluation of alternatives to the continued operation of the Indian Point plants, and taking into consideration the status of negotiations with the State of New York, Entergy tested the recoverability of the plants and related assets as of December 31, 2016.

Under generally accepted accounting principles the determination of an asset’s recoverability is based on the probability-weighted undiscounted net cash flows expected to be generated by the plant and related assets. Projected net cash flows primarily depend on the status of the operations of the plant and pending legal and state regulatory matters, as well as projections of future revenues and costs over the estimated remaining life of the plant.

The tests for Palisades and Indian Point indicated that the probability-weighted undiscounted net cash flows did not exceed the carrying values of the plants and related assets as of December 31, 2016.

As of December 31, 2016 the estimated fair value of the Palisades plant and related long-lived assets iswas $206 million, while the carrying value was $558 million, resulting in an impairment charge of $352 million. Materials and supplies were evaluated and written down by $48 million. In summary, as of December 31, 2016, the total impairment

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loss and related charges for Palisades iswas $400 million ($258 million net-of-tax). The pre-impairment carrying value of $558 million includesincluded the effect of a $129 million increase in Palisades’ estimated decommissioning cost liability and the related asset retirement cost asset. The increase in the estimated decommissioning cost liability primarily resulted from the change in expectation regarding the timing of decommissioning cash flows. See Note 9 to the financial statements for further discussion regarding the Palisades decommissioning cost revision.

As of December 31, 2016 the estimated fair value of the Indian Point plants and related long-lived assets iswas $433 million, while the carrying value was $2,619 million, resulting in an impairment charge of $2,186 million. Materials and supplies were evaluated and written down by $157 million. In summary, as of December 31, 2016, the total impairment loss and related charges for Indian Point iswas $2,343 million ($1,511 million net-of-tax). The pre-impairment carrying value of $2,619 million includesincluded the effect of a $392 million increase in Indian Point’s estimated decommissioning cost liability and the related asset retirement cost asset. The increase in the estimated decommissioning cost liability primarily resulted from the change in expectation regarding the timing of decommissioning cash flows. See Note 9 to the financial statements for further discussion regarding the Indian Point decommissioning cost revision.
2015 Impairment Conclusions

Entergy determined in October 2015 that it would close FitzPatrick at the end of its current fuel cycle, which was planned for January 27, 2017, because of poor market conditions that led to reduced revenues, a poor market design that failed to properly compensate nuclear generators for the benefits they provide, and increased operational costs. This decision came after management’s extensive analysis of whether it was advisable economically to refuel the plant, as scheduled, in the fall of 2016. Entergy also had discussions with the State of New York regarding the future of FitzPatrick. Because of the uncertainty regarding the refueling decision and its implications to the plant’s expected operating life, Entergy tested the recoverability of the plant and related assets as of September 30, 2015. See above for further information on the subsequent decision to sell the FitzPatrick plant.

Entergy determined in October 2015 that it would close Pilgrim no later than June 1, 2019 because of poor market conditions that led to reduced revenues, a poor market design that failed to properly compensate nuclear generators for the benefits they provide, and increased operational costs. The decision came after management’s extensive analysis of the economics and operating life of the plant following the NRC’s decision in September 2015 to place the plant in its “multiple/repetitive degraded cornerstone column” (Column 4) of its Reactor Oversight Process Action Matrix. Because of the uncertainty regarding the plant’s operating life created by the NRC’s decision and management’s analysis of the plant, Entergy tested the recoverability of the plant and related assets as of September 30, 2015.

Due to the announced plant closures in October 2015, as well as the continued challenging market price trend, the high level of investment required to continue to operate the Entergy Wholesale Commodities plants, and the inadequate compensation provided to nuclear generators for their capacity benefits under the current market design, Entergy tested the recoverability of the plant and related assets of the two remaining operating nuclear power generating facilities in the Entergy Wholesale Commodities business, Palisades and Indian Point, in the fourth quarter 2015. For purposes of that evaluation, Entergy considered a number of factors associated with the facilities’ continued operation, including the status of the associated NRC licenses, the status of state regulatory issues, existing power purchase agreements, and the supply region in which the nuclear facilities sell energy and capacity.

The tests for FitzPatrick and Pilgrim indicated that the probability-weighted undiscounted net cash flows did not exceed the carrying values of the plants and related assets as of September 30, 2015.

The test for Palisades indicated the probability-weighted undiscounted net cash flows did not exceed the carrying value of the plant and related assets as of December 31, 2015.

The test for Indian Point indicated that the probability-weighted undiscounted net cash flows exceeded the carrying value of the plant and related assets as of December 31, 2015. As such, the carrying value of Indian Point

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was not impaired as of December 31, 2015. As of December 31, 2015, the net carrying value of Indian Point, including nuclear fuel, was $2,360 million.

As of September 30, 2015, the estimated fair value of the FitzPatrick plant and related long-lived assets was $29 million, while the carrying value was $742 million, resulting in an impairment charge of $713 million. Materials and supplies were evaluated and written down by $48 million. In addition, FitzPatrick had a contract asset recorded for an agreement between Entergy subsidiaries and NYPA entered when Entergy subsidiaries purchased FitzPatrick from NYPA in 2000 and NYPA retained the decommissioning trusts and the decommissioning liabilities. The agreement gave NYPA the right to require the Entergy subsidiaries to assume the decommissioning liability provided that it assigns the decommissioning trust, up to a specified level, to Entergy. If NYPA retained the decommissioning liabilities, the Entergy subsidiaries would perform the decommissioning of the plant at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. The contract asset represented an estimate of the present value of the difference between the Entergy subsidiaries’ stipulated contract amount for decommissioning the plants less the decommissioning costs estimated in independent decommissioning cost studies. See Note 9 for further discussion of the contract asset. Due to a change in expectation regarding the timing of decommissioning cash flows, the result was a write down of the contract asset from $335 million to $131 million, for a charge of $204 million. In summary, as of September 30, 2015, the impairment and related charges for FitzPatrick was $965 million ($624 million net-of-tax).

As of September 30, 2015, the estimated fair value of the Pilgrim plant and related long-lived assets is $65 million, while the carrying value was $718 million, resulting in an impairment charge of $653 million. Materials and supplies were evaluated and written down by $24 million. In summary, as of September 30, 2015, the total impairment loss and related charges for Pilgrim was $677 million ($438 million net-of-tax). The pre-impairment carrying value of $718 million includes the effect of a $134 million increase in Pilgrim’s estimated decommissioning cost liability and the related asset retirement cost asset. The increase in the estimated decommissioning cost liability primarily resulted from the change in expectation regarding the timing of decommissioning cash flows. See Note 9 to the financial statements for further discussion regarding the Pilgrim decommissioning cost revision.

As of December 31, 2015, the estimated fair value of the Palisades plant and related long-lived assets was $463 million, while the carrying value was $859 million, resulting in an impairment charge of $396 million ($256 million net-of-tax). The pre-impairment carrying value of $859 million includes the effect of a $42 million increase in Palisades’ estimated decommissioning cost liability and the related asset retirement cost asset. The increase in the estimated decommissioning cost liability primarily resulted from the assessment of the estimated decommissioning cash flows that occurred in conjunction with the impairment analysis. See Note 9 to the financial statements for further discussion regarding the Palisades decommissioning cost revision.

2014 Impairment Conclusion

In August 2013, the Board approved a plan to close and decommission Vermont Yankee at the end of its fuel cycle at the end of 2014. As a result of the decision to shut down the plant, Entergy recognized impairment and other related charges during the third quarter 2013 to write down the carrying value of Vermont Yankee and related assets to their fair values. As part of the development of the site assessment study and PSDAR, Entergy obtained a revised decommissioning cost study in the third quarter 2014. The revised estimate, along with reassessment of the assumptions regarding the timing of decommissioning cash flows, resulted in a $101.6 million increase in the decommissioning cost liability and a corresponding impairment charge, recorded in September 2014. See Note 9 to the financial statements for further discussion regarding the Vermont Yankee decommissioning cost revisions.

Overall Regarding All Impairments

The impairments and other related charges are recorded as a separate line item in Entergy’s consolidated statements of operations and are included within the results of the Entergy Wholesale Commodities segment. In addition to the impairments and other related charges, Entergy expects to incur additional charges through 2021mid-2022 associated with these strategic transactions. See Note 13 to the financial statements for further discussion of these additional charges.

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The fair value analyses for FitzPatrick,Palisades and Indian Point Pilgrim, and Palisadesin 2016 were performed based on the income approach, a discounted cash flow method, to determine the amount of impairment. The estimates of fair value were based on the prices that Entergy would expect to receive in hypothetical sales of the FitzPatrick,Palisades and Indian Point Pilgrim, and Palisades plants and related assets to a market participant. In order to determine these prices, Entergy used significant observable inputs, including quoted forward power and gas prices, where available. Significant unobservable inputs, such as projected long-term pre-tax operating margins (cash basis) and estimated weighted averageweighted-average costs of capital, were also used in the estimation of fair value. In addition, Entergy made certain assumptions regarding future tax deductions associated with the plants and related assets, the amount and timing of recoveries from future litigation with the DOE related to spent fuel storage costs, and the expected operating life of the plant.  Based on the use of significant unobservable inputs, the fair value measurement for the entirety of the asset group, and for each type of asset within the asset group, are classified as Level 3 in the fair value hierarchy discussed in Note 15 to the financial statements.

The following table sets forth a description of significant unobservable inputs used in the valuation of the FitzPatrick,Palisades and Indian Point Pilgrim, and Palisades plants and related assets:
Significant Unobservable Inputs Amount Weighted Average Amount Weighted-Average
2016  
Weighted average cost of capital 
Weighted-average cost of capital 
Indian Point (a) 7.0%-7.5% 7.2% 7.0%-7.5% 7.2%
Palisades 6.5% 6.5% 6.5% 6.5%
  
Long-term pre-tax operating margin (cash basis)  
Indian Point 19.7% 19.7% 19.7% 19.7%
Palisades (b) (c) 17.8%-38.8% 34.6% 17.8%-38.8% 34.6%
 
2015 
Weighted average cost of capital 
FitzPatrick 7.5% 7.5%
Pilgrim (d) 7.5%-8.0% 7.9%
Palisades 7.5% 7.5%
 
Long-term pre-tax operating margin (cash basis) 
FitzPatrick 10.2% 10.2%
Pilgrim (d) 2.4%-10.6% 8.1%
Palisades (b) 30.8% 30.8%

(a)The cash flows extending through the 2021 shutdown at Indian Point 3 were assigned a higher discount factor to incorporate the increased risk associated with longer operations.
(b)Most of the Palisades output is sold under a 15-year power purchase agreement, entered at the plant’s acquisition in 2007, that originally was scheduled to expireexpires in 2022. The power purchase agreement prices currently exceed market prices and escalate each year, up to $61.50/MWh in 2022.
(c)The fair value of Palisades at December 31, 2016 is based on the probability weighting of whether the PPA will terminate before the originally scheduled termination in 2022.
(d)The fair value of Pilgrim was based on the probability weighting of two potential scenarios.


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Entergy’s Accounting Policy and Entergy Wholesale Commodities Accounting group,groups, which reportsreport to the Chief Accounting Officer, waswere primarily responsible for determining the valuation of the FitzPatrick,Palisades and Indian Point Pilgrim, and Palisades plants and related assets, in consultation with external advisors. Entergy’s Accounting Policy group obtained and reviewed information from other Entergy departments with expertise on the various inputs and assumptions that were necessary to calculate the fair values of the asset groups.



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NOTE 15.  RISK MANAGEMENT AND FAIR VALUES (Entergy Corporation, Entergy Arkansas, 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.

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 and capacity in the day ahead or spot markets.  In addition to its forward physical power and gas contracts, Entergy Wholesale Commodities also uses a combination of financial contracts, including swaps, collars, and options, to mitigate commodity price risk.  When the market price falls, the combination of instruments is expected to settle in gains that offset lower revenue from generation, which results in a more predictable cash flow.

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.


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Entergy enters into derivatives to manage natural risks inherent in its physical or financial assets or liabilities. Electricity over-the-counter instruments and futures contracts that financially settle against day-ahead power pool prices are used to manage price exposure for Entergy Wholesale Commodities generation.  The maximum length of time over which Entergy Wholesale Commodities is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at December 31, 20162018 is approximately 2.25 years.  Planned generation currently under contract from Entergy Wholesale Commodities nuclear power plants is 87%98% for 2017,2019, of which approximately 59%73% is sold under financial derivatives and the remainder under normal purchase/normal sale contracts. 

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Total planned generation for 20172019 is 27.325.6 TWh. 

Entergy may use standardized master netting agreements to help mitigate the credit risk of derivative instruments. These master agreements facilitate the netting of cash flows associated with a single counterparty and may include collateral requirements. Cash, letters of credit, and parental/affiliate guarantees may be obtained as security from counterparties in order to mitigate credit risk. The collateral agreements require a counterparty to post cash or letters of credit in the event an exposure exceeds an established threshold. The threshold represents an unsecured credit limit, which may be supported by a parental/affiliate guaranty,guarantee, as determined in accordance with Entergy’s credit policy. In addition, collateral agreements allow for termination and liquidation of all positions in the event of a failure or inability to post collateral.

Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide credit support to secure its obligations depending on the mark-to-market values of the contracts.  The primary form of credit support to satisfy these requirements is an Entergy Corporation guarantee.  As of December 31, 2016,2018, derivative contracts with 3six counterparties were in a liability position (approximately $8$34 million total). In addition to the corporate guarantee, $2$19 million in cash collateral was required to be posted by the Entergy subsidiary to its counterparties. As of December 31, 2015,2017, derivative contracts with 2eight counterparties were in a liability position (approximately $2$65 million total). As of December 31, 2015, $9In addition to the corporate guarantee, $1 million in cash collateral was required to be posted by the Entergy subsidiary to its counterparties and $68$4 million wasin cash collateral and $34 million in letters of credit were required to be posted by its counterparties to the Entergy subsidiary. 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 manages fuel price volatility for its Louisiana jurisdictions (Entergy Louisiana and Entergy New Orleans) and Entergy Mississippi through the purchase of short-term natural gas swaps and options that financially settle against either the average Henry Hub Gas Daily prices or the NYMEX futures.Henry Hub. These swaps and options 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 price volatility for electric generation at Entergy Louisiana and Entergy Mississippi and projected winter purchases for gas distribution at Entergy LouisianaNew Orleans. The maximum length of time over which Entergy has executed natural gas swaps and options as of December 31, 2018 is 5 years for Entergy Louisiana. The maximum length of time over which Entergy has executed natural gas swaps as of December 31, 2018 is 10 months for Entergy Mississippi and 10 months for Entergy New Orleans. The total volume of natural gas swaps and options outstanding as of December 31, 20162018 is 37,970,00045,276,000 MMBtu for Entergy, including 30,940,00036,540,000 MMBtu for Entergy Louisiana, 6,540,0008,160,000 MMBtu for Entergy Mississippi, and 490,000576,000 MMBtu for Entergy New Orleans.  Credit support for these natural gas swaps and options is covered by master agreements that do not require collateralizationEntergy to provide collateral based on mark-to-market value, but do carry adequate assurance language that may lead to collateralization requests.requests for collateral.

During the second quarter 2016,2018, Entergy participated in the annual financial transmission right (FTR)rights auction process for the MISO planning year of June 1, 20162018 through May 31, 2017. FTRs2019. Financial transmission rights 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 FTRsfinancial transmission rights 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 FTRsfinancial transmission rights 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.financial transmission rights. The total volume of FTRsfinancial transmission rights outstanding as of December 31, 20162018 is 46,21647,313 GWh for Entergy, including 10,54010,511 GWh for Entergy Arkansas, 19,46720,452 GWh for Entergy Louisiana, 7,5356,222 GWh for Entergy Mississippi, 2,2342,330 GWh for Entergy New Orleans, and 6,2487,600 GWh for Entergy Texas. Credit support for FTRsfinancial transmission rights held by the Utility operating companies is covered by cash and/or letters of credit issued by each Utility operating company as required by MISO. Credit support for FTRsfinancial transmission rights held by Entergy Wholesale Commodities is covered by cash. No cash or letters of credit were required to be posted for financial transmission rights exposure for Entergy Wholesale

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by Entergy Wholesale Commodities is covered by cash. Asas of December 31, 2016, letters2018 and December 31, 2017. Letters of credit posted with MISO covered the FTRfinancial transmission rights exposure for Entergy ArkansasMississippi and Entergy Mississippi. AsTexas as of December 31, 2015, no cash or letters2018 and Entergy Arkansas, Entergy Mississippi, and Entergy Texas as of credit were required to be posted for FTR exposure for the Utility operating companies or Entergy Wholesale Commodities, respectively.December 31, 2017.

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 20162018 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting agreements 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 Balance Sheet Location Fair Value (a) Offset (b) Net (c) (d) Business
 (In Millions)  (In Millions) 
Derivatives designated as hedging instruments                
                
Assets:                
Electricity swaps and options Prepayments and other (current portion) $25 ($14) $11 Entergy Wholesale Commodities Prepayments and other (current portion) $32 ($32) $— Entergy Wholesale Commodities
Electricity swaps and options
Other deferred debits and other assets (non-current portion) $6 ($6) $— Entergy Wholesale Commodities
Other deferred debits and other assets (non-current portion) $7 ($7) $— Entergy Wholesale Commodities
                
Liabilities:                
Electricity swaps and options Other current liabilities (current portion) $11 ($10) $1 Entergy Wholesale Commodities Other current liabilities (current portion) $54 ($33) $21 Entergy Wholesale Commodities
Electricity swaps and options Other non-current liabilities (non-current portion) $16 ($7) $9 Entergy Wholesale Commodities Other non-current liabilities (non-current portion) $20 ($7) $13 Entergy Wholesale Commodities
Derivatives not designated as hedging instruments                
                
Assets:                
Electricity swaps and options Prepayments and other (current portion) $18 ($13) $5 Entergy Wholesale Commodities Prepayments and other (current portion) $4 ($2) $2 Entergy Wholesale Commodities
Electricity swaps and options Other deferred debits and other assets (non-current portion) $5 ($5) $— Entergy Wholesale Commodities Other deferred debits and other assets (non-current portion) $1 $— $1 Entergy Wholesale Commodities
Natural gas swaps Prepayments and other $13 $— $13 Utility
Natural gas swaps and options Other deferred debits and other assets (non-current portion) $2 $— $2 Utility
Financial transmission rights Prepayments and other $22 ($1) $21 Utility and Entergy Wholesale Commodities Prepayments and other $16 ($1) $15 Utility and Entergy Wholesale Commodities
                
Liabilities:                
Electricity swaps and options Other current liabilities (current portion) $18 ($17) $1 Entergy Wholesale Commodities Other current liabilities (current portion) $1 ($1) $— Entergy Wholesale Commodities
Electricity swaps and options Other non-current liabilities (non-current portion) $4 ($4) $— Entergy Wholesale Commodities
Natural gas swaps and options Other current liabilities $1 $— $1 Utility


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The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 20152017 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting agreements 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 Balance Sheet Location Fair Value (a) Offset (b) Net (c) (d) Business
 (In Millions)  (In Millions) 
Derivatives designated as hedging instruments                
                
Assets:                
Electricity swaps and options Prepayments and other (current portion) $173 ($34) $139 Entergy Wholesale Commodities Prepayments and other (current portion) $19 ($19) $— Entergy Wholesale Commodities
Electricity swaps and options Other deferred debits and other assets (non-current portion) $17 ($2) $15 Entergy Wholesale Commodities Other deferred debits and other assets (non-current portion) $19 ($14) $5 Entergy Wholesale Commodities
                
Liabilities:                
Electricity swaps and options Other current liabilities (current portion) $14 ($14) $— Entergy Wholesale Commodities Other current liabilities (current portion) $86 ($20) $66 Entergy Wholesale Commodities
Electricity swaps and options Other non-current liabilities (non-current portion) $2 ($2) $— Entergy Wholesale Commodities Other non-current liabilities (non-current portion) $17 ($14) $3 Entergy Wholesale Commodities
Derivatives not designated as hedging instruments                
                
Assets:                
Electricity swaps and options Prepayments and other (current portion) $54 ($13) $41 Entergy Wholesale Commodities Prepayments and other (current portion) $9 ($9) $— Entergy Wholesale Commodities
Financial transmission rights Prepayments and other $24 ($1) $23 Utility and Entergy Wholesale Commodities Prepayments and other $22 ($1) $21 Utility and Entergy Wholesale Commodities
                
Liabilities:                
Electricity swaps and options Other current liabilities (current portion) $38 ($32) $6 Entergy Wholesale Commodities Other current liabilities (current portion) $9 ($8) $1 Entergy Wholesale Commodities
Natural gas swaps Other current liabilities $9 $— $9 Utility Other current liabilities $6 $— $6 Utility

(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 Corporation and Subsidiaries’ Consolidated Balance SheetsSheet
(d)Excludes cash collateral in the amount of $2$19 million posted as of December 31, 20162018 and $9$1 million posted and $68$4 million held as of December 31, 2015.2017. Also excludes letters of credit in the amount of $4 million posted as of December 31, 2018 and $34 million in letters of credit held as of December 31, 2017.


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The effects of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements of operations for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 are as follows:
Instrument Amount of gain recognized in other comprehensive income Income Statement location Amount of gain (loss) reclassified from accumulated other comprehensive income into income (a) Amount of gain (loss) recognized in other comprehensive income Income Statement location Amount of gain (loss) reclassified from accumulated other comprehensive income into income (a)
 (In Millions)   (In Millions) (In Millions)   (In Millions)
2018      
Electricity swaps and options ($40) Competitive business operating revenues ($68)
      
2017      
Electricity swaps and options $44 Competitive business operating revenues $109
      
2016            
Electricity swaps and options $135 Competitive business operating revenues $293 $135 Competitive business operating revenues $293
      
2015      
Electricity swaps and options $254 Competitive business operating revenues ($244)
      
2014      
Electricity swaps and options $81 Competitive business operating revenues ($193)

(a)Before taxes of $103($14) million, ($85)$38 million, and ($68)$103 million, for the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively

At each reporting period, Entergy measures its hedges for ineffectiveness. Any ineffectiveness is recognized in earnings during the period. The ineffective portion of cash flow hedges is recorded in competitive businesses operating revenues. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness was ($5.9) million, ($3) million, and ($356) thousand $150 thousand, and $7 million for the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively.
   
Based on market prices as of December 31, 2016,2018, unrealized gains (losses) recorded in AOCIaccumulated other comprehensive income on cash flow hedges relating to power sales totaled ($9)28) million of net unrealized gains.losses.  Approximately ($15)17) million is expected to be reclassified from AOCIaccumulated other comprehensive income to operating revenues in the next twelve months.  The actual amount reclassified from AOCI,accumulated other comprehensive income, however, could vary due to future changes in market prices. 

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.
    

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The effects of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements of operations for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 are as follows:
Instrument Amount of gain (loss) recognized in accumulated other comprehensive income Income Statement location Amount of gain (loss) recorded in the income statement
  (In Millions)   (In Millions)
2016      
Natural gas swaps $— Fuel, fuel-related expenses, and gas purchased for resale(a)$11
Financial transmission rights $— Purchased power expense(b)$125
Electricity swaps and options $—(c)Competitive business operating revenues ($11)
       
2015      
Natural gas swaps $— Fuel, fuel-related expenses, and gas purchased for resale(a)($41)
Financial transmission rights $— Purchased power expense(b)$166
Electricity swaps and options $12(c)Competitive business operating revenues ($19)
       
2014      
Natural gas swaps $— Fuel, fuel-related expenses, and gas purchased for resale(a)($8)
Financial transmission rights $— Purchased power expense(b)$229
Electricity swaps and options ($13)(c)Competitive business operating revenues $56
InstrumentAmount of gain (loss) recognized in accumulated other comprehensive incomeIncome Statement locationAmount of gain (loss) recorded in the income statement
(In Millions)(In Millions)
2018
Natural gas swaps and options$—Fuel, fuel-related expenses, and gas purchased for resale(a)$8
Financial transmission rights$—Purchased power expense(b)$131
Electricity swaps and options$—(c)Competitive business operating revenues$8
2017
Natural gas swaps$—Fuel, fuel-related expenses, and gas purchased for resale(a)($31)
Financial transmission rights$—Purchased power expense(b)$139
Electricity swaps and options$—(c)Competitive business operating revenues$—
2016
Natural gas swaps$—Fuel, fuel-related expenses, and gas purchased for resale(a)$11
Financial transmission rights$—Purchased power expense(b)$125
Electricity swaps and options$—(c)Competitive business operating revenues($11)

(a)Due to regulatory treatment, the natural gas swaps and options 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 and options are settled are recovered or refunded through fuel cost recovery mechanisms.
(b)Due to regulatory treatment, the changes in the estimated fair value of financial transmission rights for the Utility operating companies 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 financial transmission rights for the Utility operating companies are settled are recovered or refunded through fuel cost recovery mechanisms.
(c)Amount of gain (loss) recognized in accumulated other comprehensive income from electricity swaps and options de-designated as hedged items.



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The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of December 31, 20162018 and 20152017 are shown in the table below. Certain investments, including those not designated as follows:hedging instruments, are subject to master netting agreements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.
InstrumentBalance Sheet LocationFair Value (a)Registrant
(In Millions)
2016
Assets:
Natural gas swapsPrepayments and other$10.9Entergy Louisiana
Natural gas swapsPrepayments and other$2.3Entergy Mississippi
Natural gas swapsPrepayments and other$0.2Entergy New Orleans
Financial transmission rightsPrepayments and other$5.4Entergy Arkansas
Financial transmission rightsPrepayments and other$8.5Entergy Louisiana
Financial transmission rightsPrepayments and other$3.2Entergy Mississippi
Financial transmission rightsPrepayments and other$1.1Entergy New Orleans
Financial transmission rightsPrepayments and other$3.1Entergy Texas
2015
Assets:
Financial transmission rightsPrepayments and other$7.9Entergy Arkansas
Financial transmission rightsPrepayments and other$8.5Entergy Louisiana
Financial transmission rightsPrepayments and other$2.4Entergy Mississippi
Financial transmission rightsPrepayments and other$1.5Entergy New Orleans
Financial transmission rightsPrepayments and other$2.2Entergy Texas
Liabilities:
Natural gas swapsOther current liabilities$7.0Entergy Louisiana
Natural gas swapsOther current liabilities$1.3Entergy Mississippi
Natural gas swapsOther current liabilities$0.5Entergy New Orleans
Instrument Balance Sheet Location Gross Fair Value (a) Offsetting Position (b) Net Fair Value (c) (d) Registrant
    (In Millions)  
2018          
Assets:          
Natural gas swaps and options Prepayments and other $0.3 $— $0.3 Entergy Louisiana
Natural gas swaps and options Other deferred debits and other assets $1.6 $— $1.6 Entergy Louisiana
           
Financial transmission rights Prepayments and other $3.6 ($0.2) $3.4 Entergy Arkansas
Financial transmission rights Prepayments and other $8.4 ($0.1) $8.3 Entergy Louisiana
Financial transmission rights Prepayments and other $2.2 $— $2.2 Entergy Mississippi
Financial transmission rights Prepayments and other $1.3 $— $1.3 Entergy New Orleans
           
Liabilities:          
Financial transmission rights Other current liabilities $0.9 ($1.4) ($0.5) Entergy Texas
           
Natural gas swaps and options Other current liabilities $1.1 $— $1.1 Entergy Louisiana
Natural gas swaps Other current liabilities $0.1 $— $0.1 Entergy New Orleans



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Instrument Balance Sheet Location Gross Fair Value (a) Offsetting Position (b) Net Fair Value (c) (d) Registrant
           
2017          
Assets:          
Financial transmission rights Prepayments and other $3.2 ($0.2) $3.0 Entergy Arkansas
Financial transmission rights Prepayments and other $11.0 ($0.8) $10.2 Entergy Louisiana
Financial transmission rights Prepayments and other $2.1 $— $2.1 Entergy Mississippi
Financial transmission rights Prepayments and other $2.2 $— $2.2 Entergy New Orleans
Financial transmission rights Prepayments and other $3.6 ($0.2) $3.4 Entergy Texas
           
Liabilities:          
Natural gas swaps Other current liabilities $5.0 $— $5.0 Entergy Louisiana
Natural gas swaps Other current liabilities $1.2 $— $1.2 Entergy Mississippi
Natural gas swaps Other current liabilities $0.2 $— $0.2 Entergy New Orleans

(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 Registrant Subsidiaries’ balance sheets
(d)As of December 31, 2016,2018, letters of credit posted with MISO covered financial transmission rightrights exposure of $0.3$0.2 million for Entergy Mississippi, and $4.1 million for Entergy Texas. As of December 31, 2017, letters of credit posted with MISO covered financial transmission rights exposure of $0.2 million for Entergy Arkansas, and $0.1 million for Entergy Mississippi. No cash or letters of credit were required to be postedMississippi, and $0.05 million for financial transmission right exposure as of December 31, 2015.Entergy Texas.





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The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 are as follows:
Instrument Income Statement Location Amount of gain (loss) recorded in the income statement Registrant
    (In Millions)
2018
Natural gas swaps and optionsFuel, fuel-related expenses, and gas purchased for resale$4.4(a)Entergy Louisiana
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale$3.2(a)Entergy Mississippi
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale$0.2(a)Entergy New Orleans
Financial transmission rightsPurchased power$25.3(b)Entergy Arkansas
Financial transmission rightsPurchased power$72.7(b)Entergy Louisiana
Financial transmission rightsPurchased power$26.3(b)Entergy Mississippi
Financial transmission rightsPurchased power$13.8(b)Entergy New Orleans
Financial transmission rightsPurchased power($6.0)(b)Entergy Texas
2017
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($25.4)(a)Entergy Louisiana
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($5.2)(a)Entergy Mississippi
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($0.3)(a)Entergy New Orleans
Financial transmission rightsPurchased power$41.7(b)Entergy Arkansas
Financial transmission rightsPurchased power$45.8(b)Entergy Louisiana
Financial transmission rightsPurchased power$18.9(b)Entergy Mississippi
Financial transmission rightsPurchased power$9.1(b)Entergy New Orleans
Financial transmission rightsPurchased power$22.3(b)Entergy Texas
  
2016      
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $8.4(a)Entergy Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $3.1(a)Entergy Mississippi
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale ($0.4)(a)Entergy New Orleans
       
Financial transmission rights Purchased power $23.2(b)Entergy Arkansas
Financial transmission rights Purchased power $69.7(b)Entergy Louisiana
Financial transmission rights Purchased power $16.6(b)Entergy Mississippi
Financial transmission rights Purchased power $4.1(b)Entergy New Orleans
Financial transmission rights Purchased power $10.2(b)Entergy Texas
2015
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($33.2)(a)Entergy Louisiana
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($6.1)(a)Entergy Mississippi
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($1.4)(a)Entergy New Orleans
Financial transmission rightsPurchased power$68.7(b)Entergy Arkansas
Financial transmission rightsPurchased power$55.4(b)Entergy Louisiana
Financial transmission rightsPurchased power$16.5(b)Entergy Mississippi
Financial transmission rightsPurchased power$8.5(b)Entergy New Orleans
Financial transmission rightsPurchased power$16.8(b)Entergy Texas
2014
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($5.5)(a)Entergy Louisiana
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($2.5)(a)Entergy Mississippi
Natural gas swapsFuel, fuel-related expenses, and gas purchased for resale($0.2)(a)Entergy New Orleans
Financial transmission rightsPurchased power$21.6(b)Entergy Arkansas
Financial transmission rightsPurchased power$103.5(b)Entergy Louisiana
Financial transmission rightsPurchased power$19.0(b)Entergy Mississippi
Financial transmission rightsPurchased power$16.5(b)Entergy New Orleans
Financial transmission rightsPurchased power$65.8(b)Entergy Texas

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(a)Due to regulatory treatment, the natural gas swaps and options 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 and options are settled are recovered or refunded through fuel cost recovery mechanisms.
(b)Due to regulatory treatment, the changes in the estimated fair value of financial transmission rights for the Utility operating companies 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 financial transmission rights for the Utility operating companies are settled are recovered or refunded through fuel cost recovery mechanisms.

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.

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.  

Effective first quarter 2016, Entergy retrospectively adopted ASU 2015-07, which simplifies the disclosure for fair value investments by removing the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share as a practical expedient. For all periods presented the common trust funds have not been assigned a level and are presented within the fair value tables only as a reconciling item to the total fair value of investments.

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.swaps traded on exchanges with active markets.  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

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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;
-    
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

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-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.instruments and gas swaps and options valued using observable inputs.

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 FTRsfinancial transmission rights 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 Business Unit Risk Control group and the Accounting Policy and Entergy Wholesale Commodities Accounting group.  The primary functions of the Business Unit 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 Business Unit Risk Control group is also responsible for managing the energy trading and risk management system, forecasting revenues, forward positions and analysis.  The Accounting Policy and Entergy Wholesale Commodities Accounting group performs functions related to market and counterparty settlements, revenue reporting and analysis and financial accounting. The Business Unit Risk Control group reports to the Vice President and Treasurer while the Accounting Policy and Entergy Wholesale Commodities Accounting group reports to the Chief Accounting Officer.

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 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 U.S. 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, the Business Unit Risk Control group calculates the mark-to-market for electricity swaps and options.  The Business Unit 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

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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 multiplecompared with other 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

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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’ portfolio.  In particular, the credit and liquidity effects are calculated for this analysis.  This analysis is communicated to senior management within Entergy and Entergy Wholesale Commodities.

The values of FTRsfinancial transmission rights are based on unobservable inputs, including estimates of congestion costs in MISO between applicable generation and load pricing nodes based on the 50th percentile of historical prices.  They are classified as Level 3 assets and liabilities.  The valuations of these assets and liabilities are performed by the Business Unit Risk Control group.  The values are calculated internally and verified against the data published by MISO. Entergy’s Accounting Policy and Entergy Wholesale Commodities Accounting group reviewsgroups review 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 Business Unit Risk Control groups report to the Vice President and Treasurer.  The Accounting Policy and Entergy Wholesale Commodities Accounting group reportsgroups report to the Chief Accounting Officer.

The following tables set forth, by level within the fair value hierarchy, Entergy’s assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 20162018 and December 31, 2015.2017.  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.

2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$1,058
 
$—
 
$—
 
$1,058
 
$424
 
$—
 
$—
 
$424
Decommissioning trust funds (a):                
Equity securities 480
 
 
 480
 1,686
 
 
 1,686
Debt securities 985
 1,228
 
 2,213
 1,259
 1,625
 
 2,884
Common trusts (b)       3,031
       2,350
Power contracts 
 
 16
 16
 
 
 3
 3
Securitization recovery trust account 46
 
 
 46
 51
 
 
 51
Escrow accounts 433
 
 
 433
 403
 
 
 403
Gas hedge contracts 13
 
 
 13
 
 2
 
 2
Financial transmission rights 
 
 21
 21
 
 
 15
 15
 
$3,015
 
$1,228
 
$37
 
$7,311
 
$3,823
 
$1,627
 
$18
 
$7,818
Liabilities:                
Power contracts 
$—
 
$—
 
$11
 
$11
 
$—
 
$—
 
$34
 
$34
Gas hedge contracts 1
 
 
 1
 
$1
 
$—
 
$34
 
$35





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2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$1,287
 
$—
 
$—
 
$1,287
 
$725
 
$—
 
$—
 
$725
Decommissioning trust funds (a):                
Equity securities 468
 
 
 468
 526
 
 
 526
Debt securities 1,061
 1,094
 
 2,155
 1,125
 1,425
 
 2,550
Common trusts (b)       2,727
       4,136
Power contracts 
 
 195
 195
 
 
 5
 5
Securitization recovery trust account 50
 
 
 50
 45
 
 
 45
Escrow accounts 425
 
 
 425
 406
 
 
 406
Financial transmission rights 
 
 23
 23
 
 
 21
 21
 
$3,291
 
$1,094
 
$218
 
$7,330
 
$2,827
 
$1,425
 
$26
 
$8,414
Liabilities:                
Power contracts 
$—
 
$—
 
$6
 
$6
 
$—
 
$—
 
$70
 
$70
Gas hedge contracts 9
 
 
 9
 6
 
 
 6
 
$9
 
$—
 
$6
 
$15
 
$6
 
$—
 
$70
 
$76

(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 169 to the financial statements for additional information on the investment portfolios.
(b)Common trust funds are not publicly quoted, and are valued by the fund administrators using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value table. The fund administrator of these investments allows daily trading at the net asset value and trades settle at a later date.

The following table sets forth a reconciliation of changes in the net assets (liabilities) for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the years ended December 31, 2016, 2015,2018, 2017, and 2014:2016:
 2016 2015 2014
 Power ContractsFinancial transmission rights Power ContractsFinancial transmission rights Power ContractsFinancial transmission rights
 (In Millions)
Balance as of January 1,
$189

$23
 
$215

$47
 
($133)
$34
Total gains (losses) for the period (a)        
Included in earnings(10)
 (20)(1) 55
2
Included in OCI135

 254

 131

Included as a regulatory liability/asset
68
 
63
 
119
Issuances of financial transmission rights
55
 
80
 
121
Purchases

 15

 17

Settlements(309)(125) (275)(166) 145
(229)
Balance as of December 31,
$5

$21
 
$189

$23
 
$215

$47


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 2018 2017 2016
 Power ContractsFinancial transmission rights Power ContractsFinancial transmission rights Power ContractsFinancial transmission rights
 (In Millions)
Balance as of January 1,
($65)
$21
 
$5

$21
 
$189

$23
Total gains (losses) for the period (a)        
Included in earnings2
(1) (3)1
 (10)
Included in other comprehensive income(40)
 44

 135

Included as a regulatory liability/asset
80
 
76
 
68
Issuances of financial transmission rights
46
 
62
 
55
Settlements72
(131) (111)(139) (309)(125)
Balance as of December 31,
($31)
$15
 
($65)
$21
 
$5

$21

(a)Change in unrealized gains or losses for the period included in earnings for derivatives held at the end of the reporting period is $0.2($3.5) million, $3$0.9 million, and $120$0.2 million for the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, respectively.

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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 December 31, 2016:2018:
Transaction Type Fair Value as of December 31, 20162018 Significant Unobservable Inputs Range from Average % Effect on Fair Value
  (In Millions)     (In Millions)
Power contracts - electricity swaps $5($31) Unit contingent discount +/-4%- 4% - 4.75% $—($3) - ($4)
 
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 volatilityElectricity optionsSellIncrease (Decrease)Increase (Decrease)
Implied volatilityElectricity optionsBuyIncrease (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 December 31, 20162018 and December 31, 2015.2017.  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

2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Decommissioning trust funds (a):                
Equity securities 
$3.6
 
$—
 
$—
 
$3.6
 
$4.0
 
$—
 
$—
 
$4.0
Debt securities 112.5
 196.8
 
 309.3
 94.8
 286.5
 
 381.3
Common trusts (b)       521.8
       526.7
Securitization recovery trust account 4.1
 
 
 4.1
 4.7
 
 
 4.7
Escrow accounts 7.1
 
 
 7.1
Financial transmission rights 
 
 5.4
 5.4
 
 
 3.4
 3.4
 
$127.3
 
$196.8
 
$5.4
 
$851.3
 
$103.5
 
$286.5
 
$3.4
 
$920.1

2017 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Decommissioning trust funds (a):        
Equity securities 
$11.7
 
$—
 
$—
 
$11.7
Debt securities 115.8
 232.4
 
 348.2
Common trusts (b)       585.0
Securitization recovery trust account 3.7
 
 
 3.7
Escrow accounts 2.4
 
 
 2.4
Financial transmission rights 
 
 3.0
 3.0
  
$133.6
 
$232.4
 
$3.0
 
$954.0

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2015 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Decommissioning trust funds (a):        
Equity securities 
$3.0
 
$—
 
$—
 
$3.0
Debt securities 110.5
 193.4
 
 303.9
Common trusts (b)       464.4
Securitization recovery trust account 4.2
 
 
 4.2
Escrow accounts 12.2
 
 
 12.2
Financial transmission rights 
 
 7.9
 7.9
  
$129.9
 
$193.4
 
$7.9
 
$795.6

Entergy Louisiana
2016 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Temporary cash investments 
$163.9
 
$—
 
$—
 
$163.9
Decommissioning trust funds (a):        
Equity securities 13.9
 
 
 13.9
Debt securities 132.3
 292.5
 
 424.8
Common trusts (b)       702.0
Escrow accounts 305.7
 
 
 305.7
Securitization recovery trust account 2.8
 
 
 2.8
Gas hedge contracts 10.9
 
 
 10.9
Financial transmission rights 
 
 8.5
 8.5
  
$629.5
 
$292.5
 
$8.5
 
$1,632.5

2015 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$34.8
 
$—
 
$—
 
$34.8
 
$43.1
 
$—
 
$—
 
$43.1
Decommissioning trust funds (a):  
  
  
  
        
Equity securities 7.1
 
 
 7.1
 13.3
 
 
 13.3
Debt securities 161.1
 248.8
 
 409.9
 162.0
 370.9
 
 532.9
Common trusts (b)       625.3
       738.8
Escrow accounts 290.4
 
 
 290.4
 289.5
 
 
 289.5
Securitization recovery trust account 3.2
 
 
 3.2
 3.6
 
 
 3.6
Gas hedge contracts 
 1.9
 
 1.9
Financial transmission rights 
 
 8.5
 8.5
 
 
 8.3
 8.3
 
$496.6
 
$248.8
 
$8.5
 
$1,379.2
 
$511.5
 
$372.8
 
$8.3
 
$1,631.4
                
Liabilities:                
Gas hedge contracts 
$7.0
 
$—
 
$—
 
$7.0
 
$0.7
 
$0.4
 
$—
 
$1.1

2017 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Temporary cash investments 
$30.1
 
$—
 
$—
 
$30.1
Decommissioning trust funds (a):        
Equity securities 15.2
 
 
 15.2
Debt securities 143.3
 350.5
 
 493.8
Common trusts (b)       803.1
Escrow accounts 289.5
 
 
 289.5
Securitization recovery trust account 2.0
 
 
 2.0
Financial transmission rights 
 
 10.2
 10.2
  
$480.1
 
$350.5
 
$10.2
 
$1,643.9
         
Liabilities:        
Gas hedge contracts 
$5.0
 
$—
 
$—
 
$5.0

Entergy Mississippi
2018 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Temporary cash investments 
$36.9
 
$—
 
$—
 
$36.9
Escrow accounts 32.4
 
 
 32.4
Financial transmission rights 
 
 2.2
 2.2
  
$69.3
 
$—
 
$2.2
 
$71.5


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Entergy Mississippi
2016 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Temporary cash investments 
$76.8
 
$—
 
$—
 
$76.8
Escrow accounts 31.8
 
 
 31.8
Gas hedge contracts 2.3
 
 
 2.3
Financial transmission rights 
 
 3.2
 3.2
  
$110.9
 
$—
 
$3.2
 
$114.1

2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$144.2
 
$—
 
$—
 
$144.2
 
$4.5
 
$—
 
$—
 
$4.5
Escrow accounts 41.7
 
 
 41.7
 32.0
 
 
 32.0
Financial transmission rights 
 
 2.4
 2.4
 
 
 2.1
 2.1
 
$185.9
 
$—
 
$2.4
 
$188.3
 
$36.5
 
$—
 
$2.1
 
$38.6
                
Liabilities:                
Gas hedge contracts 
$1.3
 
$—
 
$—
 
$1.3
 
$1.2
 
$—
 
$—
 
$1.2

Entergy New Orleans

2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$103.0
 
$—
 
$—
 
$103.0
 
$19.7
 
$—
 
$—
 
$19.7
Securitization recovery trust account 1.7
 
 
 1.7
 2.2
 
 
 2.2
Escrow accounts 88.6
 
 
 88.6
 80.9
 
 
 80.9
Gas hedge contracts 0.2
 
 
 0.2
Financial transmission rights 
 
 1.1
 1.1
 
 
 1.3
 1.3
 
$193.5
 
$—
 
$1.1
 
$194.6
 
$102.8
 
$—
 
$1.3
 
$104.1
        
Liabilities:        
Gas hedge contracts 
$0.1
 
$—
 
$—
 
$0.1

2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$87.8
 
$—
 
$—
 
$87.8
 
$32.7
 
$—
 
$—
 
$32.7
Securitization recovery trust account 4.6
 
 
 4.6
 1.5
 
 
 1.5
Escrow accounts 81.0
 
 
 81.0
 81.9
 
 
 81.9
Financial transmission rights 
 
 1.5
 1.5
 
 
 2.2
 2.2
 
$173.4
 
$—
 
$1.5
 
$174.9
 
$116.1
 
$—
 
$2.2
 
$118.3
                
Liabilities:                
Gas hedge contracts 
$0.5
 
$—
 
$—
 
$0.5
 
$0.2
 
$—
 
$—
 
$0.2

Entergy Texas

2018 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:
        
Securitization recovery trust account 
$40.2
 
$—
 
$—
 
$40.2
         
Liabilities:        
Financial transmission rights 
$—
 
$—
 
$0.5
 
$0.5


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Entergy Texas
2016 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:
        
Temporary cash investments 
$5.0
 
$—
 
$—
 
$5.0
Securitization recovery trust account 37.5
 
 
 37.5
Financial transmission rights 
 
 3.1
 3.1
  
$42.5
 
$—
 
$3.1
 
$45.6

2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:
                
Temporary cash investments 
$115.5
 
$—
 
$—
 
$115.5
Securitization recovery trust account 
$38.2
 
$—
 
$—
 
$38.2
 37.7
 
 
 37.7
Financial transmission rights 
 
 2.2
 2.2
 
 
 3.4
 3.4
 
$38.2
 
$—
 
$2.2
 
$40.4
 
$153.2
 
$—
 
$3.4
 
$156.6

System Energy

2016 Level 1 Level 2 Level 3 Total
2018 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$245.1
 
$—
 
$—
 
$245.1
 
$95.6
 
$—
 
$—
 
$95.6
Decommissioning trust funds (a):                
Equity securities 0.3
 
 
 0.3
 4.4
 
 
 4.4
Debt securities 248.3
 58.3
 
 306.6
 224.5
 139.7
 
 364.2
Common trusts (b)       473.6
       500.9
 
$493.7
 
$58.3
 
$—
 
$1,025.6
 
$324.5
 
$139.7
 
$—
 
$965.1

2015 Level 1 Level 2 Level 3 Total
2017 Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$222.0
 
$—
 
$—
 
$222.0
 
$287.1
 
$—
 
$—
 
$287.1
Decommissioning trust funds (a):                
Equity securities 1.8
 
 
 1.8
 3.1
 
 
 3.1
Debt securities 218.6
 59.2
 
 277.8
 187.2
 143.3
 
 330.5
Common trusts (b)       421.9
       572.1
 
$442.4
 
$59.2
 
$—
 
$923.5
 
$477.4
 
$143.3
 
$—
 
$1,192.8

(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 169 to the financial statements for additional information on the investment portfolios.
(b)Common trust funds are not publicly quoted, and are valued by the fund administrators using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value table. The fund administrator of these investments allows daily trading at the net asset value and trades settle at a later date.



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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 year ended December 31, 2016.2018.

Entergy Arkansas Entergy Louisiana
Entergy Mississippi
Entergy New Orleans
Entergy TexasEntergy Arkansas Entergy Louisiana
Entergy Mississippi
Entergy New Orleans
Entergy Texas
(In Millions)(In Millions)

  










  










Balance as of January 1,
$7.9
 
$8.5
 
$2.4
 
$1.5
 
$2.2

$3.0
 
$10.2
 
$2.1
 
$2.2
 
$3.4
Issuances of financial transmission rights18.8
 18.1
 5.9
 2.8
 9.3
11.8
 20.0
 4.5
 3.7
 6.1
Gains (losses) included as a regulatory liability/asset1.9
 51.6
 11.5
 0.9
 1.8
13.9
 50.8
 21.9
 9.2
 (16.0)
Settlements(23.2) (69.7) (16.6) (4.1) (10.2)(25.3) (72.7) (26.3) (13.8) 6.0
Balance as of December 31,
$5.4
 
$8.5
 
$3.2
 
$1.1
 
$3.1

$3.4
 
$8.3
 
$2.2
 
$1.3
 
($0.5)

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 year ended December 31, 2015.2017.
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy TexasEntergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas
(In Millions)(In Millions)
                  
Balance as of January 1,
$0.7
 
$25.5
 
$3.4
 
$4.1
 
$12.3

$5.4
 
$8.5
 
$3.2
 
$1.1
 
$3.1
Issuances of financial transmission rights7.0
 48.3
 5.4
 7.3
 11.4
8.9
 31.0
 9.6
 5.0
 7.1
Gains (losses) included as a regulatory liability/asset68.9
 (9.9) 10.1
 (1.4) (4.7)
Gains included as a regulatory liability/asset30.4
 16.5
 8.2
 5.2
 15.5
Settlements(68.7) (55.4) (16.5) (8.5) (16.8)(41.7) (45.8) (18.9) (9.1) (22.3)
Balance as of December 31,
$7.9
 
$8.5
 
$2.4
 
$1.5
 
$2.2

$3.0
 
$10.2
 
$2.1
 
$2.2
 
$3.4


NOTE 16.    DECOMMISSIONING TRUST FUNDS (Entergy Corporation, Entergy Arkansas, 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 nuclear decommissioning trusts to fund the costs of decommissioning ANO 1, ANO 2, River Bend, Waterford 3, Grand Gulf, Pilgrim, Indian Point 1, Indian Point 2, Indian Point 3, Vermont Yankee, and Palisades. TheEntergy’s nuclear decommissioning trust funds are invested primarilyinvest in equity securities, fixed-rate debt securities, and cash and cash equivalents.

ForEntergy implemented ASU No. 2016-01 “Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” effective January 1, 2018. The ASU requires investments in equity securities, excluding those accounted for under the Indian Point 3equity method or resulting in consolidation of the investee, to be measured at fair value with changes recognized in net income. Entergy implemented this ASU using a modified retrospective method, and FitzPatrick plants purchasedEntergy recorded an adjustment increasing retained earnings and increasing accumulated other comprehensive loss by $633 million as of January 1, 2018, for the cumulative effect of the unrealized gains and losses on investments in 2000 from NYPA, NYPA retainedequity securities held by the decommissioning trust funds that do not meet the criteria for regulatory accounting treatment. Beginning in 2018, unrealized gains and losses on investments in equity securities held by the nuclear decommissioning liabilities. NYPA and Entergy subsidiaries executed decommissioning agreements, which specified their decommissioning obligations. Attrust funds are recorded in earnings as they occur rather than in other comprehensive income. In accordance with the timeregulatory treatment of the acquisition of the plants Entergy recorded a contract asset that represented an estimate of the present value of the difference between the stipulated contract amount for decommissioning the plants less the decommissioning costs estimated in independent decommissioning cost studies.

In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy. The transaction was contingent upon receiving approval from the NRC, which was received in January 2017.  As a result of the

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agreement with NYPA, in the third quarter 2016, Entergy removed the contract asset from its balance sheet, and recorded receivables for the beneficial interests in the decommissioning trust funds and recorded asset retirement obligations for the decommissioning liabilities. At December 31, 2016, the fair valuesRegistrant Subsidiaries, an offsetting amount of the decommissioning trust funds held by NYPA were $719 million for the Indian Point 3 plant and $785 million for the FitzPatrick plant. The fair values are based on the trust statements received from NYPA and are valued by the fund administrator using net asset value as a practical expedient. Accordingly, these funds are not assigned a level in the fair value hierarchy. For Indian Point 3, the receivable for the beneficial interest in the decommissioning trust fund isunrealized gains/(losses) will continue to be recorded in other deferred debits on the consolidated balance sheet. For FitzPatrick, the receivable for the beneficial interestregulatory liabilities/assets.

As discussed in the decommissioning trust fund is classified as held for sale within other deferred debits on the consolidated balance sheet. The decommissioning trust funds for the Indian Point 3 and FitzPatrick plants were transferred to Entergy by NYPA in January 2017. See Note 9 to the financial statements for further discussion of the decommissioning agreements with NYPA and see Note 14 to the financial statements, for further discussion ofin January 2019, Entergy completed the sale of FitzPatrick.the Vermont Yankee plant to NorthStar. As part of the transaction, Entergy transferred the Vermont Yankee decommissioning trust fund to NorthStar. As of December 31, 2018, the value of the decommissioning trust fund was $532 million.

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 30% interest in River Bend formerly owned by Cajun, Entergy Louisiana has recordedrecords an offsetting amount of unrealized gains/(losses) in other deferred credits.credits for the unrealized trust earnings not currently expected to be needed to decommission the plant.  Decommissioning trust funds for Pilgrim, Indian Point 1, Indian Point 2, Indian Point 3, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment.  Accordingly, unrealized gains/(losses) recorded on the equity securities in the trust funds are recognized in earnings. Unrealized gains recorded on the assetsavailable-for-sale debt securities in thesethe trust funds are recognized in the accumulated other comprehensive income component of shareholders’ equity because these assets are classified as available for sale.equity. Unrealized losses (where cost exceeds fair market value) on the assetsavailable-for-sale debt securities in thesethe 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.  A portion of Entergy’s decommissioning trust funds are held in a wholly-owned registered investment company, and unrealized gains and losses on both the equity and debt securities held in the registered investment company are recognized 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 unrealized gains/(losses) recognized during the year ended December 31, 2018 on equity securities still held as of December 31, 2016 and 2015 are summarized as follows:
  2016 2015
  Fair Value Total Unrealized Gains Total Unrealized Losses Fair Value Total Unrealized Gains Total Unrealized Losses
  (In Millions)
Equity Securities 
$3,511
 
$1,673
 
$1
 
$3,195
 
$1,396
 
$2
Debt Securities 2,213
 34
 27
 2,155
 41
 17
Total 
$5,724
 
$1,707
 
$28
 
$5,350
 
$1,437
 
$19

The fair values of the decommissioning trust funds related to the Entergy Wholesale Commodities nuclear plants as of December 31, 2016 are $443 million for Indian Point 1, $564 million for Indian Point 2, $412 million for Palisades, $960 million for Pilgrim, and $584 million for Vermont Yankee. The fair values of the decommissioning trust funds for the Registrant Subsidiaries’ nuclear plants are detailed below.

Deferred taxes on unrealized gains/(losses) are recorded in other comprehensive income (loss) 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 $399 million and $342 million as of December 31, 2016 and 2015, respectively.  The amortized cost of debt securities was $2,212 million as of December 31, 2016 and $2,124 million as of December 31, 2015.  As of December 31, 2016, the debt securities have an average coupon rate of approximately 3.21%, an average duration of approximately 5.89 years, and an average maturity of approximately 9.39 years.2018 were ($249) million. The equity securities are generally held in funds that are designed to approximate or somewhat exceed the

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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 Indexindex or the Russell 3000 Index. The debt securities are generally held in individual government and credit issuances.

The available-for-sale securities held as of December 31, 2018 and 2017 are summarized as follows:
  Fair Value Total Unrealized Gains Total Unrealized Losses
  (In Millions)
2018      
Debt Securities (a) 
$2,495
 
$19
 
$35
       
2017      
Equity Securities 
$4,662
 
$2,131
 
$1
Debt Securities 2,550
 44
 16
Total 
$7,212
 
$2,175
 
$17

(a)Debt securities presented herein do not include the $389 million of debt securities held in the wholly-owned registered investment company, which are not accounted for as available-for-sale.    
The unrealized gains/(losses) above are reported before deferred taxes of $472 million as of December 31, 2017 for equity securities, and ($1) million as of December 31, 2018 and $7 million as of December 31, 2017 for debt securities. The amortized cost of available-for-sale debt securities was $2,511 million as of December 31, 2018 and $2,539 million as of December 31, 2017.  As of December 31, 2018, available-for-sale debt securities have an average

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coupon rate of approximately 3.19%, an average duration of approximately 4.50 years, and an average maturity of approximately 7.93 years.

The fair value and gross unrealized losses of available-for-sale equitydebt securities, summarized by length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2018:
 Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$652
 
$9
More than 12 months782
 26
Total
$1,434
 
$35

The fair value and debtgross unrealized losses of available-for-sale securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2016 and 2015:2017:
 2016 2015
 Equity Securities Debt Securities Equity Securities Debt Securities
 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$23
 
$1
 
$1,169
 
$26
 
$54
 
$2
 
$1,031
 
$15
More than 12 months1
 
 20
 1
 1
 
 61
 2
Total
$24
 
$1
 
$1,189
 
$27
 
$55
 
$2
 
$1,092
 
$17

The unrealized losses in excess of twelve months on equity securities above relate to Entergy’s Utility operating companies and System Energy.
 Equity Securities Debt Securities
 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$8
 
$1
 
$1,099
 
$7
More than 12 months
 
 265
 9
Total
$8
 
$1
 
$1,364
 
$16

The fair value of available-for-sale debt securities, summarized by contractual maturities, as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Millions)(In Millions)
less than 1 year
$125
 
$77

$199
 
$74
1 year - 5 years763
 857
1,066
 902
5 years - 10 years719
 704
544
 812
10 years - 15 years109
 124
77
 147
15 years - 20 years73
 50
78
 100
20 years+424
 343
531
 515
Total
$2,213
 
$2,155

$2,495
 
$2,550

During the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, proceeds from the dispositions of available-for-sale securities amounted to $2,409$2,406 million, $2,492$3,163 million, and $1,872$2,409 million, respectively.  During the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, gross gains of $32$7 million, $72$149 million, and $39$32 million, respectively, and gross losses of $13$47 million, $13 million, and $8$13 million, respectively, related to available-for-sale securities were reclassified out of other comprehensive income or other regulatory liabilities/assets into earnings.

The fair values of the decommissioning trust funds related to the Entergy Wholesale Commodities nuclear plants as of December 31, 2018 are $471 million for Indian Point 1, $598 million for Indian Point 2, $781 million for Indian Point 3, $444 million for Palisades, $1,028 million for Pilgrim, and $532 million for Vermont Yankee. The fair values of the decommissioning trust funds related to the Entergy Wholesale Commodities nuclear plants as of December 31, 2017 are $491 million for Indian Point 1, $621 million for Indian Point 2, $798 million for Indian Point 3, $458

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million for Palisades, $1,068 million for Pilgrim, and $613 million for Vermont Yankee. The fair values of the decommissioning trust funds for the Registrant Subsidiaries’ nuclear plants are detailed below.

Entergy Arkansas

Entergy Arkansas holds debt and equity securities classified asand available-for-sale debt securities in nuclear decommissioning trust accounts.  The available-for-sale securities held as of December 31, 20162018 and 20152017 are summarized as follows:
 2016 2015 Fair Value Total Unrealized Gains Total Unrealized Losses
 Fair Value Total Unrealized Gains Total Unrealized Losses Fair Value Total Unrealized Gains Total Unrealized Losses (In Millions)
2018      
Debt Securities 
$381.3
 
$0.6
 
$8.2
 (In Millions)      
2017      
Equity Securities 
$525.4
 
$281.5
 
$—
 
$467.4
 
$234.4
 
$0.2
 
$596.7
 
$354.9
 
$—
Debt Securities 309.3
 3.4
 4.2
 303.9
 4.1
 2.2
 348.2
 2.1
 3.0
Total 
$834.7
 
$284.9
 
$4.2
 
$771.3
 
$238.5
 
$2.4
 
$944.9
 
$357.0
 
$3.0

The amortized cost of available-for-sale debt securities was $310.1$389 million as of December 31, 20162018 and $301.8$349.1 million as of December 31, 2015.2017.  As of December 31, 2016,2018, the available-for-sale debt securities have an average coupon rate of approximately 2.65%2.87%, an average duration of approximately 5.374.75 years, and an average maturity of approximately 6.317.34 years.

The unrealized gains/(losses) recognized during the year ended December 31, 2018 on equity securities still held as of December 31, 2018 were ($49.3) million. 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.

The fair value and gross unrealized losses of available-for-sale equitydebt securities, summarized by length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2018:
 Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$65.8
 
$0.5
More than 12 months231.1
 7.7
Total
$296.9
 
$8.2


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The fair value and gross unrealized losses of available-for-sale securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2016 and 2015:2017:
2016 2015
Equity Securities Debt Securities Equity Securities Debt SecuritiesEquity Securities Debt Securities
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized LossesFair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
(In Millions)(In Millions)
Less than 12 months
$—
 
$—
 
$146.7
 
$4.2
 
$7.8
 
$0.2
 
$111.4
 
$1.7

$—
 
$—
 
$168.0
 
$1.2
More than 12 months
 
 
 
 
 
 18.5
 0.5

 
 41.4
 1.8
Total
$—
 
$—
 
$146.7
 
$4.2
 
$7.8
 
$0.2
 
$129.9
 
$2.2

$—
 
$—
 
$209.4
 
$3.0

The fair value of available-for-sale debt securities, summarized by contractual maturities, as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Millions)(In Millions)
less than 1 year
$16.7
 
$1.8

$32.5
 
$13.0
1 year - 5 years106.2
 145.2
170.3
 123.4
5 years - 10 years161.2
 138.5
114.0
 180.6
10 years - 15 years7.7
 2.4
10.3
 4.8
15 years - 20 years1.0
 2.0
8.1
 3.4
20 years+16.5
 14.0
46.1
 23.0
Total
$309.3
 
$303.9

$381.3
 
$348.2

During the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, proceeds from the dispositions of available-for-sale securities amounted to $197.4$82.1 million, $213$339.4 million, and $181.5$197.4 million, respectively.  During the years ended December 31, 2018, 2017, and 2016, gross gains of $0.1 million, $17.7 million, and $1.8 million, respectively, and gross losses of $2.9 million, $0.6 million, and $0.8 million, respectively, related to available-for-sale securities were reclassified out of other regulatory liabilities/assets into earnings.

Entergy Louisiana

Entergy Louisiana holds equity securities and available-for-sale debt securities in nuclear decommissioning trust accounts.  The available-for-sale securities held as of December 31, 2018 and 2017 are summarized as follows:
  Fair Value Total Unrealized Gains Total Unrealized Losses
  (In Millions)
2018      
Debt Securities 
$532.9
 
$4.1
 
$6.0
       
2017      
Equity Securities 
$818.3
 
$461.2
 
$—
Debt Securities 493.8
 10.9
 3.6
Total 
$1,312.1
 
$472.1
 
$3.6


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2016, 2015, and 2014, gross gains of $1.8 million, $5.9 million, and $8.7 million, respectively, and gross losses of $0.8 million, $0.3 million, and $0.3 million, respectively, were recorded in earnings.

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of December 31, 2016 and 2015 are summarized as follows:
  2016 2015
  Fair Value Total Unrealized Gains Total Unrealized Losses Fair Value Total Unrealized Gains Total Unrealized Losses
  (In Millions)
Equity Securities 
$715.9
 
$346.6
 
$—
 
$632.4
 
$283.7
 
$0.2
Debt Securities 424.8
 8.0
 5.0
 409.9
 13.2
 2.4
Total 
$1,140.7
 
$354.6
 
$5.0
 
$1,042.3
 
$296.9
 
$2.6

The amortized cost of available-for-sale debt securities was $421.9$534.8 million as of December 31, 20162018 and $399.2$490 million as of December 31, 2015.2017.  As of December 31, 2016,2018, the available-for-sale debt securities have an average coupon rate of approximately 3.78%4.04%, an average duration of approximately 5.596.51 years, and an average maturity of approximately 10.9913.59 years.

The unrealized gains/(losses) recognized during the year ended December 31, 2018 on equity securities still held as of December 31, 2018 were ($61.6) million. 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.

The fair value and gross unrealized losses of available-for-sale equitydebt securities, summarized by length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2018:
 Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$170.1
 
$2.1
More than 12 months145.8
 3.9
Total
$315.9
 
$6.0

The fair value and debtgross unrealized losses of available-for-sale securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2016 and 2015:2017:
2016 2015
Equity Securities Debt Securities Equity Securities Debt SecuritiesEquity Securities Debt Securities
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized LossesFair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
(In Millions)(In Millions)
Less than 12 months
$—
 
$—
 
$198.8
 
$4.8
 
$9.4
 
$0.2
 
$124.0
 
$2.0

$—
 
$—
 
$135.3
 
$1.1
More than 12 months
 
 4.8
 0.2
 
 
 7.4
 0.4

 
 84.4
 2.5
Total
$—
 
$—
 
$203.6
 
$5.0
 
$9.4
 
$0.2
 
$131.4
 
$2.4

$—
 
$—
 
$219.7
 
$3.6

The fair value of available-for-sale debt securities, summarized by contractual maturities, as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Millions)(In Millions)
less than 1 year
$31.4
 
$27.1

$31.1
 
$23.2
1 year - 5 years99.1
 124.0
130.5
 122.8
5 years - 10 years122.8
 114.3
111.0
 109.3
10 years - 15 years41.4
 39.3
29.0
 52.7
15 years - 20 years30.9
 26.5
37.1
 50.7
20 years+99.2
 78.7
194.2
 135.1
Total
$424.8
 
$409.9

$532.9
 
$493.8

During the years ended December 31, 2018, 2017, and 2016, proceeds from the dispositions of available-for-sale securities amounted to $401.7 million, $231.3 million, and $219.2 million, respectively.  During the years ended December 31, 2018, 2017, and 2016, gross gains of $2.1 million, $12 million, and $3.9 million, respectively, and gross

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During the years ended December 31, 2016, 2015, and 2014, proceeds from the dispositionslosses of securities amounted to $219.2$7.5 million, $123.5$0.4 million, and $216.7 million, respectively.  During the years ended December 31, 2016, 2015, and 2014, gross gains of $3.9 million, $1.9 million, and $2.2$0.4 million, respectively, and gross lossesrelated to available-for-sale securities were reclassified out of $0.4 million, $0.3 million, and $0.3 million, respectively, were recorded inother regulatory liabilities/assets into earnings.

System Energy    

System Energy holds debt and equity securities classified asand available-for-sale debt securities in nuclear decommissioning trust accounts.  The available-for-sale securities held as of December 31, 20162018 and 20152017 are summarized as follows:
 2016 2015 Fair Value Total Unrealized Gains Total Unrealized Losses
 Fair Value Total Unrealized Gains Total Unrealized Losses Fair Value Total Unrealized Gains Total Unrealized Losses (In Millions)
2018      
Debt Securities 
$364.2
 
$2.9
 
$5.8
 (In Millions)      
2017      
Equity Securities 
$473.9
 
$221.9
 
$0.1
 
$423.7
 
$179.2
 
$0.3
 
$575.2
 
$308.6
 
$—
Debt Securities 306.6
 2.0
 4.5
 277.8
 2.2
 2.3
 330.5
 4.2
 1.2
Total 
$780.5
 
$223.9
 
$4.6
 
$701.5
 
$181.4
 
$2.6
 
$905.7
 
$312.8
 
$1.2

The amortized cost of available-for-sale debt securities was $309.1$367.1 million as of December 31, 20162018 and $270.7$327.5 million as of December 31, 2015.2017.  As of December 31, 2016,2018, the available-for-sale debt securities have an average coupon rate of approximately 1.89%3.15%, an average duration of approximately 5.046.05 years, and an average maturity of approximately 6.308.86 years.

The unrealized gains/(losses) recognized during the year ended December 31, 2018 on equity securities still held as of December 31, 2018 were ($40.7) million. 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.

The fair value and gross unrealized losses of available-for-sale equitydebt securities, summarized by length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2018:
 Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$89.7
 
$2.4
More than 12 months79.8
 3.4
Total
$169.5
 
$5.8


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The fair value and gross unrealized losses of available-for-sale securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2016 and 2015:2017:
 2016 2015
 Equity Securities Debt Securities Equity Securities Debt Securities
 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$220.9
 
$4.4
 
$8.3
 
$0.2
 
$200.4
 
$2.2
More than 12 months
 0.1
 0.8
 0.1
 0.9
 0.1
 5.0
 0.1
Total
$—
 
$0.1
 
$221.7
 
$4.5
 
$9.2
 
$0.3
 
$205.4
 
$2.3


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 Equity Securities Debt Securities
 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$196.9
 
$1.0
More than 12 months
 
 10.4
 0.2
Total
$—
 
$—
 
$207.3
 
$1.2

The fair value of available-for-sale debt securities, summarized by contractual maturities, as of December 31, 20162018 and 20152017 are as follows:
2016 20152018 2017
(In Millions)(In Millions)
less than 1 year
$6.6
 
$2.0

$22.8
 
$4.1
1 year - 5 years188.2
 181.2
188.0
 173.0
5 years - 10 years78.5
 63.0
73.4
 78.5
10 years - 15 years1.3
 4.4
5.2
 1.0
15 years - 20 years7.8
 1.6
10.2
 6.9
20 years+24.2
 25.6
64.6
 67.0
Total
$306.6
 
$277.8

$364.2
 
$330.5

During the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, proceeds from the dispositions of available-for-sale securities amounted to $499.3$361.9 million, $390.4$565.4 million, and $392.9$499.3 million, respectively.  During the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, gross gains of $3.5$0.5 million, $3.3$1.4 million, and $1.8$3.5 million, respectively, and gross losses of $6.1 million, $3.3 million, and $1.7 million, $0.5 million, and $0.9 million, respectively, related to available-for-sale securities were recorded inreclassified out of other regulatory liabilities/assets into earnings.

Other-than-temporary impairments and unrealized gains and losses

Entergy evaluates investmentthe available-for-sale debt securities in the Entergy Wholesale Commodities’ nuclear decommissioning trust funds with 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 years ended December 31, 2016, 2015,2018, 2017, and 2014.  The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment is based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.2016. 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 2016, 2015, and 2014, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.


NOTE 17.  VARIABLE INTEREST ENTITIES (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Under applicable authoritative accounting guidance, a variable interest entity (VIE) is an entity that conducts a business or holds property that possesses any of the following characteristics: an insufficient amount of equity at risk

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to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or where equity holders do not receive expected losses or returns. An entity may have an interest in a VIE through ownership or other contractual rights or obligations, and is required to consolidate a VIE if it is the VIE’s primary beneficiary. The primary beneficiary of a VIE is the entity that has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and has the obligation to absorb losses or has the right to residual returns that would potentially be significant to the entity.


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Entergy Arkansas, Entergy Louisiana, and System Energy consolidate the respective companies from which they lease nuclear fuel, usually in a sale and leaseback transaction. This is because Entergy directs the nuclear fuel companies with respect to nuclear fuel purchases, assists the nuclear fuel companies in obtaining financing, and, if financing cannot be arranged, the lessee (Entergy Arkansas, Entergy Louisiana, or System Energy) is responsible to repurchase nuclear fuel to allow the nuclear fuel company (the VIE) to meet its obligations. During the term of the arrangements, none of the Entergy operating companies have been required to provide financial support apart from their scheduled lease payments. See Note 4 to the financial statements for details of the nuclear fuel companies’ credit facility and commercial paper borrowings and long-term debt that are reported by Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy. These amounts also represent Entergy’s and the respective Registrant Subsidiary’s maximum exposure to losses associated with their respective interests in the nuclear fuel companies.

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

Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, is a variable interest entity and Entergy Arkansas is the primary beneficiary. In August 2010, Entergy Arkansas Restoration Funding issued storm cost recovery bonds to finance Entergy Arkansas’s January 2009 ice storm damage restoration costs. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds.  The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas.  Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections. See Note 5 to the financial statements for additional details regarding the storm cost recovery bonds.

Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, is a variable interest entity and Entergy Louisiana is the primary beneficiary. In September 2011, Entergy Louisiana Investment Recovery Funding issued investment recovery bonds to recover Entergy Louisiana’s investment recovery costs associated with the canceled Little Gypsy repowering project.  With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance

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sheet.  The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana.  Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections. See Note 5 to the financial statements for additional details regarding the investment recovery bonds.

Entergy New Orleans Storm Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy New Orleans, is a variable interest entity, and Entergy New Orleans is the primary beneficiary. In July 2015,

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Entergy New Orleans Storm Recovery Funding issued storm cost recovery bonds to recover Entergy New Orleans’s Hurricane Isaac storm restoration costs, including carrying costs, the costs of funding and replenishing the storm recovery reserve, and up-front financing costs associated with the securitization. With the proceeds, Entergy New Orleans Storm Recovery Funding purchased from Entergy New Orleans the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy New Orleans balance sheet. The creditors of Entergy New Orleans do not have recourse to the assets or revenues of Entergy New Orleans Storm Recovery Funding, including the storm recovery property, and the creditors of Entergy New Orleans Storm Recovery Funding do not have recourse to the assets or revenues of Entergy New Orleans. Entergy New Orleans has no payment obligations to Entergy New Orleans Storm Recovery Funding except to remit storm recovery charge collections. See Note 5 to the financial statements for additional details regarding the securitization bonds.

Entergy Louisiana was considered to hold a variable interest in the lessor from which it leased an undivided interest in the Waterford 3 nuclear plant. After Entergy Louisiana acquired a beneficial interest in the leased assets in March 2016, however, the lessor was no longer considered a variable interest entity. Entergy Louisiana made payments on its lease, including interest, of $9.2 million through March 2016, $28.8 million in 2015, and $31 million in 2014.2016.  See Note 10 to the financial statements for a discussion of Entergy Louisiana’s purchase of the Waterford 3 leased assets.

System Energy is considered to hold a variable interest in the lessor from which it leases an undivided interest in the Grand Gulf nuclear plant.  System Energy is the lessee under this arrangement, which is described in more detail in Note 10 to the financial statements. System Energy made payments on its lease, including interest, of $17.2 million in 2016, $52.32018, $17.2 million in 2015,2017, and $51.6$17.2 million in 2014.2016.  The lessor is a bank acting in the capacity of owner trustee for the benefit of equity investors in the transaction pursuant to trust agreement entered solely for the purpose of facilitating the lease transaction.  It is possible that System Energy may be considered as the primary beneficiary of the lessor, but Entergyit is unable to apply the authoritative accounting guidance with respect to this VIE because the lessor is not required to, and could not, provide the necessary financial information to consolidate the lessor.  Because EntergySystem Energy accounts for this leasing arrangement as a capital financing, however, EntergySystem Energy believes that consolidating the lessor would not materially affect the financial statements.  In the unlikely event of default under a lease, remedies available to the lessor include payment by the lessee of the fair value of the undivided interest in the plant, payment of the present value of the basic rent payments, or payment of a predetermined casualty value.  EntergySystem Energy believes, however, that the obligations recorded on the balance sheet materially represent the company’sits potential exposure to loss.

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

NOTE 18.   TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Each Registrant Subsidiary purchases electricity from or sells electricity to the other Registrant Subsidiaries,

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or both, under rate schedules filed with the FERC.  The Registrant Subsidiaries receive management, technical, advisory, operating, and administrative services from Entergy Services; and receive management, technical, and operating services from Entergy Operations.  These transactions are on an “at cost” basis.

As described in Note 1 to the financial statements, all of System Energy’s operating revenues consist of billings to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.


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As described in Note 4 to the financial statements, the Registrant Subsidiaries participate in Entergy’s money pool and earn interest income from the money pool.  As described in Note 2 to the financial statements, Entergy Louisiana receives preferred membership interest distributions from Entergy Holdings Company.

The tables below contain the various affiliate transactions of the Utility operating companies, System Energy, and other Entergy affiliates.

Intercompany Revenues
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Millions)
2016
$49.4
 
$376.6
 
$2.9
 
$30.3
 
$180.2
 
$548.3
2015
$127.9
 
$420.2
 
$86.0
 
$66.1
 
$259.1
 
$632.4
2014
$131.2
 
$440.2
 
$169.8
 
$80.1
 
$316.1
 
$664.4
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Millions)
2018
$104.3
 
$299.0
 
$2.5
 
$—
 
$58.8
 
$456.7
2017
$127.8
 
$282.4
 
$1.7
 
$—
 
$57.9
 
$633.5
2016
$49.4
 
$376.6
 
$2.9
 
$30.3
 
$180.2
 
$548.3

Intercompany Operating Expenses
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Millions)
2016
$467.4
 
$670.8
 
$256.5
 
$276.7
 
$343.7
 
$146.0
2015
$508.5
 
$929.4
 
$331.8
 
$278.4
 
$413.7
 
$155.1
2014
$596.6
 
$1,027.6
 
$367.6
 
$249.5
 
$445.3
 
$156.7
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Millions)
2018
$471.9
 
$627.8
 
$266.8
 
$256.4
 
$240.2
 
$176.5
2017
$510.2
 
$619.5
 
$310.5
 
$286.1
 
$234.6
 
$197.0
2016
$467.4
 
$670.8
 
$256.5
 
$276.7
 
$343.7
 
$146.0

Intercompany Interest and Investment Income
 Entergy Louisiana 
Entergy
Mississippi
 
System
Energy
 (In Millions)
      
2016
$127.7
 
$0.1
 
$0.1
2015
$133.6
 
$—
 
$—
2014
$117.9
 
$—
 
$—
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
   (In Millions)
            
2018
$0.4
 
$128.2
 
$—
 
$—
 
$0.2
 
$1.2
2017
$—
 
$128.0
 
$—
 
$0.2
 
$—
 
$0.9
2016
$—
 
$127.7
 
$0.1
 
$—
 
$—
 
$0.1

Transactions with Equity Method Investees

EWO Marketing, LLC, an indirect wholly-owned subsidiary of Entergy, paid capacity charges and gas transportation to RS Cogen in the amounts of $24 million in 2018, $24.6 million in 2017, and $24.7 million in 2016, $24.5 million in 2015, and $23.1 million in 2014.2016.

Entergy’s operating transactions with its other equity method investees were not significant in 2016, 2015,2018, 2017, or 2014.


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NOTE 19.  REVENUE RECOGNITION (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Revenue Recognition

Entergy implemented ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective January 1, 2018. Topic 606 requires entities to “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. This accounting was applied to all contracts using the modified retrospective method, which requires an adjustment to retained earnings for the cumulative effect of adopting the standard as of the effective date. Because the standard did not result in any material change in how Entergy recognizes revenue, however, no adjustment to retained earnings was required. Similarly, there was no effect on revenues recognized under Topic 606 for the year ended December 31, 2018.

Revenues from electric service and the sale of natural gas are recognized when services are transferred to the customer in an amount equal to what Entergy has the right to bill the customer because this amount represents the value of services provided to customers.

Entergy’s total revenues for the year ended December 31, 2018 were as follows:

2018
(In Thousands)
Utility:
Residential
$3,565,522
Commercial2,426,477
Industrial2,499,227
Governmental225,882
    Total billed retail8,717,108
Sales for resale (a)299,567
Other electric revenues (b)326,910
Non-customer revenues (c)40,526
    Total electric revenues9,384,111
Natural gas156,436
Entergy Wholesale Commodities:
Competitive businesses sales (a)1,547,994
Non-customer revenues (c)(79,089)
    Total competitive businesses1,468,905
    Total operating revenues
$11,009,452


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The Registrant Subsidiaries’ total revenues for the year ended December 31, 2018 were as follows:
2018 
Entergy
Arkansas
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New
Orleans
 
Entergy
Texas
  (In Thousands)
           
Residential 
$807,098
 
$1,244,413
 
$578,568
 
$261,585
 
$673,858
Commercial 425,523
 941,321
 461,832
 217,182
 380,619
Industrial 434,387
 1,462,462
 175,056
 33,371
 393,951
Governmental 16,537
 68,587
 43,747
 72,058
 24,953
    Total billed retail 1,683,545

3,716,783

1,259,203

584,196

1,473,381
           
Sales for resale (a) 248,861
 356,603
 25,812
 29,506
 97,478
Other electric revenues (b) 111,875
 144,978
 39,897
 4,718
 31,413
Non-customer revenues (c) 16,362
 14,177
 10,200
 6,313
 3,630
    Total electric revenues 2,060,643
 4,232,541
 1,335,112
 624,733
 1,605,902
           
Natural gas 
 63,779
 
 92,657
 
           
    Total operating revenues 
$2,060,643
 
$4,296,320
 
$1,335,112
 
$717,390
 
$1,605,902

(a)Sales for resale and competitive businesses sales include day-ahead sales of energy in a market administered by an ISO. These sales represent financially binding commitments for the sale of physical energy the next day. These sales are adjusted to actual power generated and delivered in the real time market. Given the short duration of these transactions, Entergy does not consider them to be derivatives subject to fair value adjustments, and includes them as part of customer revenues.
(b)Other electric revenues consist primarily of transmission and ancillary services provided to participants of an ISO-administered market and unbilled revenue.
(c)Non-customer revenues include the settlement of financial hedges, occasional sales of inventory, alternative revenue programs, provisions for revenue subject to refund, and late fees.

Electric Revenues

Entergy’s primary source of revenue is from retail electric sales sold under tariff rates approved by regulators in its various jurisdictions. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, Mississippi, and Texas. Energy is provided on demand throughout the month, measured by a meter located at the customer’s property. Approved rates vary by customer class due to differing requirements of the customers and market factors involved in fulfilling those requirements. Entergy issues monthly bills to customers at rates approved by regulators for power and related services provided during the previous billing cycle.

To the extent that deliveries have occurred but a bill has not been issued, Entergy’s Utility operating companies record an estimate for energy delivered since the latest billings. The Utility operating companies calculate the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and market prices of power in the respective jurisdiction. The inputs are revised as needed to approximate actual usage and cost. Each month, estimated unbilled amounts are recorded as unbilled revenue and accounts receivable, and the prior month’s estimate is reversed. Price and volume differences resulting from factors

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such as weather affect the calculation of unbilled revenues from one period to the other. This may result in variability of reported revenues from one period to the next as prior estimates are reversed and new estimates recorded.

Entergy may record revenue based on rates that are subject to refund. Such revenues are reduced by estimated refund amounts when Entergy believes refunds are probable based on the status of rate proceedings as of the date financial statements are prepared. Because these refunds will be made through a reduction in future rates, and not as a reduction in bills previously issued, they are presented as non-customer revenue in the table above.

System Energy’s only source of revenue is the sale of electric power and capacity generated from its 90% interest in the Grand Gulf nuclear plant to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy issues monthly bills to its affiliated customers equal to its actual operating costs plus a return on common equity approved by the FERC.

Entergy’s Utility operating companies also sell excess power not needed for its own customers, primarily through transactions with MISO, a regional transmission organization that maintains functional control over the combined transmission systems of its members and manages one of the largest energy markets in the U.S. In the MISO market, Entergy offers its generation and bids its load into the market. MISO settles these offers and bids based on locational marginal prices. These represent pricing for energy at a given location based on a market clearing price that takes into account physical limitations on the transmission system, generation, and demand throughout the MISO region. MISO evaluates each market participant’s energy offers and demand bids to economically and reliably dispatch the entire MISO system. Entergy nets purchases and sales within the MISO market and reports in operating revenues when in a net selling position and in operating expenses when in a net purchasing position.

Natural Gas

Entergy Louisiana and Entergy New Orleans also distribute natural gas to retail customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively. Gas transferred to customers is measured by a meter at the customer’s property. Entergy issues monthly invoices to customers at rates approved by regulators for the volume of gas transferred to date.

Competitive Businesses Revenues

The Entergy Wholesale Commodities segment derives almost all of its revenue from sales of electric power and capacity produced by its operating plants to wholesale customers. The majority of Entergy Wholesale Commodities revenues are from Entergy’s nuclear power plants located in the northern United States. Entergy issues monthly invoices to the counterparties for these electric sales at the respective contracted or ISO market rate of electricity and related services provided during the previous month.

Most of the Palisades nuclear plant output is sold under a 15-year PPA with Consumers Energy, executed as part of the acquisition of the plant in 2007 and expiring in 2022. The PPA prices are for a set price per MWh and escalate each year, up to $61.50/MWh in 2022. Entergy issues monthly invoices to Consumers Energy for electric sales based on the actual output of electricity and related services provided during the previous month at the contract price. Additionally, as the PPA pricing was considered below-market at the time of acquisition, a liability was recorded for the fair value of the below-market PPA, and is being amortized to revenue over the life of the agreement.

Practical Expedients and Exceptions

Entergy has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, or for revenue recognized in an amount equal to what Entergy has the right to bill the customer for services performed.


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Most of Entergy’s contracts, except in a few cases where there are defined minimums or stated terms, are on demand. This results in customer bills that vary each month based on an approved tariff and usage. Entergy imposes monthly or annual minimum requirements on some customers primarily as credit and cost recovery guarantees and not as pricing for unsatisfied performance obligations. These minimums typically expire after the initial term or when specified costs have been recovered. The minimum amounts are part of each month’s bill and recognized as revenue accordingly. Some of the subsidiaries within the Entergy Wholesale Commodities segment have operations and maintenance services contracts that have fixed components and terms longer than one year. The total fixed consideration related to these unsatisfied performance obligations, however, is not material to Entergy revenues.

Recovery of Fuel Costs

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

Taxes Imposed on Revenue-Producing Transactions

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


NOTE 20.  QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Operating results for the four quarters of 20162018 and 20152017 for Entergy Corporation and subsidiaries were:
Operating Revenues Operating Income (Loss) Consolidated Net Income (Loss) Net Income (Loss) Attributable to Entergy CorporationOperating Revenues Operating Income (Loss) Consolidated Net Income (Loss) Net Income (Loss) Attributable to Entergy Corporation
(In Thousands)(In Thousands)
2016:   
2018:   
First Quarter
$2,609,852
 
$498,218
 
$235,242
 
$229,966

$2,723,881
 
$335,664
 
$136,200
 
$132,761
Second Quarter
$2,462,562
 
$442,258
 
$572,590
 
$567,314

$2,668,770
 
$91,597
 
$248,860
 
$245,421
Third Quarter
$3,124,703
 
$772,060
 
$393,204
 
$388,170

$3,104,319
 
$271,035
 
$539,818
 
$536,379
Fourth Quarter
$2,648,528
 
($2,599,001) 
($1,765,539) 
($1,769,068)
$2,512,482
 
($228,931) 
($62,323) 
($65,900)
2015:   
2017:   
First Quarter
$2,920,090
 
$542,769
 
$302,929
 
$298,050

$2,588,458
 
$195,493
 
$86,051
 
$82,605
Second Quarter
$2,713,231
 
$377,383
 
$153,722
 
$148,843

$2,618,550
 
$168,839
 
$413,368
 
$409,922
Third Quarter
$3,371,406
 
($965,016) 
($718,233) 
($723,027)
$3,243,628
 
$759,003
 
$401,644
 
$398,198
Fourth Quarter
$2,508,523
 
($254,300) 
$104,849
 
$99,573

$2,623,845
 
$237,072
 
($475,710) 
($479,113)

Earnings (loss) per average common share
 2016 2015
 Basic Diluted Basic Diluted
First Quarter
$1.29
 
$1.28
 
$1.66
 
$1.65
Second Quarter
$3.17
 
$3.16
 
$0.83
 
$0.83
Third Quarter
$2.17
 
$2.16
 
($4.04) 
($4.04)
Fourth Quarter
($9.89) 
($9.86) 
$0.56
 
$0.56

Results of operations for 2016 include $2,836 million ($1,829 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ Palisades, Indian Point 2, and Indian Point 3 plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges. Results of operations for 2016 also include a reduction of income tax expense, net of unrecognized tax benefits, of $238 million as a result of a tax election to treat a subsidiary that owns one of the Entergy Wholesale Commodities nuclear power plants as a corporation for federal income tax purposes; income tax benefits as a result of the settlement of the 2010-2011 IRS audit, including a $75 million tax benefit recognized by Entergy Louisiana related to the treatment of the Vidalia purchased power agreement and a $54 million net benefit recognized by Entergy Louisiana related to the treatment of proceeds received in 2010 for the financing of Hurricane Gustav and Hurricane Ike storm costs pursuant to Louisiana Act 55; and a reduction in expenses of $100 million ($64 million net-of-tax) due to the effects of recording in 2016 the final court decisions in several lawsuits against the DOE related to spent nuclear fuel storage costs. See Note 3 to the financial statements for additional discussion of the income tax items and Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Results of operations for 2015 includes $2,036 million ($1,317 million net-of-tax) of impairment and related charges primarily to write down the carrying values of the Entergy Wholesale Commodities’ FitzPatrick, Pilgrim, and Palisades plants and related assets to their fair values. See Note 14 to the financial statements for further discussion of the impairment and related charges. As a result of the Entergy Louisiana and Entergy Gulf States Louisiana business

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Notes to Financial Statements


combination, resultsEarnings (loss) per average common share
 2018 2017
 Basic Diluted Basic Diluted
First Quarter
$0.73
 
$0.73
 
$0.46
 
$0.46
Second Quarter
$1.36
 
$1.34
 
$2.28
 
$2.27
Third Quarter
$2.96
 
$2.92
 
$2.22
 
$2.21
Fourth Quarter
($0.37) 
($0.36) 
($2.67) 
($2.66)

Results of operations for 2015 also include two items that occurred in October 2015:2018 include: 1) $532 million ($421 million net-of-tax) of impairment charges due to costs being charged directly to expense as incurred as a deferredresult of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a $170 million reduction of income tax assetexpense and resulting net increase in tax basis of approximately $334 million and 2) a regulatory liability of $107$40 million ($6630 million net-of-tax) as a result of customer credits to be realizedrecognized by electric customersUtility, as a result of internal restructuring; 3) a $107 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a restructuring of the investment holdings in one of its nuclear plant decommissioning trust funds; 4) a $52 million income tax benefit, recognized by Entergy Louisiana, consistentas a result of the settlement of the 2012-2013 IRS audit, associated with the termsHurricane Katrina and Hurricane Rita contingent sharing obligation associated with the Louisiana Act 55 financing; and 5) a $23 million reduction of the stipulated settlement in the business combination proceeding.income tax expense, recognized by Entergy Wholesale Commodities, as a result of a state income tax audit. See Note 214 to the financial statements for further discussion of the business combinationimpairment and customer credits. Results of operations for 2015 also include the sale in December 2015 of the 583 MW Rhode Island State Energy Center for a realized gain of $154 million ($100 million net-of-tax) on the salerelated charges. See Notes 2 and the $77 million ($47 million net-of-tax) write-off and regulatory charges to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project is no longer probable of recovery. See Note 2 to the financial statements for further discussion of the Waterfordinternal restructuring and customer credits. See Note 3 write-off.to the financial statements for further discussion of the IRS audit settlement, the state income tax audit, and restructuring of the decommissioning trust fund investment holdings.

Results of operations for 2017 include: 1) $538 million ($350 million net-of-tax) of impairment charges due to costs being charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a reduction in net income of $181 million, including a $34 million net-of-tax reduction of regulatory liabilities, at Utility and $397 million at Entergy Wholesale Commodities and an increase in net income of $52 million at Parent and Other as a result of Entergy’s re-measurement of its deferred tax assets and liabilities not subject to the ratemaking process due to the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%; and 3) a reduction in income tax expense, net of unrecognized tax benefits, of $373 million as a result of a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. See Note 14 to the financial statements for further discussion of the impairment and related charges. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in the tax classification.


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Notes to Financial Statements


The business of the Utility operating companies is subject to seasonal fluctuations with the peak periods occurring during the third quarter.  Operating results for the Registrant Subsidiaries for the four quarters of 20162018 and 20152017 were:

Operating Revenues
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System EnergyEntergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
(In Thousands)(In Thousands)
2016:           
2018:           
First Quarter
$465,373
 
$955,145
 
$263,046
 
$149,340
 
$378,304
 
$137,693

$551,024
 
$1,029,344
 
$315,743
 
$188,275
 
$348,940
 
$148,443
Second Quarter
$504,252
 
$999,034
 
$248,138
 
$164,920
 
$412,922
 
$151,323

$494,605
 
$1,072,788
 
$353,689
 
$178,446
 
$403,486
 
$112,456
Third Quarter
$654,599
 
$1,249,452
 
$309,739
 
$201,336
 
$442,085
 
$114,039

$568,399
 
$1,206,612
 
$367,734
 
$200,182
 
$477,231
 
$78,965
Fourth Quarter
$462,384
 
$973,417
 
$273,726
 
$149,867
 
$382,308
 
$145,236

$446,615
 
$987,576
 
$297,946
 
$150,487
 
$376,245
 
$116,843
2015:           
2017:           
First Quarter
$511,253
 
$1,069,191
 
$360,815
 
$156,626
 
$411,211
 
$156,039

$474,351
 
$880,783
 
$258,443
 
$168,989
 
$363,927
 
$154,787
Second Quarter
$551,809
 
$1,074,598
 
$344,975
 
$160,752
 
$402,921
 
$163,101

$496,662
 
$1,083,434
 
$291,212
 
$176,222
 
$378,488
 
$164,956
Third Quarter
$714,353
 
$1,298,482
 
$410,743
 
$209,733
 
$498,249
 
$155,899

$673,226
 
$1,290,494
 
$349,197
 
$199,017
 
$432,909
 
$156,106
Fourth Quarter
$476,149
 
$974,875
 
$280,452
 
$144,335
 
$394,822
 
$157,366

$495,680
 
$1,045,839
 
$299,377
 
$171,842
 
$369,569
 
$157,609

Operating Income (Loss)
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System EnergyEntergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
(In Thousands)(In Thousands)
2016:           
2018:           
First Quarter
$54,378
 
$181,618
 
$41,573
 
$21,880
 
$41,269
 
$47,466

$66,647
 
$141,319
 
$41,432
 
$17,869
 
$41,082
 
$30,941
Second Quarter
$73,447
 
$193,752
 
$61,890
 
$26,913
 
$58,039
 
$45,020

$26,501
 
$150,160
 
($63,801) 
$27,943
 
$58,637
 
$23,406
Third Quarter
$188,660
 
$312,951
 
$88,312
 
$42,279
 
$107,964
 
$43,886

$34,785
 
$236,518
 
$45,215
 
$21,544
 
$99,966
 
($17,879)
Fourth Quarter
$29,843
 
$111,066
 
$32,464
 
$8,807
 
$38,338
 
$44,781

($82,704) 
$147,774
 
$23,600
 
$6,836
 
$6,741
 
$7,212
2015:           
2017:           
First Quarter
$36,656
 
$185,776
 
$54,839
 
$20,745
 
$44,013
 
$47,784

$42,696
 
$158,766
 
$40,159
 
$21,983
 
$38,620
 
$42,482
Second Quarter
$55,149
 
$191,068
 
$58,086
 
$20,154
 
$44,064
 
$45,470

$72,625
 
$200,018
 
$55,795
 
$27,823
 
$47,802
 
$43,035
Third Quarter
$109,236
 
$294,436
 
$74,264
 
$34,734
 
$86,624
 
$47,135

$173,270
 
$298,674
 
$84,813
 
$33,771
 
$78,993
 
$38,980
Fourth Quarter
($21,635) 
$47,052
 
$24,717
 
$9,337
 
$8,944
 
$45,239

$18,180
 
$217,179
 
$43,049
 
$12,832
 
$34,143
 
$42,486


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Notes to Financial Statements


Net Income (Loss)
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System EnergyEntergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
(In Thousands)(In Thousands)
2016:           
2018:           
First Quarter
$19,294
 
$111,606
 
$17,118
 
$11,167
 
$14,562
 
$25,958

$36,255
 
$111,593
 
$22,843
 
$10,882
 
$17,350
 
$22,308
Second Quarter
$33,891
 
$253,325
 
$32,194
 
$11,843
 
$24,058
 
$25,090

$82,556
 
$184,358
 
$38,242
 
$18,269
 
$30,789
 
$23,387
Third Quarter
$110,148
 
$189,506
 
$46,612
 
$23,701
 
$56,133
 
$22,370

$128,890
 
$218,308
 
$50,733
 
$21,407
 
$65,846
 
$22,972
Fourth Quarter
$3,879
 
$67,610
 
$13,260
 
$2,138
 
$12,785
 
$23,326

$5,006
 
$161,355
 
$14,260
 
$2,594
 
$48,250
 
$25,442
2015:           
2017:           
First Quarter
$17,865
 
$126,109
 
$24,935
 
$11,292
 
$16,591
 
$25,533

$14,304
 
$94,378
 
$17,158
 
$10,978
 
$10,854
 
$20,347
Second Quarter
$21,525
 
$108,981
 
$26,279
 
$10,895
 
$14,890
 
$21,860

$38,550
 
$124,479
 
$28,303
 
$14,882
 
$21,101
 
$19,350
Third Quarter
$55,662
 
$187,140
 
$36,576
 
$19,163
 
$43,314
 
$25,223

$92,638
 
$186,284
 
$46,545
 
$18,529
 
$39,588
 
$20,583
Fourth Quarter
($20,780) 
$24,409
 
$4,918
 
$3,575
 
($5,170) 
$38,702

($5,648) 
($88,794) 
$18,026
 
$164
 
$4,630
 
$18,316

Earnings (Loss) Applicable to Common Equity
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New OrleansEntergy Arkansas Entergy Mississippi Entergy New Orleans
(In Thousands)(In Thousands)
2016:       
2018:     
First Quarter
$17,576
 
$111,606
 
$16,411
 
$10,926

$35,898
 
$22,605
 
$10,882
Second Quarter
$32,173
 
$253,325
 
$31,487
 
$11,602

$82,199
 
$38,003
 
$18,269
Third Quarter
$108,672
 
$189,506
 
$45,905
 
$23,460

$128,533
 
$50,495
 
$21,407
Fourth Quarter
$3,521
 
$67,610
 
$12,938
 
$1,896

$4,828
 
$14,141
 
$2,594
2015:       
2017:     
First Quarter
$16,147
 
$124,165
 
$24,228
 
$11,051

$13,947
 
$16,920
 
$10,737
Second Quarter
$19,807
 
$107,037
 
$25,572
 
$10,654

$38,193
 
$28,064
 
$14,641
Third Quarter
$53,944
 
$185,290
 
$35,869
 
$18,922

$92,281
 
$46,307
 
$18,288
Fourth Quarter
($22,499) 
$24,410
 
$4,211
 
$3,333

($6,005) 
$17,788
 
$46



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ENTERGY’S BUSINESS

Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations.  Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, including nearly 10,0009,000 MW of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy had annual revenues of $10.8$11 billion in 20162018 and had more than 13,000 employees as of December 31, 2016.2018.

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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. 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. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.

See Note 13 to the financial statements for financial information regarding Entergy’s business segments.

Strategy

Entergy’s missionstrategy is to operate a world-class energyutility business that creates sustainable value for its owners, customers, employees, communities, and communities.  Entergy aspires to achieve top quartile total shareholder returns in a socially and environmentally responsible fashion by leveraging the scale and expertise inherent in its operations.owners.  Entergy’s current scope includes electricity generation, transmission, and distribution as well as natural gas distribution.  Entergy focuses on operational excellence with an emphasis on safety, reliability, customer service, sustainability, cost efficiency, risk management, and engaged employees.  Entergy also continually seeks opportunities to grow its utility business to benefit all stakeholders and to optimize its portfolio of assets in an ever-dynamic market through periodic buy, build, hold, or disposal decisions.  To accomplish this, Entergy has established strategic imperatives for eachmarket.  The Utility business segment.  For the Utility, the strategic imperative issegment will continue to modernize its operations, maintain reliability, and better serve its customers while growing the business. ForThe Entergy Wholesale Commodities the strategic imperative is tobusiness segment will continue to manage the risk of its operating portfolio as Entergy completes its exit from the merchant power business.

Utility
 
The Utility business segment includes five wholly-owned retail electric utility subsidiaries: Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.  These companies generate, transmit, distribute, and sell electric power to retail and wholesale customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy Louisiana and Entergy New Orleans also provide natural gas utility services to customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively.  Also included in the Utility is System Energy, a wholly-owned subsidiary of Entergy Corporation that owns or leases 90 percent of Grand Gulf.  System Energy sells its power and capacity from Grand Gulf at wholesale to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  The five retail utility subsidiaries are each regulated by the FERC and by state utility commissions, or, in the case of Entergy New Orleans, the City Council.  System Energy is regulated by the FERC because all of its transactions are at wholesale.  The overall generation portfolio of the Utility, which relies heavily on natural gas and nuclear generation, is consistent with Entergy’s strong support for the environment.


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Customers

As of December 31, 2016,2018, the Utility operating companies provided retail electric and gas service to customers in Arkansas, Louisiana, Mississippi, and Texas, as follows:
  Electric Customers Gas Customers  Electric Customers Gas Customers
Area Served (In Thousands) (%) (In Thousands) (%)Area Served (In Thousands) (%) (In Thousands) (%)
Entergy ArkansasPortions of Arkansas 707
 25%    Portions of Arkansas 711
 25%    
Entergy LouisianaPortions of Louisiana 1,072
 37% 93
 47%Portions of Louisiana 1,084
 37% 93
 46%
Entergy MississippiPortions of Mississippi 447
 16%    Portions of Mississippi 450
 15%    
Entergy New OrleansCity of New Orleans 198
 7% 106
 53%City of New Orleans 202
 7% 107
 54%
Entergy TexasPortions of Texas 444
 15%    Portions of Texas 454
 16%    
Total customers  2,868
 100% 199
 100%  2,901
 100% 200
 100%

Electric Energy Sales

The electric energy sales of the Utility operating companies are subject to seasonal fluctuations, with the peak sales period normally occurring during the third quarter of each year.  On July 21, 2016,20, 2018, Entergy reached a 20162018 peak demand of 21,38721,587 MWh, compared to the 20152017 peak of 21,73021,671 MWh recorded on July 29, 2015.20, 2017.  Selected electric energy sales data is shown in the table below:

Selected 20162018 Electric Energy Sales Data
Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy (a)Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy (a)
(In GWh)(In GWh)
Sales to retail customers20,638
 54,599
 13,443
 5,734
 18,182
 
 112,595
22,525
 56,150
 13,691
 5,914
 19,220
 
 117,498
Sales for resale:                          
Affiliates1,609
 7,345
 
 1,071
 4,625
 5,384
 
1,773
 5,498
 
 
 1,516
 6,264
 
Others7,115
 1,690
 1,021
 141
 1,086
 
 11,054
6,447
 1,762
 1,060
 1,484
 962
 
 11,715
Total29,362
 63,634
 14,464
 6,946
 23,893
 5,384
 123,649
30,745
 63,410
 14,751
 7,398
 21,698
 6,264
 129,213
Average use per residential customer (kWh)12,933
 14,956
 15,013
 12,534
 15,035
 
 14,316
13,916
 15,521
 15,515
 13,219
 15,448
 
 14,956

(a)Includes the effect of intercompany eliminations.

The following table illustrates the Utility operating companies’ 20162018 combined electric sales volume as a percentage of total electric sales volume, and 20162018 combined electric revenues as a percentage of total 20162018 electric revenue, each by customer class.
Customer Class % of Sales Volume % of Revenue % of Sales Volume % of Revenue
Residential 28.4 37.1 28.7 38.0
Commercial 23.6 26.6 22.8 25.9
Industrial (a) 37.0 26.2 37.4 26.6
Governmental 2.1 2.4 2.0 2.4
Wholesale/Other 8.9 7.7 9.1 7.1

(a)Major industrial customers are primarily in the petroleum refining and chemical industries.


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See “Selected Financial Data” for each of the Utility operating companies for the detail of their sales by customer class for 2012-2016.2014-2018.

Selected 20162018 Natural Gas Sales Data

Entergy New Orleans and Entergy Louisiana provide both electric power and natural gas to retail customers.  Entergy New Orleans and Entergy Louisiana sold 10,102,43711,183,773 and 6,288,1057,205,692 Mcf, respectively, of natural gas to retail customers in 2016.2018.  In 2016,2018, 99% of Entergy Louisiana’s operating revenue was derived from the electric utility business, and only 1% from the natural gas distribution business.  For Entergy New Orleans, 88%87% of operating revenue was derived from the electric utility business and 12%13% from the natural gas distribution business in 2016.2018.  

Following is data concerning Entergy New Orleans’s 20162018 retail operating revenue sources.
Customer Class Electric Operating Revenue Natural Gas Operating Revenue Electric Operating Revenue Natural Gas Operating Revenue
Residential 43% 48% 45% 48%
Commercial 38% 27% 37% 27%
Industrial 6% 7% 6% 6%
Governmental/Municipal 13% 18% 12% 19%


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Retail Rate Regulation

General (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas)

Each Utility operating company regularly participates in retail rate proceedings.  The status of material retail rate proceedings is described in Note 2 to the financial statements.  Certain aspects of the Utility operating companies’ retail rate mechanisms are discussed below.

 Rate base (in billions) Current authorized return on common equity Weighted average cost of capital (after-tax) Equity ratio Regulatory construct  Rate base (in billions) Current authorized return on common equity Weighted average cost of capital (after-tax) Equity ratio Regulatory construct 
          
Entergy Arkansas $6.609 (a) 9.25% -10.25% 4.54% 30.91% - forward test year formula rate plan

- riders: MISO, capacity, Grand
Gulf, energy efficiency, fuel and
purchased power
  $7.547 (a) 9.25% - 10.25% 5.25% 36.55% - forward test year formula rate plan

- riders: MISO, capacity, Grand
Gulf, tax adjustment, energy
efficiency, fuel and purchased power
 
  
Entergy Louisiana (electric) $7.4 (b) 9.15% - 10.75% 7.75% 53.10% - formula rate plan

- riders/specific recovery: MISO,
capacity, fuel, Ninemile 6 and
Union outside of sharing
  $9.7 (b) 9.95% (c) 7.23% 49.1% - formula rate plan through 2019 test
year

- riders/specific recovery: MISO,
capacity, transmission, fuel
 
  
Entergy Louisiana (gas) $0.055 (c) 9.45% - 10.45% 7.54% 51.63% - gas rate stabilization plan

- rider: gas infrastructure
  $0.0645 (d) 9.45% - 10.45% 7.25% 49.53% - gas rate stabilization plan

- rider: gas infrastructure
 
  
Entergy Mississippi $1.979 (d) 9.89% - 11.97% 7.96% 48.22% - formula rate plan with
forward-looking features

- riders: power management, Grand
Gulf, fuel, MISO, unit power cost,
storm damage, energy efficiency, ad
valorem tax adjustment
  $2.413 (e) 9.28% - 11.36% 7.13% 48.05% - formula rate plan with
forward-looking features

- riders: power management, Grand
Gulf, fuel, MISO, unit power cost,
storm damage, energy efficiency, ad
valorem tax adjustment, grid
modernization, restructuring credit
 
  
Entergy New Orleans (electric) $0.299 (e) 10.7% - 11.5% 8.58% 50.08% 
- rate case

- riders/specific recovery: fuel,
   capacity
  $0.299 (f) 10.7% - 11.5% 8.58% 50.08% 
- rate case

- riders/specific recovery: fuel,
   capacity
 
  
Entergy New Orleans (gas) $0.089 (f) 10.25% - 11.25% 8.40% 50.08% 
- rate case

- rider: purchased gas
  $0.089 (g) 10.25% - 11.25% 8.40% 50.08% 
- rate case

- rider: purchased gas
 
  
Entergy Texas $1.634 (g) 9.8% 8.22% 48.6% 
- rate case

- riders: fuel, distribution and
   transmission, RPCE payments
   and rate case expenses, among
   others
  $2.446 (h) 9.65% 7.73% 50.9% 
- rate case

- riders: fuel, distribution and
   transmission, rate case expenses,
   AMI surcharge, limited-term Tax
   Act, federal income tax, among
   others
 
  
System Energy $1.307 (h) 10.94% 8.92% 65% - monthly cost of service  $1.429 (i) 10.94% (j) 8.89% 65% - monthly cost of service 

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(a)Based on 20172019 forward test year.
(b)Based on December 31, 20152017 test year and excludes approximately $475$520 million first-year average rate base for Union.transmission plant through August 31, 2018, included in transmission rider.
(c)BasedAuthorized return on September 30, 2015common equity for 2018 and 2019 test year.years will be 9.8%.
(d)Based on 2016September 30, 2017 test year.
(e)Based on 2018 forward test year.
(e)(f)Based on December 31, 2011 test year and excludes approximately $228 million first-year average rate base for Union.
(f)(g)Based on December 31, 2011 test year.
(g)(h)Based on MarchDecember 31, 20132017 adjusted test year.year
(h)(i)Based on calculation as of December 31, 2016.2018.
(j)See Note 2 to the financial statements for discussion of ongoing proceedings at the FERC challenging System Energy’s authorized return on common equity.

Entergy Arkansas

Fuel and Purchased Power Cost Recovery

Entergy Arkansas’s rate schedules include an energy cost recovery rider to recover fuel and purchased power costs in monthly bills.  The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.  The energy cost recovery rider tariff also allows an interim rate request depending upon the level of over- or under-recovery of fuel and purchased energy costs.  In December 2007 the APSC issued an order stating that Entergy Arkansas’s energy cost recovery rider will remain in effect, and any future termination of the rider would be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing.

Entergy Louisiana

Fuel Recovery

Entergy Louisiana’s rate schedules include a fuel adjustment clause designed to recover the cost of fuel and purchased power costs.  The fuel adjustment clause contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers, including carrying charges. See Note 2 to the financial statements for a discussion of proceedings related to audits of Entergy Louisiana’s fuel adjustment clause filings.

To help stabilize electricity costs, Entergy Louisiana received approval from the LPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Louisiana hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis. In January 2018, Entergy Louisiana filed an application with the LPSC to suspend these seasonal hedging programs and implement financial hedges with terms up to five years for a portion of its natural gas exposure, which was approved in November 2018.

Entergy Louisiana’s gas rates include a purchased gas adjustment clause based on estimated gas costs for the billing month adjusted by a surcharge or credit that arises from an annual reconciliation of fuel costs incurred with fuel cost revenues billed to customers, including carrying charges.

To help stabilize retail gas costs, Entergy Louisiana received approval from the LPSC to hedge its exposure to natural gas price volatility for its gas purchased for resale through the use of financial instruments.  Entergy Louisiana hedges approximately one-half of the projected natural gas volumes used to serve its natural gas customers for November through March.  The hedge quantity is reviewed on an annual basis.


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Retail Rates - Gas

In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy Louisiana’s filings to recover storm-related costs.

Other

In March 2016 the LPSC opened two dockets to examine, on a generic basis, issues that it identified in connection with its review of Cleco Corporation’s acquisition by third party investors.  The first docket is captioned “In re: Investigation of double leveraging issues for all LPSC-jurisdictional utilities,” and the second is captioned “In re: Investigation of tax structure issues for all LPSC-jurisdictional utilities.”  In April 2016 the LPSC clarified that the concerns giving rise to the two dockets arose as a result of its review of the structure of the Cleco-Macquarie transaction and that the specific intent of the directives is to seek more information regarding intra-corporate debt financing of a utility’s capital structure as well as the use of investment tax credits to mitigate the tax obligation at the parent level of a consolidated entity.  No schedule has been set for either docket, and limited discovery has occurred.

Entergy Mississippi

Fuel Recovery

Entergy Mississippi’s rate schedules include energy cost recovery riders to recover fuel and purchased power costs.  The energy cost rate for each calendar year is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy costs as of the 12-month period ended September 30.  Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.

Power Management Rider

In November 2005 the MPSC approved the purchase of the Attala power plant and recovery of the investment cost through Entergy Mississippi’s power management rider.  Entergy Mississippi recovered the annual ownership costs of the Attala plant through the power management rider until resolution of its general rate case.  In 2012 the MPSC approved the purchase of the Hinds power plant and recovery of the investment cost through Entergy Mississippi’s power management rider.  Entergy Mississippi recovered the annual ownership costs of the Hinds plant through the power management rider until resolution of its general rate case.  See Note 2 to the financial statements for a discussion of Entergy Mississippi’s 2014 general rate case. Included in the rate changes and revenue adjustments effective with February 2015 bills was the realignment of the annual ownership costs associated with the Attala plant and the Hinds plant from the power management rider to base rates.

To help stabilize electricity costs, Entergy Mississippi received approval from the MPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Mississippi hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of proceedings regarding recovery of Entergy Mississippi’s storm-related costs.

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Formula Rate Plan

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 was still appropriate or could 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 proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy New Orleans

Fuel Recovery

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

Entergy New Orleans’s gas rate schedules include a purchased gas adjustment to reflect estimated gas costs for the billing month, adjusted by a surcharge or credit similar to that included in the electric fuel adjustment clause, including carrying charges.  In October 2005 the City Council approved modification of the current gas cost collection mechanism effective November 2005 in order to address concerns regarding its fluctuations, particularly during the winter heating season.  The modifications are intended to minimize fluctuations in gas rates during the winter months.


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To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Due to higher fuel costs associated in part with the extended Grand Gulf outage and the partially simultaneous Union Power Block 1 planned outage, for the December 2016, January 2017, and February 2017 billing months, the City Council authorized Entergy New Orleans to cap the fuel adjustment charge billed to customers at $0.035 per kWh and to defer billing of all fuel costs in excess of the capped amount by including such costs in the over- or under-recovery account.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy New Orleans’s efforts to recover storm-related costs.

Entergy Texas

Fuel Recovery

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the fixed fuel factor are made in March and

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.


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Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. The appeal remains pending.In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases, and expires in September 2019, unless otherwise extended by the Texas Legislature.cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2017-2058.2019-2058.

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

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Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2016,2018, is indicated below:

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 Owned and Leased Capability MW(a) Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,231
 2,143
 1,818
 1,196
 74
 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,572
 7,081
 2,132
 359
 
 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 3,522
 3,102
 
 420
 
 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 512
 512
 
 
 
 508
 507
 
 
 
 1
Entergy Texas 2,272
 2,007
 
 265
 
 2,376
 2,109
 
 267
 
 
System Energy 1,272
 
 1,272
 
 
 1,252
 
 1,252
 
 
 
Total 22,381
 14,845
 5,222
 2,240
 74
 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,56621,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy the “Portfolio(Portfolio Transformation Strategy,”Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 6,8005,723 MW of new long-term resources and the deactivation of over 4,8004,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;

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Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in NovemberDecember 2016 and the facility is scheduled to be in service by June 2019.mid-2019;

The selectionEntergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles Power Station and Montgomery County Power Station self-build projectsgenerating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the RFP issued on behalf of Entergy LouisianaLPSC in July 2017 and the RFP issued on behalf offacility is scheduled to be in service by mid-2020;
In August 2018, Entergy Texas, respectively, are currently going through the regulatory approval process and,New Orleans executed an asset acquisition agreement, subject to such approval, full noticeapplicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to proceedpurchase a project that will be developed. The New Orleans Solar Station is expected to be issueda 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in summer 2017July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the Lake Charles Power Station and summerpurchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for the Montgomery County Power Station. Commercial operation is estimated to occur by mid-2020 for Lake Charles Power Station and mid-2021 for Montgomery County Power Station.regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC has approved the project and the expected commercial operation date isdeliveries pursuant to that agreement commenced in June 2019; and

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2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending regulatory approval.

In May 2016,February 2019, Entergy Arkansas issued theprovided notice that it intends to issue an RFP for Long-Term Renewable Generation Resources. This RFP is seeking up to 100 MW of renewable resources, beginning as early as June 2018, to help Entergy Arkansas meet its long-term generation resource needs and increase the depth and breadth of generation supply within its generation resource portfolio.

In June 2016, Entergy Services, on behalf of Entergy Louisiana, issued the RFP for Long-Term Renewable Generation Resources.solar photovoltaic resources. This RFP is seeking up to 200 MW of renewable resources, beginning as early as June 2018 and as late as June 1, 2020,through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to customers.

In July 2016, Entergy Services, on behalf of Entergy New Orleans, issued the RFP for Long-Term Renewable Generation Resources. This RFP is seeking up to 20 MW of renewable resources beginning as early as June 2018 and as late as June 1, 2020 that can provide increased depth and diversity to its generation resource portfolio. This RFP includes a self-build option for an aggregated solar photovoltaic resource located within Orleans Parish, Louisiana.Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states. SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Natural Gas

Entergy Louisiana and Entergy New Orleans also distribute natural gas to retail customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively. Gas Propertytransferred to customers is measured by a meter at the customer’s property. Entergy issues monthly invoices to customers at rates approved by regulators for the volume of gas transferred to date.

Competitive Businesses Revenues

The Entergy Wholesale Commodities segment derives almost all of its revenue from sales of electric power and capacity produced by its operating plants to wholesale customers. The majority of Entergy Wholesale Commodities revenues are from Entergy’s nuclear power plants located in the northern United States. Entergy issues monthly invoices to the counterparties for these electric sales at the respective contracted or ISO market rate of electricity and related services provided during the previous month.

Most of the Palisades nuclear plant output is sold under a 15-year PPA with Consumers Energy, executed as part of the acquisition of the plant in 2007 and expiring in 2022. The PPA prices are for a set price per MWh and escalate each year, up to $61.50/MWh in 2022. Entergy issues monthly invoices to Consumers Energy for electric sales based on the actual output of electricity and related services provided during the previous month at the contract price. Additionally, as the PPA pricing was considered below-market at the time of acquisition, a liability was recorded for the fair value of the below-market PPA, and is being amortized to revenue over the life of the agreement.

Practical Expedients and Exceptions

Entergy has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, or for revenue recognized in an amount equal to what Entergy has the right to bill the customer for services performed.


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Most of Entergy’s contracts, except in a few cases where there are defined minimums or stated terms, are on demand. This results in customer bills that vary each month based on an approved tariff and usage. Entergy imposes monthly or annual minimum requirements on some customers primarily as credit and cost recovery guarantees and not as pricing for unsatisfied performance obligations. These minimums typically expire after the initial term or when specified costs have been recovered. The minimum amounts are part of each month’s bill and recognized as revenue accordingly. Some of the subsidiaries within the Entergy Wholesale Commodities segment have operations and maintenance services contracts that have fixed components and terms longer than one year. The total fixed consideration related to these unsatisfied performance obligations, however, is not material to Entergy revenues.

Recovery of Fuel Costs

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

Taxes Imposed on Revenue-Producing Transactions

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


NOTE 20.  QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Operating results for the four quarters of 2018 and 2017 for Entergy Corporation and subsidiaries were:
 Operating Revenues Operating Income (Loss) Consolidated Net Income (Loss) Net Income (Loss) Attributable to Entergy Corporation
 (In Thousands)
2018:   
First Quarter
$2,723,881
 
$335,664
 
$136,200
 
$132,761
Second Quarter
$2,668,770
 
$91,597
 
$248,860
 
$245,421
Third Quarter
$3,104,319
 
$271,035
 
$539,818
 
$536,379
Fourth Quarter
$2,512,482
 
($228,931) 
($62,323) 
($65,900)
2017:   
First Quarter
$2,588,458
 
$195,493
 
$86,051
 
$82,605
Second Quarter
$2,618,550
 
$168,839
 
$413,368
 
$409,922
Third Quarter
$3,243,628
 
$759,003
 
$401,644
 
$398,198
Fourth Quarter
$2,623,845
 
$237,072
 
($475,710) 
($479,113)


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Earnings (loss) per average common share
 2018 2017
 Basic Diluted Basic Diluted
First Quarter
$0.73
 
$0.73
 
$0.46
 
$0.46
Second Quarter
$1.36
 
$1.34
 
$2.28
 
$2.27
Third Quarter
$2.96
 
$2.92
 
$2.22
 
$2.21
Fourth Quarter
($0.37) 
($0.36) 
($2.67) 
($2.66)

Results of operations for 2018 include: 1) $532 million ($421 million net-of-tax) of impairment charges due to costs being charged directly to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a $170 million reduction of income tax expense and a regulatory liability of $40 million ($30 million net-of-tax) as a result of customer credits recognized by Utility, as a result of internal restructuring; 3) a $107 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a restructuring of the investment holdings in one of its nuclear plant decommissioning trust funds; 4) a $52 million income tax benefit, recognized by Entergy Louisiana, as a result of the settlement of the 2012-2013 IRS audit, associated with the Hurricane Katrina and Hurricane Rita contingent sharing obligation associated with the Louisiana Act 55 financing; and 5) a $23 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a state income tax audit. See Note 14 to the financial statements for further discussion of the impairment and related charges. See Notes 2 and 3 to the financial statements for further discussion of the internal restructuring and customer credits. See Note 3 to the financial statements for further discussion of the IRS audit settlement, the state income tax audit, and restructuring of the decommissioning trust fund investment holdings.

Results of operations for 2017 include: 1) $538 million ($350 million net-of-tax) of impairment charges due to costs being charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a reduction in net income of $181 million, including a $34 million net-of-tax reduction of regulatory liabilities, at Utility and $397 million at Entergy Wholesale Commodities and an increase in net income of $52 million at Parent and Other as a result of Entergy’s re-measurement of its deferred tax assets and liabilities not subject to the ratemaking process due to the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%; and 3) a reduction in income tax expense, net of unrecognized tax benefits, of $373 million as a result of a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. See Note 14 to the financial statements for further discussion of the impairment and related charges. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in the tax classification.


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The business of the Utility operating companies is subject to seasonal fluctuations with the peak periods occurring during the third quarter.  Operating results for the Registrant Subsidiaries for the four quarters of 2018 and 2017 were:

Operating Revenues
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$551,024
 
$1,029,344
 
$315,743
 
$188,275
 
$348,940
 
$148,443
Second Quarter
$494,605
 
$1,072,788
 
$353,689
 
$178,446
 
$403,486
 
$112,456
Third Quarter
$568,399
 
$1,206,612
 
$367,734
 
$200,182
 
$477,231
 
$78,965
Fourth Quarter
$446,615
 
$987,576
 
$297,946
 
$150,487
 
$376,245
 
$116,843
2017:           
First Quarter
$474,351
 
$880,783
 
$258,443
 
$168,989
 
$363,927
 
$154,787
Second Quarter
$496,662
 
$1,083,434
 
$291,212
 
$176,222
 
$378,488
 
$164,956
Third Quarter
$673,226
 
$1,290,494
 
$349,197
 
$199,017
 
$432,909
 
$156,106
Fourth Quarter
$495,680
 
$1,045,839
 
$299,377
 
$171,842
 
$369,569
 
$157,609

Operating Income (Loss)
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$66,647
 
$141,319
 
$41,432
 
$17,869
 
$41,082
 
$30,941
Second Quarter
$26,501
 
$150,160
 
($63,801) 
$27,943
 
$58,637
 
$23,406
Third Quarter
$34,785
 
$236,518
 
$45,215
 
$21,544
 
$99,966
 
($17,879)
Fourth Quarter
($82,704) 
$147,774
 
$23,600
 
$6,836
 
$6,741
 
$7,212
2017:           
First Quarter
$42,696
 
$158,766
 
$40,159
 
$21,983
 
$38,620
 
$42,482
Second Quarter
$72,625
 
$200,018
 
$55,795
 
$27,823
 
$47,802
 
$43,035
Third Quarter
$173,270
 
$298,674
 
$84,813
 
$33,771
 
$78,993
 
$38,980
Fourth Quarter
$18,180
 
$217,179
 
$43,049
 
$12,832
 
$34,143
 
$42,486


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Net Income (Loss)
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$36,255
 
$111,593
 
$22,843
 
$10,882
 
$17,350
 
$22,308
Second Quarter
$82,556
 
$184,358
 
$38,242
 
$18,269
 
$30,789
 
$23,387
Third Quarter
$128,890
 
$218,308
 
$50,733
 
$21,407
 
$65,846
 
$22,972
Fourth Quarter
$5,006
 
$161,355
 
$14,260
 
$2,594
 
$48,250
 
$25,442
2017:           
First Quarter
$14,304
 
$94,378
 
$17,158
 
$10,978
 
$10,854
 
$20,347
Second Quarter
$38,550
 
$124,479
 
$28,303
 
$14,882
 
$21,101
 
$19,350
Third Quarter
$92,638
 
$186,284
 
$46,545
 
$18,529
 
$39,588
 
$20,583
Fourth Quarter
($5,648) 
($88,794) 
$18,026
 
$164
 
$4,630
 
$18,316

Earnings (Loss) Applicable to Common Equity
 Entergy Arkansas Entergy Mississippi Entergy New Orleans
 (In Thousands)
2018:     
First Quarter
$35,898
 
$22,605
 
$10,882
Second Quarter
$82,199
 
$38,003
 
$18,269
Third Quarter
$128,533
 
$50,495
 
$21,407
Fourth Quarter
$4,828
 
$14,141
 
$2,594
2017:     
First Quarter
$13,947
 
$16,920
 
$10,737
Second Quarter
$38,193
 
$28,064
 
$14,641
Third Quarter
$92,281
 
$46,307
 
$18,288
Fourth Quarter
($6,005) 
$17,788
 
$46



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ENTERGY’S BUSINESS

Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations.  Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, including nearly 9,000 MW of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy had annual revenues of $11 billion in 2018 and had more than 13,000 employees as of December 31, 2018.

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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. 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. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.

See Note 13 to the financial statements for financial information regarding Entergy’s business segments.

Strategy

Entergy’s strategy is to operate a world-class utility business that creates sustainable value for its customers, employees, communities, and owners.  Entergy’s current scope includes electricity generation, transmission, and distribution as well as natural gas distribution.  Entergy focuses on operational excellence with an emphasis on safety, reliability, customer service, sustainability, cost efficiency, risk management, and engaged employees.  Entergy also continually seeks opportunities to grow its utility business to benefit all stakeholders and to optimize its portfolio of assets in an ever-dynamic market.  The Utility business segment will continue to modernize its operations, maintain reliability, and better serve its customers while growing the business. The Entergy Wholesale Commodities business segment will continue to manage the risk of its operating portfolio as Entergy completes its exit from the merchant power business.

Utility
The Utility business segment includes five wholly-owned retail electric utility subsidiaries: Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.  These companies generate, transmit, distribute, and sell electric power to retail and wholesale customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy Louisiana and Entergy New Orleans also provide natural gas utility services to customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively.  Also included in the Utility is System Energy, a wholly-owned subsidiary of Entergy Corporation that owns or leases 90 percent of Grand Gulf.  System Energy sells its power and capacity from Grand Gulf at wholesale to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  The five retail utility subsidiaries are each regulated by the FERC and by state utility commissions, or, in the case of Entergy New Orleans, the City Council.  System Energy is regulated by the FERC because all of its transactions are at wholesale.  The overall generation portfolio of the Utility, which relies heavily on natural gas and nuclear generation, is consistent with Entergy’s strong support for the environment.


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Customers

As of December 31, 2016, 2018, the Utility operating companies provided retail electric and gas service to customers in Arkansas, Louisiana, Mississippi, and Texas, as follows:
   Electric Customers Gas Customers
 Area Served (In Thousands) (%) (In Thousands) (%)
Entergy ArkansasPortions of Arkansas 711
 25%    
Entergy LouisianaPortions of Louisiana 1,084
 37% 93
 46%
Entergy MississippiPortions of Mississippi 450
 15%    
Entergy New OrleansCity of New Orleans 202
 7% 107
 54%
Entergy TexasPortions of Texas 454
 16%    
Total customers  2,901
 100% 200
 100%

Electric Energy Sales

The electric energy sales of the Utility operating companies are subject to seasonal fluctuations, with the peak sales period normally occurring during the third quarter of each year.  On July 20, 2018, Entergy reached a 2018 peak demand of 21,587 MWh, compared to the 2017 peak of 21,671 MWh recorded on July 20, 2017.  Selected electric energy sales data is shown in the table below:

Selected 2018 Electric Energy Sales Data
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy (a)
 (In GWh)
Sales to retail customers22,525
 56,150
 13,691
 5,914
 19,220
 
 117,498
Sales for resale:             
Affiliates1,773
 5,498
 
 
 1,516
 6,264
 
Others6,447
 1,762
 1,060
 1,484
 962
 
 11,715
Total30,745
 63,410
 14,751
 7,398
 21,698
 6,264
 129,213
Average use per residential customer (kWh)13,916
 15,521
 15,515
 13,219
 15,448
 
 14,956

(a)Includes the effect of intercompany eliminations.

The following table illustrates the Utility operating companies’ 2018 combined electric sales volume as a percentage of total electric sales volume, and 2018 combined electric revenues as a percentage of total 2018 electric revenue, each by customer class.
Customer Class % of Sales Volume % of Revenue
Residential 28.7 38.0
Commercial 22.8 25.9
Industrial (a) 37.4 26.6
Governmental 2.0 2.4
Wholesale/Other 9.1 7.1

(a)Major industrial customers are primarily in the petroleum refining and chemical industries.


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See “Selected Financial Data” for each of the Utility operating companies for the detail of their sales by customer class for 2014-2018.

Selected 2018 Natural Gas Sales Data

Entergy New Orleans distributed and transportedEntergy Louisiana provide both electric power and natural gas for distribution withinto retail customers.  Entergy New Orleans and Entergy Louisiana sold 11,183,773 and 7,205,692 Mcf, respectively, of natural gas to retail customers in 2018.  In 2018, 99% of Entergy Louisiana’s operating revenue was derived from the electric utility business, and only 1% from the natural gas distribution business.  For Entergy New Orleans, 87% of operating revenue was derived from the electric utility business and 13% from the natural gas distribution business in 2018.  

Following is data concerning Entergy New Orleans’s 2018 retail operating revenue sources.
Customer Class Electric Operating Revenue Natural Gas Operating Revenue
Residential 45% 48%
Commercial 37% 27%
Industrial 6% 6%
Governmental/Municipal 12% 19%


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Retail Rate Regulation

General (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas)

Each Utility operating company regularly participates in retail rate proceedings.  The status of material retail rate proceedings is described in Note 2 to the financial statements.  Certain aspects of the Utility operating companies’ retail rate mechanisms are discussed below.

  Rate base (in billions) Current authorized return on common equity Weighted average cost of capital (after-tax) Equity ratio Regulatory construct 
            
Entergy Arkansas $7.547 (a) 9.25% - 10.25% 5.25% 36.55% - forward test year formula rate plan

- riders: MISO, capacity, Grand
Gulf, tax adjustment, energy
efficiency, fuel and purchased power
 
            
Entergy Louisiana (electric) $9.7 (b) 9.95% (c) 7.23% 49.1% - formula rate plan through 2019 test
year

- riders/specific recovery: MISO,
capacity, transmission, fuel
 
            
Entergy Louisiana (gas) $0.0645 (d) 9.45% - 10.45% 7.25% 49.53% - gas rate stabilization plan

- rider: gas infrastructure
 
            
Entergy Mississippi $2.413 (e) 9.28% - 11.36% 7.13% 48.05% - formula rate plan with
forward-looking features

- riders: power management, Grand
Gulf, fuel, MISO, unit power cost,
storm damage, energy efficiency, ad
valorem tax adjustment, grid
modernization, restructuring credit
 
            
Entergy New Orleans (electric) $0.299 (f) 10.7% - 11.5% 8.58% 50.08% 
- rate case

- riders/specific recovery: fuel,
   capacity
 
            
Entergy New Orleans (gas) $0.089 (g) 10.25% - 11.25% 8.40% 50.08% 
- rate case

- rider: purchased gas
 
            
Entergy Texas $2.446 (h) 9.65% 7.73% 50.9% 
- rate case

- riders: fuel, distribution and
   transmission, rate case expenses,
   AMI surcharge, limited-term Tax
   Act, federal income tax, among
   others
 
            
System Energy $1.429 (i) 10.94% (j) 8.89% 65% - monthly cost of service 

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(a)Based on 2019 forward test year.
(b)Based on December 31, 2017 test year and excludes approximately $520 million transmission plant through August 31, 2018, included in transmission rider.
(c)Authorized return on common equity for 2018 and 2019 test years will be 9.8%.
(d)Based on September 30, 2017 test year.
(e)Based on 2018 forward test year.
(f)Based on December 31, 2011 test year and excludes approximately $228 million first-year average rate base for Union.
(g)Based on December 31, 2011 test year.
(h)Based on December 31, 2017 adjusted test year
(i)Based on calculation as of December 31, 2018.
(j)See Note 2 to the financial statements for discussion of ongoing proceedings at the FERC challenging System Energy’s authorized return on common equity.

Entergy Arkansas

Fuel and Purchased Power Cost Recovery

Entergy Arkansas’s rate schedules include an energy cost recovery rider to recover fuel and purchased power costs in monthly bills.  The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.  The energy cost recovery rider tariff also allows an interim rate request depending upon the level of over- or under-recovery of fuel and purchased energy costs.  In December 2007 the APSC issued an order stating that Entergy Arkansas’s energy cost recovery rider will remain in effect, and any future termination of the rider would be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing.

Entergy Louisiana

Fuel Recovery

Entergy Louisiana’s rate schedules include a fuel adjustment clause designed to recover the cost of fuel and purchased power costs.  The fuel adjustment clause contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers, including carrying charges. See Note 2 to the financial statements for a discussion of proceedings related to audits of Entergy Louisiana’s fuel adjustment clause filings.

To help stabilize electricity costs, Entergy Louisiana received approval from the LPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Louisiana hedges approximately 2,500one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis. In January 2018, Entergy Louisiana filed an application with the LPSC to suspend these seasonal hedging programs and implement financial hedges with terms up to five years for a portion of its natural gas exposure, which was approved in November 2018.

Entergy Louisiana’s gas rates include a purchased gas adjustment clause based on estimated gas costs for the billing month adjusted by a surcharge or credit that arises from an annual reconciliation of fuel costs incurred with fuel cost revenues billed to customers, including carrying charges.


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Retail Rates - Gas

In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of gas pipeline.  Aspipe over the next ten years, as well as relocation of December 31,certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy Louisiana’s filings to recover storm-related costs.

Other

In March 2016 the LPSC opened two dockets to examine, on a generic basis, issues that it identified in connection with its review of Cleco Corporation’s acquisition by third party investors.  The first docket is captioned “In re: Investigation of double leveraging issues for all LPSC-jurisdictional utilities,” and the second is captioned “In re: Investigation of tax structure issues for all LPSC-jurisdictional utilities.”  In April 2016 the LPSC clarified that the concerns giving rise to the two dockets arose as a result of its review of the structure of the Cleco-Macquarie transaction and that the specific intent of the directives is to seek more information regarding intra-corporate debt financing of a utility’s capital structure as well as the use of investment tax credits to mitigate the tax obligation at the parent level of a consolidated entity.  No schedule has been set for either docket, and limited discovery has occurred.

Entergy Mississippi

Fuel Recovery

Entergy Mississippi’s rate schedules include energy cost recovery riders to recover fuel and purchased power costs.  The energy cost rate for each calendar year is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy costs as of the 12-month period ended September 30.  Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.
To help stabilize electricity costs, Entergy Mississippi received approval from the MPSC to hedge its exposure to natural gas propertiesprice volatility through the use of financial instruments.  Entergy Mississippi hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of proceedings regarding recovery of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Mississippi’s storm-related costs.

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Title
Formula Rate Plan

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 was still appropriate or could be improved to better serve the public interest. The Utility operating companies’ generating stationsintent 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 proceeding. In March 2013 the Mississippi Public Utilities Staff filed its consultant’s report which noted the return on common equity estimation methods used by Entergy Mississippi and Mississippi Power Company are generally locatedcommonly used throughout the electric utility industry. The report suggested ways in which the methods used by Entergy Mississippi and Mississippi Power Company might be improved, but did not recommend specific changes in the return on properties owned in fee simple.  Mostcommon equity formulas or calculations at that time. In June 2014 the MPSC expanded the scope of the substationsAugust 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 transmissionMississippi Power Company in order to achieve greater consistency in the plans. The MPSC directed the Mississippi Public Utilities Staff to investigate and distribution lines are constructed on private property orreview Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public rights-of-way pursuanttechnical conference to easements, servitudes, or appropriate franchises.  Some substation properties are owned in fee simple.discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The Utility operating companies generally have the right of eminent domain, whereby they may perfect title to, or secure easements or servitudes on, private property for their utility operations.docket remains open.

Substantially allEntergy New Orleans

Fuel Recovery

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

Entergy New Orleans’s gas rate schedules include a purchased gas adjustment to reflect estimated gas costs for the physical properties and assets ownedbilling month, adjusted by Entergy Arkansas, Entergy Louisiana, Entergy Mississippi,a surcharge or credit similar to that included in the electric fuel adjustment clause, including carrying charges.  

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy Texas, and System Energy are subjectNew Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the liens of mortgages securing bonds issued by those companies.  The Lewis Creek generating station is owned by GSG&T, Inc.,financial statements for a subsidiarydiscussion of Entergy Texas, and is not subjectNew Orleans’s efforts to its mortgage lien.  Lewis Creek is leased to and operated by recover storm-related costs.

Entergy Texas.Texas

Fuel SupplyRecovery

The sourcesEntergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of generationthe fixed fuel factor are made in March and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2014-2016 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13
2015 35 2.65
 31 0.85
 7 2.85
 11 3.63
 16 3.24
2014 28 4.36
 33 0.89
 11 2.63
 9 6.16
 19 4.63

Actual 2016 and projected 2017 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017
Entergy Arkansas (a)27% 36% 50% 55% 15% 9% 2% 
 6% 
Entergy Louisiana47% 52% 28% 30% 3% 4% 7% 14% 15% 
Entergy Mississippi (b)51% 59% 14% 35% 13% 6% % 
 22% 
Entergy New Orleans (b)45% 57% 29% 41% 2% 1% 3% 1% 21% 
Entergy Texas37% 31% 9% 16% 5% 11% 36% 42% 13% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)41% 42% 28% 42% 7% 6% 9% 10% 15% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2016 and is expected to provide about 1% of its generation in 2017.
(b)Solar power is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2017.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

(e)(a)In December 2013, Entergy integrated its transmission system into“Owned and Leased Capability” is the MISO RTO. Entergy offers all of its generation intodependable load carrying capability as demonstrated under actual operating conditions based on the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy marketprimary fuel (assuming no curtailments) that each station was designed to serve the demand of its customers. All MISO related purchases and sales transactions are recorded on a net hourly position and therefore the volume of MISO purchased power is not projected for 2017.utilize.

SomeSummer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economicsUtility operating companies. The RFPs issued by the Utility does not expect fuel oil useoperating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in 2017, it is possible that various operational eventsselections or acquisitions, including, weather or pipeline maintenance may require the use of fuel oil.among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Natural Gas

Entergy Louisiana and Entergy New Orleans also distribute natural gas to retail customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively. Gas transferred to customers is measured by a meter at the customer’s property. Entergy issues monthly invoices to customers at rates approved by regulators for the volume of gas transferred to date.

Competitive Businesses Revenues

The Entergy Wholesale Commodities segment derives almost all of its revenue from sales of electric power and capacity produced by its operating plants to wholesale customers. The majority of Entergy Wholesale Commodities revenues are from Entergy’s nuclear power plants located in the northern United States. Entergy issues monthly invoices to the counterparties for these electric sales at the respective contracted or ISO market rate of electricity and related services provided during the previous month.

Most of the Palisades nuclear plant output is sold under a 15-year PPA with Consumers Energy, executed as part of the acquisition of the plant in 2007 and expiring in 2022. The PPA prices are for a set price per MWh and escalate each year, up to $61.50/MWh in 2022. Entergy issues monthly invoices to Consumers Energy for electric sales based on the actual output of electricity and related services provided during the previous month at the contract price. Additionally, as the PPA pricing was considered below-market at the time of acquisition, a liability was recorded for the fair value of the below-market PPA, and is being amortized to revenue over the life of the agreement.

Practical Expedients and Exceptions

Entergy has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, or for revenue recognized in an amount equal to what Entergy has the right to bill the customer for services performed.


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Most of Entergy’s contracts, except in a few cases where there are defined minimums or stated terms, are on demand. This results in customer bills that vary each month based on an approved tariff and usage. Entergy imposes monthly or annual minimum requirements on some customers primarily as credit and cost recovery guarantees and not as pricing for unsatisfied performance obligations. These minimums typically expire after the initial term or when specified costs have been recovered. The minimum amounts are part of each month’s bill and recognized as revenue accordingly. Some of the subsidiaries within the Entergy Wholesale Commodities segment have operations and maintenance services contracts that have fixed components and terms longer than one year. The total fixed consideration related to these unsatisfied performance obligations, however, is not material to Entergy revenues.

Recovery of Fuel Costs

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

Taxes Imposed on Revenue-Producing Transactions

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


NOTE 20.  QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Operating results for the four quarters of 2018 and 2017 for Entergy Corporation and subsidiaries were:
 Operating Revenues Operating Income (Loss) Consolidated Net Income (Loss) Net Income (Loss) Attributable to Entergy Corporation
 (In Thousands)
2018:   
First Quarter
$2,723,881
 
$335,664
 
$136,200
 
$132,761
Second Quarter
$2,668,770
 
$91,597
 
$248,860
 
$245,421
Third Quarter
$3,104,319
 
$271,035
 
$539,818
 
$536,379
Fourth Quarter
$2,512,482
 
($228,931) 
($62,323) 
($65,900)
2017:   
First Quarter
$2,588,458
 
$195,493
 
$86,051
 
$82,605
Second Quarter
$2,618,550
 
$168,839
 
$413,368
 
$409,922
Third Quarter
$3,243,628
 
$759,003
 
$401,644
 
$398,198
Fourth Quarter
$2,623,845
 
$237,072
 
($475,710) 
($479,113)


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Notes to Financial Statements


Earnings (loss) per average common share
 2018 2017
 Basic Diluted Basic Diluted
First Quarter
$0.73
 
$0.73
 
$0.46
 
$0.46
Second Quarter
$1.36
 
$1.34
 
$2.28
 
$2.27
Third Quarter
$2.96
 
$2.92
 
$2.22
 
$2.21
Fourth Quarter
($0.37) 
($0.36) 
($2.67) 
($2.66)

Results of operations for 2018 include: 1) $532 million ($421 million net-of-tax) of impairment charges due to costs being charged directly to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a $170 million reduction of income tax expense and a regulatory liability of $40 million ($30 million net-of-tax) as a result of customer credits recognized by Utility, as a result of internal restructuring; 3) a $107 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a restructuring of the investment holdings in one of its nuclear plant decommissioning trust funds; 4) a $52 million income tax benefit, recognized by Entergy Louisiana, as a result of the settlement of the 2012-2013 IRS audit, associated with the Hurricane Katrina and Hurricane Rita contingent sharing obligation associated with the Louisiana Act 55 financing; and 5) a $23 million reduction of income tax expense, recognized by Entergy Wholesale Commodities, as a result of a state income tax audit. See Note 14 to the financial statements for further discussion of the impairment and related charges. See Notes 2 and 3 to the financial statements for further discussion of the internal restructuring and customer credits. See Note 3 to the financial statements for further discussion of the IRS audit settlement, the state income tax audit, and restructuring of the decommissioning trust fund investment holdings.

Results of operations for 2017 include: 1) $538 million ($350 million net-of-tax) of impairment charges due to costs being charged to expense as incurred as a result of the impaired value of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the significantly reduced remaining estimated operating lives associated with management’s strategy to reduce the size of the Entergy Wholesale Commodities’ merchant fleet; 2) a reduction in net income of $181 million, including a $34 million net-of-tax reduction of regulatory liabilities, at Utility and $397 million at Entergy Wholesale Commodities and an increase in net income of $52 million at Parent and Other as a result of Entergy’s re-measurement of its deferred tax assets and liabilities not subject to the ratemaking process due to the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%; and 3) a reduction in income tax expense, net of unrecognized tax benefits, of $373 million as a result of a change in the tax classification of legal entities that own Entergy Wholesale Commodities nuclear power plants. See Note 14 to the financial statements for further discussion of the impairment and related charges. See Note 3 to the financial statements for further discussion of the effects of the Tax Cuts and Jobs Act and the change in the tax classification.


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The business of the Utility operating companies is subject to seasonal fluctuations with the peak periods occurring during the third quarter.  Operating results for the Registrant Subsidiaries for the four quarters of 2018 and 2017 were:

Operating Revenues
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$551,024
 
$1,029,344
 
$315,743
 
$188,275
 
$348,940
 
$148,443
Second Quarter
$494,605
 
$1,072,788
 
$353,689
 
$178,446
 
$403,486
 
$112,456
Third Quarter
$568,399
 
$1,206,612
 
$367,734
 
$200,182
 
$477,231
 
$78,965
Fourth Quarter
$446,615
 
$987,576
 
$297,946
 
$150,487
 
$376,245
 
$116,843
2017:           
First Quarter
$474,351
 
$880,783
 
$258,443
 
$168,989
 
$363,927
 
$154,787
Second Quarter
$496,662
 
$1,083,434
 
$291,212
 
$176,222
 
$378,488
 
$164,956
Third Quarter
$673,226
 
$1,290,494
 
$349,197
 
$199,017
 
$432,909
 
$156,106
Fourth Quarter
$495,680
 
$1,045,839
 
$299,377
 
$171,842
 
$369,569
 
$157,609

Operating Income (Loss)
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$66,647
 
$141,319
 
$41,432
 
$17,869
 
$41,082
 
$30,941
Second Quarter
$26,501
 
$150,160
 
($63,801) 
$27,943
 
$58,637
 
$23,406
Third Quarter
$34,785
 
$236,518
 
$45,215
 
$21,544
 
$99,966
 
($17,879)
Fourth Quarter
($82,704) 
$147,774
 
$23,600
 
$6,836
 
$6,741
 
$7,212
2017:           
First Quarter
$42,696
 
$158,766
 
$40,159
 
$21,983
 
$38,620
 
$42,482
Second Quarter
$72,625
 
$200,018
 
$55,795
 
$27,823
 
$47,802
 
$43,035
Third Quarter
$173,270
 
$298,674
 
$84,813
 
$33,771
 
$78,993
 
$38,980
Fourth Quarter
$18,180
 
$217,179
 
$43,049
 
$12,832
 
$34,143
 
$42,486


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Net Income (Loss)
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy
 (In Thousands)
2018:           
First Quarter
$36,255
 
$111,593
 
$22,843
 
$10,882
 
$17,350
 
$22,308
Second Quarter
$82,556
 
$184,358
 
$38,242
 
$18,269
 
$30,789
 
$23,387
Third Quarter
$128,890
 
$218,308
 
$50,733
 
$21,407
 
$65,846
 
$22,972
Fourth Quarter
$5,006
 
$161,355
 
$14,260
 
$2,594
 
$48,250
 
$25,442
2017:           
First Quarter
$14,304
 
$94,378
 
$17,158
 
$10,978
 
$10,854
 
$20,347
Second Quarter
$38,550
 
$124,479
 
$28,303
 
$14,882
 
$21,101
 
$19,350
Third Quarter
$92,638
 
$186,284
 
$46,545
 
$18,529
 
$39,588
 
$20,583
Fourth Quarter
($5,648) 
($88,794) 
$18,026
 
$164
 
$4,630
 
$18,316

Earnings (Loss) Applicable to Common Equity
 Entergy Arkansas Entergy Mississippi Entergy New Orleans
 (In Thousands)
2018:     
First Quarter
$35,898
 
$22,605
 
$10,882
Second Quarter
$82,199
 
$38,003
 
$18,269
Third Quarter
$128,533
 
$50,495
 
$21,407
Fourth Quarter
$4,828
 
$14,141
 
$2,594
2017:     
First Quarter
$13,947
 
$16,920
 
$10,737
Second Quarter
$38,193
 
$28,064
 
$14,641
Third Quarter
$92,281
 
$46,307
 
$18,288
Fourth Quarter
($6,005) 
$17,788
 
$46



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ENTERGY’S BUSINESS

Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations.  Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, including nearly 9,000 MW of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy had annual revenues of $11 billion in 2018 and had more than 13,000 employees as of December 31, 2018.

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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. 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. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Entergy Wholesale Commodities Exit from the Merchant Power Business” for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.

See Note 13 to the financial statements for financial information regarding Entergy’s business segments.

Strategy

Entergy’s strategy is to operate a world-class utility business that creates sustainable value for its customers, employees, communities, and owners.  Entergy’s current scope includes electricity generation, transmission, and distribution as well as natural gas distribution.  Entergy focuses on operational excellence with an emphasis on safety, reliability, customer service, sustainability, cost efficiency, risk management, and engaged employees.  Entergy also continually seeks opportunities to grow its utility business to benefit all stakeholders and to optimize its portfolio of assets in an ever-dynamic market.  The Utility business segment will continue to modernize its operations, maintain reliability, and better serve its customers while growing the business. The Entergy Wholesale Commodities business segment will continue to manage the risk of its operating portfolio as Entergy completes its exit from the merchant power business.

Utility
The Utility business segment includes five wholly-owned retail electric utility subsidiaries: Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.  These companies generate, transmit, distribute, and sell electric power to retail and wholesale customers in Arkansas, Louisiana, Mississippi, and Texas.  Entergy Louisiana and Entergy New Orleans also provide natural gas utility services to customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively.  Also included in the Utility is System Energy, a wholly-owned subsidiary of Entergy Corporation that owns or leases 90 percent of Grand Gulf.  System Energy sells its power and capacity from Grand Gulf at wholesale to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  The five retail utility subsidiaries are each regulated by the FERC and by state utility commissions, or, in the case of Entergy New Orleans, the City Council.  System Energy is regulated by the FERC because all of its transactions are at wholesale.  The overall generation portfolio of the Utility, which relies heavily on natural gas and nuclear generation, is consistent with Entergy’s strong support for the environment.


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Customers

As of December 31, 2018, the Utility operating companies provided retail electric and gas service to customers in Arkansas, Louisiana, Mississippi, and Texas, as follows:
   Electric Customers Gas Customers
 Area Served (In Thousands) (%) (In Thousands) (%)
Entergy ArkansasPortions of Arkansas 711
 25%    
Entergy LouisianaPortions of Louisiana 1,084
 37% 93
 46%
Entergy MississippiPortions of Mississippi 450
 15%    
Entergy New OrleansCity of New Orleans 202
 7% 107
 54%
Entergy TexasPortions of Texas 454
 16%    
Total customers  2,901
 100% 200
 100%

Electric Energy Sales

The electric energy sales of the Utility operating companies are subject to seasonal fluctuations, with the peak sales period normally occurring during the third quarter of each year.  On July 20, 2018, Entergy reached a 2018 peak demand of 21,587 MWh, compared to the 2017 peak of 21,671 MWh recorded on July 20, 2017.  Selected electric energy sales data is shown in the table below:

Selected 2018 Electric Energy Sales Data
 Entergy Arkansas Entergy Louisiana Entergy Mississippi Entergy New Orleans Entergy Texas System Energy Entergy (a)
 (In GWh)
Sales to retail customers22,525
 56,150
 13,691
 5,914
 19,220
 
 117,498
Sales for resale:             
Affiliates1,773
 5,498
 
 
 1,516
 6,264
 
Others6,447
 1,762
 1,060
 1,484
 962
 
 11,715
Total30,745
 63,410
 14,751
 7,398
 21,698
 6,264
 129,213
Average use per residential customer (kWh)13,916
 15,521
 15,515
 13,219
 15,448
 
 14,956

(a)Includes the effect of intercompany eliminations.

The following table illustrates the Utility operating companies’ 2018 combined electric sales volume as a percentage of total electric sales volume, and 2018 combined electric revenues as a percentage of total 2018 electric revenue, each by customer class.
Customer Class % of Sales Volume % of Revenue
Residential 28.7 38.0
Commercial 22.8 25.9
Industrial (a) 37.4 26.6
Governmental 2.0 2.4
Wholesale/Other 9.1 7.1

(a)Major industrial customers are primarily in the petroleum refining and chemical industries.


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See “Selected Financial Data” for each of the Utility operating companies for the detail of their sales by customer class for 2014-2018.

Selected 2018 Natural Gas Sales Data

Entergy New Orleans and Entergy Louisiana provide both electric power and natural gas to retail customers.  Entergy New Orleans and Entergy Louisiana sold 11,183,773 and 7,205,692 Mcf, respectively, of natural gas to retail customers in 2018.  In 2018, 99% of Entergy Louisiana’s operating revenue was derived from the electric utility business, and only 1% from the natural gas distribution business.  For Entergy New Orleans, 87% of operating revenue was derived from the electric utility business and 13% from the natural gas distribution business in 2018.  

Following is data concerning Entergy New Orleans’s 2018 retail operating revenue sources.
Customer Class Electric Operating Revenue Natural Gas Operating Revenue
Residential 45% 48%
Commercial 37% 27%
Industrial 6% 6%
Governmental/Municipal 12% 19%


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Retail Rate Regulation

General (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas)

Each Utility operating company regularly participates in retail rate proceedings.  The status of material retail rate proceedings is described in Note 2 to the financial statements.  Certain aspects of the Utility operating companies’ retail rate mechanisms are discussed below.

  Rate base (in billions) Current authorized return on common equity Weighted average cost of capital (after-tax) Equity ratio Regulatory construct 
            
Entergy Arkansas $7.547 (a) 9.25% - 10.25% 5.25% 36.55% - forward test year formula rate plan

- riders: MISO, capacity, Grand
Gulf, tax adjustment, energy
efficiency, fuel and purchased power
 
            
Entergy Louisiana (electric) $9.7 (b) 9.95% (c) 7.23% 49.1% - formula rate plan through 2019 test
year

- riders/specific recovery: MISO,
capacity, transmission, fuel
 
            
Entergy Louisiana (gas) $0.0645 (d) 9.45% - 10.45% 7.25% 49.53% - gas rate stabilization plan

- rider: gas infrastructure
 
            
Entergy Mississippi $2.413 (e) 9.28% - 11.36% 7.13% 48.05% - formula rate plan with
forward-looking features

- riders: power management, Grand
Gulf, fuel, MISO, unit power cost,
storm damage, energy efficiency, ad
valorem tax adjustment, grid
modernization, restructuring credit
 
            
Entergy New Orleans (electric) $0.299 (f) 10.7% - 11.5% 8.58% 50.08% 
- rate case

- riders/specific recovery: fuel,
   capacity
 
            
Entergy New Orleans (gas) $0.089 (g) 10.25% - 11.25% 8.40% 50.08% 
- rate case

- rider: purchased gas
 
            
Entergy Texas $2.446 (h) 9.65% 7.73% 50.9% 
- rate case

- riders: fuel, distribution and
   transmission, rate case expenses,
   AMI surcharge, limited-term Tax
   Act, federal income tax, among
   others
 
            
System Energy $1.429 (i) 10.94% (j) 8.89% 65% - monthly cost of service 

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(a)Based on 2019 forward test year.
(b)Based on December 31, 2017 test year and excludes approximately $520 million transmission plant through August 31, 2018, included in transmission rider.
(c)Authorized return on common equity for 2018 and 2019 test years will be 9.8%.
(d)Based on September 30, 2017 test year.
(e)Based on 2018 forward test year.
(f)Based on December 31, 2011 test year and excludes approximately $228 million first-year average rate base for Union.
(g)Based on December 31, 2011 test year.
(h)Based on December 31, 2017 adjusted test year
(i)Based on calculation as of December 31, 2018.
(j)See Note 2 to the financial statements for discussion of ongoing proceedings at the FERC challenging System Energy’s authorized return on common equity.

Entergy Arkansas

Fuel and Purchased Power Cost Recovery

Entergy Arkansas’s rate schedules include an energy cost recovery rider to recover fuel and purchased power costs in monthly bills.  The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.  The energy cost recovery rider tariff also allows an interim rate request depending upon the level of over- or under-recovery of fuel and purchased energy costs.  In December 2007 the APSC issued an order stating that Entergy Arkansas’s energy cost recovery rider will remain in effect, and any future termination of the rider would be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing.

Entergy Louisiana

Fuel Recovery

Entergy Louisiana’s rate schedules include a fuel adjustment clause designed to recover the cost of fuel and purchased power costs.  The fuel adjustment clause contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers, including carrying charges. See Note 2 to the financial statements for a discussion of proceedings related to audits of Entergy Louisiana’s fuel adjustment clause filings.

To help stabilize electricity costs, Entergy Louisiana received approval from the LPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Louisiana hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis. In January 2018, Entergy Louisiana filed an application with the LPSC to suspend these seasonal hedging programs and implement financial hedges with terms up to five years for a portion of its natural gas exposure, which was approved in November 2018.

Entergy Louisiana’s gas rates include a purchased gas adjustment clause based on estimated gas costs for the billing month adjusted by a surcharge or credit that arises from an annual reconciliation of fuel costs incurred with fuel cost revenues billed to customers, including carrying charges.


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Retail Rates - Gas

In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy Louisiana’s filings to recover storm-related costs.

Other

In March 2016 the LPSC opened two dockets to examine, on a generic basis, issues that it identified in connection with its review of Cleco Corporation’s acquisition by third party investors.  The first docket is captioned “In re: Investigation of double leveraging issues for all LPSC-jurisdictional utilities,” and the second is captioned “In re: Investigation of tax structure issues for all LPSC-jurisdictional utilities.”  In April 2016 the LPSC clarified that the concerns giving rise to the two dockets arose as a result of its review of the structure of the Cleco-Macquarie transaction and that the specific intent of the directives is to seek more information regarding intra-corporate debt financing of a utility’s capital structure as well as the use of investment tax credits to mitigate the tax obligation at the parent level of a consolidated entity.  No schedule has been set for either docket, and limited discovery has occurred.

Entergy Mississippi

Fuel Recovery

Entergy Mississippi’s rate schedules include energy cost recovery riders to recover fuel and purchased power costs.  The energy cost rate for each calendar year is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy costs as of the 12-month period ended September 30.  Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.
To help stabilize electricity costs, Entergy Mississippi received approval from the MPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Mississippi hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of proceedings regarding recovery of Entergy Mississippi’s storm-related costs.

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Formula Rate Plan

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 was still appropriate or could 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 proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy New Orleans

Fuel Recovery

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

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

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy New Orleans’s efforts to recover storm-related costs.

Entergy Texas

Fuel Recovery

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the fixed fuel factor are made in March and

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Gas Property

As of December 31, 2018, Entergy New Orleans distributed and transported natural gas for distribution within New Orleans, Louisiana, through approximately 2,600 miles of gas pipeline.  As of December 31, 2018, the gas properties of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Title

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

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

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2016-2018 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2018 39 2.84
 27 0.84
 9 2.24
 8 5.23
 17 3.71
2017 38 2.60
 26 0.86
 8 2.35
 8 4.02
 20 3.09
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13


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Actual 2018 and projected 2019 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Entergy Arkansas (a)29% 31% 47% 53% 20% 15% 
 1% 4% 
Entergy Louisiana39% 53% 29% 28% 3% 4% 9% 15% 20% 
Entergy Mississippi (b)48% 56% 16% 31% 16% 13% 
 
 20% 
Entergy New Orleans (b)52% 53% 33% 44% 2% 2% 1% 1% 12% 
Entergy Texas34% 31% 9% 16% 6% 10% 29% 43% 22% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)39% 45% 27% 35% 9% 9% 8% 11% 17% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2018 and is expected to provide about less than 1% of its generation in 2019.
(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2018 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2019.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.
(e)In December 2013, Entergy integrated its transmission system into the MISO RTO. Entergy offers all of its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy market to serve the demand of its customers, with MISO making dispatch decisions. The MISO purchases metric provided for 2018 is not projected for 2019.

Some of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in 2019, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Over 50% of the Utility operating companies’ power plants maintain some level of long-term firm transportation. Short-term contracts and spot-market purchases satisfy additional gas requirements.  Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Many factors, including wellhead deliverability, storage, pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants.  Demand is tied to weather conditions as well as to the prices and availability of other energy sources.  Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage.  To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies willmay use alternate fuels, such as oil when available, or rely to a larger extent on coal, nuclear generation, and purchased power.


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Coal

Entergy Arkansas has committed to fiveeight one- to three-year and two spot contracts that will supply approximately 85% of the total coal supply needs in 2017.2019.  These contracts are staggered in term so that not all contracts have to be renewed the same year.  The remaining 15% of total coal requirements will be satisfied by contracts with a term of less than one year.  Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during 2017.2019.  Coal will be transported to Arkansas via an existing transportation agreement that is expected to provide all of Entergy Arkansas’s rail transportation requirements for 2017.2019.

Entergy Louisiana has committed to five one- to three-year contracts that will supply approximately all90% of Nelson Unit 6 coal needs in 2017.2019.  If needed, additional PRB coal will be purchased through contracts with a term of less than one year to provide the remaining supply needs.  For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during 2017.2019.  Coal will be transported to Nelson primarily via a newan existing transportation agreement that begins in 2017 and is expected to provide the majorityall of Entergy Louisiana’s rail transportation requirements for 2017.2019.

For the year 2016,2018, coal transportation delivery rates to Entergy Arkansas- andArkansas-and Entergy Louisiana-operated coal-fired units was adequateperformed moderately lower than the previous years. However, delivery rates somewhat improved toward the end of the year and itadditional railcar capacity helped make up some delivery short falls. It is expected that delivery times will improve in 2017 will continue to be consistent through 2017.2019. Both Entergy Arkansas and Entergy Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for 2017.2019.  Entergy Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.


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Nuclear Fuel

The nuclear fuel cycle consists of the following:

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

The Registrant Subsidiaries that own nuclear plants, Entergy Arkansas, Entergy Louisiana, and System Energy, are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling Entergy’s Utility nuclear units.  These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.  Any liabilities for obligations of the pooled contracts are on a several but not joint basis.  The shared regulated uranium pool maintains inventories of nuclear materials during the various stages of processing.  The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from the shared regulated uranium pool.  Entergy Operations, Inc. contracts separately for the fabrication of nuclear fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant.  All contracts for the disposal of spent nuclear fuel are between the DOE and the owner of a nuclear power plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of 2017 or beyond.2023.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being

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has been adjusted to reflect reduced overall requirements related to the pending sale of the FitzPatrick plant and the planned permanent shutdowns of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3 plants. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners.  There are a number of possible supply alternatives that may be accessed to mitigate any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any alternate uranium supply from the market will be dependent upon the market for uranium supply at that time.  In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful.  Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance reliability of conversion, enrichment, and fabrication services providers. There are fewer of these providers than for uranium. For conversion and enrichment services, like uranium, Entergy diversifies its supply by supplier and country and may take special measures as needed to ensure supply of enriched uranium for the reliable fabrication of nuclear fuel. For fabrication services, each plant is dependent upon the effective performance of the fabricator of that plant’s nuclear fuel, therefore, Entergy provides additional monitoring, inspection, and oversight for the fabrication process to assure reliability and quality.

Entergy Arkansas, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services.  The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and

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the issuance of notes.  These credit facilities are subject to periodic renewal, and the notes are issued periodically, typically for terms between three and seven years.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas.  Its system is interconnected with three interstate and three intrastate pipelines.  Entergy New Orleans has a “no-notice” service gas purchase contract with AtmosCenterPoint Energy Services which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.  The AtmosCenterpoint Energy Service gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co.  This service is subject to FERC-approved rates.  Entergy New Orleans also makes interruptible spot market purchases. 

Entergy Louisiana purchased natural gas for resale in 20162018 under a firm contract from Sequent Energy Management L.P.  The gas is delivered through a combination of intrastate and interstate pipelines.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy Louisiana’s or Entergy New Orleans’s suppliers failed to perform their obligations to deliver gas under their supply agreements.  Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies.  The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy

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Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. See Note 2 to the financial statements for further discussion of federal regulation proceedings.

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

Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources were jointly operated by the Utility operating companies that were participating in the System Agreement.  The System Agreement provided, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) would receive payments from those parties having generating reserves that were less than their allocated share of reserves (short companies).  Such payments were at amounts sufficient to cover certain of the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment.  Under the System Agreement, the rates used to compensate long companies were based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh.  In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy were required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs. Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ and their retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. The proceedings include

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challenges to the allocation of costs as defined by the System Agreement and other matters. See Note 2 to the financial statements for discussion of legal proceedings at the FERC and in federal courts involving the System Agreement.

Transmission and MISO Markets

OnIn December 19, 2013 the Utility operating companies integrated into the MISO RTO. Although becoming a member of MISO doesdid not affect the ownership by the Utility operating companies of their transmission facilities or the responsibility for maintaining those facilities, MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. MISO also exercises functional control of transmission planning and congestion management and provides schedules and pricing for the commitment and dispatch of generation that is offered into MISO’s markets, as well as pricing for load that bids into the markets. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to establish transmission rates within MISO. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below).  In December 1995, System Energy commenced a rate proceeding at the FERC.  In July

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2001 the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity.    In 1998 the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations.  Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC. See Note 2 to the financial statements for discussion of a complaintcomplaints filed with the FERC in January 2017 regarding System Energy’s return on equity.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).  Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue.  The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf.  Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates.  In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share.  Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies, with the remainder of the retained share being sold to Entergy Mississippi through a separate life-of-resources purchased power agreement.  In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy

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Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.  Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates.  Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs.  Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval. Entergy Arkansas also has a life-of-resources purchased power agreement with Entergy Mississippi to sell a portion of the output of Entergy Arkansas’s non-retained share of Grand Gulf. Entergy Mississippi was granted rate relief for those purchases by the MPSC through its annual unit power cost rate mechanism.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages

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under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its one outstanding series of first mortgage bonds.  In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals.  Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement.  If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC for approval.


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Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement and, therefore, no payments under the Availability Agreement have ever been required.  If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such a supplement as security for its one outstanding series of first mortgage bonds. The supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds

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Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement. No such consent would be required to terminate the Capital Funds Agreement or the supplement thereto at this time.

Service Companies

Entergy Services, a corporationlimited liability company wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies, but also provides services to Entergy Wholesale Commodities. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Louisiana, and System Energy, respectively.  Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other

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operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.  Entergy Texas owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.’s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas.  Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

Entergy Texas purchases from Entergy Louisiana pursuant to a life-of-unit purchased power agreement a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation.  Entergy Texas was allocated a share of River Bend’s nuclear and environmental liabilities that is identical to the share of the plant’s output purchased by Entergy Texas under the purchased power agreement.  In connection with the termination of the System Agreement effective August 31, 2016, the purchased power agreements that were put in place for certain legacy units at the time of the jurisdictional separation were also terminated at that time. See Note 2 to the financial statements for additional discussion of the purchased power agreements.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana (Old Entergy Louisiana) and Entergy Gulf States Louisiana (Old Entergy Gulf States Louisiana) were combined into a single public utility. In order to effect the business combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated

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substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC” (Entergy Louisiana). With the completion of the business combination, Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana. See Note 2 to the financial statements for additional discussion of the business combination.

Earnings Ratios of Registrant SubsidiariesEntergy New Orleans Internal Restructuring

The Registrant Subsidiaries’ ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends or distributionsIn November 2017, pursuant to Item 503the agreement in principle, Entergy New Orleans, Inc. undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its outstanding preferred stock at a price of SEC Regulation S-K areapproximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as follows:a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
 
Ratios of Earnings to Fixed Charges
Years Ended December 31,
 2016 2015 2014 2013 2012
Entergy Arkansas3.32 2.04 3.08 3.62 3.79
Entergy Louisiana3.57 3.36 3.44 3.30 2.61
Entergy Mississippi3.96 3.59 3.23 3.19 2.79
Entergy New Orleans4.61 4.90 3.55 1.85 2.91
Entergy Texas2.92 2.22 2.39 1.94 1.76
System Energy5.39 4.53 4.04 5.66 5.12
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Arkansas Internal Restructuring

In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:

Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets,

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Ratios of Earnings to Combined Fixed
Charges and Preferred Dividends or Distributions
Years Ended December 31,
 2016 2015 2014 2013 2012
Entergy Arkansas3.09 1.85 2.76 3.25 3.36
Entergy Louisiana3.57 3.24 3.28 3.14 2.47
Entergy Mississippi3.71 3.34 3.00 2.97 2.59
Entergy New Orleans4.30 4.50 3.26 1.70 2.63
and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Entergy Mississippi Internal Restructuring

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The Registrant Subsidiaries accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.restructuring was accounted for as a transaction between entities under common control.

Entergy Wholesale Commodities

Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants, located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants. Entergy Wholesale Commodities also provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

On December 29, 2014, See “Entergy Wholesale Commodities’ Vermont Yankee plant was removedCommodities Exit from the grid, after 42 years of operations. The decision to closeMerchant Power Business” in Entergy Corporation and decommission Vermont Yankee was announced in August 2013, as a result of numerous issues including sustained low natural gasSubsidiaries Management’s Financial Discussion and wholesale energy prices, the high cost structureAnalysis for further discussion of the plant,operation and lackplanned shutdown or sale of a market structure that adequately compensates merchant nuclear plants for their environmental and fuel diversity benefits in the Northeast region. In November 2016, Entergy entered into an agreement to sell 100%each of the membership interest in Entergy Nuclear Vermont Yankee, LLC to a subsidiary of NorthStar Group Services, Inc. (NorthStar). Entergy Nuclear Vermont Yankee is the owner of the Vermont Yankee plant.  The sale of Entergy Nuclear Vermont Yankee to NorthStar will include the transfer of Entergy Nuclear Vermont Yankee’sWholesale Commodities nuclear decommissioning trust fund and the asset retirement obligation for spent fuel management and decommissioning of the plant. Entergy plans to transfer all spent nuclear fuel to dry cask storage by the end of 2018, subject to obtaining necessary regulatory approvals, in advance of the planned transaction close. Under the sale agreement and related agreements to be entered into at the closing, NorthStar will commit to initiate decommissioning and site restoration by 2021 and complete those activities, along with the partial restoration of the Vermont Yankee site, with the exception of the independent spent fuel storage installation and the switchyard, by 2030. The original completion date, as outlined in Entergy’s Post Shutdown Decommissioning Activities Report filed with the NRC, was 2075. The transaction is contingent upon certain closing conditions, including approval by the NRC; approval by the State of Vermont Public Service Board, including approval of site restoration standards that will be proposed as part of the transaction; the transfer of all spent nuclear fuel to dry fuel storage on the independent spent fuel storage installation; and that the market value of the fund assets held in the decommissioning trust fund for the Vermont Yankee Nuclear Power Station, less the hypothetical income tax on the aggregate unrealized net gain of such fund assets at closing, is equal to or exceeds $451.95 million, subject to adjustments.power plants.

In October 2015, Entergy determined that it would close the FitzPatrick plant earlier than expected. The original expectation was to shut down the FitzPatrick plant at the end of its fuel cycle in January 2017, but in August 2016, Entergy entered into an agreement to sell the FitzPatrick plant to Exelon, and the sale is expected to close in the first half of 2017. The transaction is contingent upon, among other things, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of necessary regulatory approvals from the FERC, the NRC, and the Public Service Commission of the State of New York (NYPSC), and the receipt of a private letter ruling from the IRS. NRC approval has not yet been received, but all other necessary regulatory approvals have been received. Because certain specified conditions were satisfied in November 2016,

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including the continued effectiveness of the Clean Energy Standards/Zero Emissions Credit program (CES/ZEC), the establishment of certain long-term agreements on acceptable terms with the Energy Research and Development Authority of the State of New York in connection with the CES/ZEC program, and NYPSC approval of the transaction on acceptable terms, Entergy refueled the FitzPatrick plant in January and February 2017.

In October 2015, Entergy determined that it would close the Pilgrim plant. The decision came after management’s extensive analysis of the economics and operating life of the plant following the NRC’s decision in September 2015 to place the plant in its “multiple/repetitive degraded cornerstone column” (Column 4) of its Reactor Oversight Process Action Matrix. The Pilgrim plant is expected to cease operations on May 31, 2019, after refueling in the spring of 2017 and operating through the end of that fuel cycle.

In December 2015, Entergy Wholesale Commodities closed on the sale of its 583 MW Rhode Island State Energy Center (RISEC), in Johnston, Rhode Island. The base sales price, excluding adjustments, was approximately $490 million. Entergy Wholesale Commodities purchased RISEC for $346 million in December 2011.

In December 2016, Entergy announced that it reached an agreement with Consumers Energy to terminate the PPA for the Palisades plant on May 31, 2018. Pursuant to the PPA termination agreement, Consumers Energy will pay Entergy $172 million for the early termination of the PPA. The PPA termination agreement is subject to regulatory approvals. Separately, and assuming regulatory approvals are obtained for the PPA termination agreement, Entergy intends to shut down the Palisades nuclear power plant permanently on October 1, 2018, after refueling in the spring of 2017 and operating through the end of that fuel cycle. Entergy expects to enter into a new PPA with Consumers Energy under which the plant would continue to operate through October 1, 2018.

In January 2017, Entergy announced that it reached a settlement with New York State to shut down Indian Point 2 by April 30, 2020 and Indian Point 3 by April 30, 2021, and resolve all New York State-initiated legal challenges to Indian Point’s operating license renewal. As part of the settlement, New York State has agreed to issue Indian Point’s water quality certification and Coastal Zone Management Act consistency certification and to withdraw its objection to license renewal before the NRC. New York State also has agreed to issue a water discharge permit, which is required regardless of whether the plant is seeking a renewed NRC license. The shutdowns are conditioned, among other things, upon such actions being taken by New York State. Even without opposition, the NRC license renewal process is expected to continue at least into 2018.

With the settlement concerning Indian Point, Entergy now has announced plans for the disposition of all of the Entergy Wholesale Commodities nuclear power plants, including the sales of Vermont Yankee and FitzPatrick, and the earlier than previously expected shutdowns of Pilgrim, Palisades, Indian Point 2, and Indian Point 3. See “Entergy Wholesale Commodities Exit from the Merchant Power Business” for further discussion.

Property

Nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership of the following nuclear power plants:
Power Plant Market In Service Year Acquired Location Capacity - Reactor Type License Expiration Date
Pilgrim (a) IS0-NEISO-NE 1972 July 1999 Plymouth, MA 688 MW - Boiling Water 2032 (a)
FitzPatrick (b)NYISO1975Nov. 2000Oswego, NY838 MW - Boiling Water2034 (b)
Indian Point 3 (c)(b) NYISO 1976 Nov. 2000 Buchanan, NY 1,041 MW - Pressurized Water 2015 (c)2025 (b)
Indian Point 2 (c)(b) NYISO 1974 Sept. 2001 Buchanan, NY 1,028 MW - Pressurized Water 2013 (c)2024 (b)
Vermont Yankee (d)(c) IS0-NEISO-NE 1972 July 2002 Vernon, VT 605 MW - Boiling Water 2032 (d)(c)
Palisades (e)(d) MISO 1971 Apr. 2007 Covert, MI 811 MW - Pressurized Water 2031 (e)(d)

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(a)In October 2015, Entergy determined that it would close theThe Pilgrim plant no later than June 1,is expected to cease operations on May 31, 2019, as discussed above.at the end of its current fuel cycle.
(b)In October 2015, Entergy determined that it would close the FitzPatrick plant at the end of the fuel cycle, in January 2017, but in August 2016, Entergy entered into an agreement to sell the FitzPatrick plant to Exelon, and the sale is expected to close in the first half of 2017.
(c)In January 2017, Entergy announced that it reached a settlement with New York State to shut down Indian Point 2 by April 30, 2020 and Indian Point 3 by April 30, 2021, and resolve all New York State-initiated legal challenges to Indian Point’s operating license renewal. See below for discussion ofThe Indian Point 2 and Indian Point 3 entering their “period of extended operation” after expiration of the plants’ initial license terms under “timely renewal.”plants are expected to cease operation by April 30, 2020 and April 30, 2021, respectively.
(d)(c)On December 29, 2014, the Vermont Yankee plant ceased power production. In November 2016, Entergy entered into an agreement to sell 100% of the membership interest in Entergy Nuclear Vermont Yankee, to NorthStar. Entergy Nuclear Vermont Yankee is the owner ofJanuary 2019, the Vermont Yankee plant.plant was sold to NorthStar.
(e)(d)In December 2016, Entergy announced that it reached an agreement with Consumers Energy to terminate the PPA for theThe Palisades plant in 2018. Separately, and assuming regulatory approvals are obtained for the PPA termination agreement, Entergy intendsis expected to shut down the Palisades nuclear power plant permanentlycease operations on October 1, 2018, after refueling in the spring of 2017 and operating through the end of that fuel cycle.May 31, 2022.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.    

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process.

In April 2007, Entergy submittedprocess, and Big Rock Point is also under contract to the NRC a joint application to renew the operating licenses for Indian Point 2 and Indian Point 3 for an additional 20 years. The original expiration dates of the NRC operating licenses for Indian Point 2 and Indian Point 3 were September 28, 2013 and December 12, 2015, respectively. Authorization to operate Indian Point 2 and Indian Point 3 rests on Entergy’s having timely filed a license renewal application that remains pending before the NRC. Indian Point 2 and Indian Point 3 have now entered their “period of extended operation” after expiration of the plants’ initial license term under “timely renewal,” which is a federal statutory rule of general applicability providing for extension of a license for which a renewal application has been timely filedbe sold with the licensing agency until the license renewal process has been completed. The license renewal application for Indian Point 2 and Indian Point 3 qualifies for timely renewal protection because it met NRC regulatory standards for timely filing. For additional discussion of the license renewal applications and the settlement with New York State, see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Palisades plant.

Non-nuclear Generating Stations

In November 2016, Entergy sold its 50% membership interest in Top Deer Wind Ventures, LLC, a wind-powered electric generation joint venture owned in the Entergy Wholesale Commodities segment and accounted for as an equity method investment. Entergy sold its 50% membership interest in Top Deer for $0.5 million and realized a pre-tax loss of $0.2 million.

Entergy Wholesale Commodities includes the ownership, or interests in joint ventures that own, the following non-nuclear power plants:
Plant Location Ownership Net Owned Capacity (a) Type
Independence Unit 2;   842 MW Newark, AR 14% 121 MW(b) Coal
RS Cogen;   425 MW (c) Lake Charles, LA 50% 213 MW Gas/Steam
Nelson 6;   550 MW Westlake, LA 11% 60 MW(b) Coal

(a)“Net Owned Capacity” refers to the nameplate rating on the generating unit.

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(b)
The owned MW capacity is the portion of the plant capacity owned by Entergy Wholesale Commodities.  For a complete listing of Entergy’s jointly-owned generating stations, refer to “Jointly-Owned Generating Stations” in Note 1 to the financial statements.
(c)Indirectly owned through interests in unconsolidated joint ventures.

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Independent System Operators

The Pilgrim plant falls under the authority of the Independent System Operator (ISO) New England (ISO-NE) and the FitzPatrick and Indian Point plants fall under the authority of the New York Independent System Operator (NYISO). The Palisades plant falls under the authority of the MISO. The primary purpose of ISO New England,ISO-NE, NYISO, and MISO is to direct the operations of the major generation and transmission facilities in their respective regions; ensure grid reliability; administer and monitor wholesale electricity markets; and plan for their respective region’s energy needs.

Energy and Capacity Sales

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  In addition to selling the energy produced by its plants, Entergy Wholesale Commodities also 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. See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

As part of the purchase of the Palisades plant in 2007, Entergy executed a 15-year PPA with the seller, Consumers Energy, for 100% of the plant’s output, excluding any future uprates. Under the purchased power agreement, Consumers Energy receives the value of any new environmental credits for the first ten years of the agreement. Palisades and Consumers Energy will share on a 50/50 basis the value of any new environmental credits for years 11 through 15 of the agreement. The environmental credits are defined as benefits from a change in law that causes capability of the plant as of the purchase date to become a tradable attribute (e.g., emission credit, renewable energy credit, environmental credit, “green” credit, etc.) or otherwise to have a market value. In December 2016, Entergy announced that it reached an agreement with Consumers Energyintends to terminate the PPA forshut down the Palisades nuclear power plant in 2018. See discussion above for additional details regarding the agreement.permanently on May 31, 2022.

Customers

Entergy Wholesale Commodities’ customers for the sale of both energy and capacity from its nuclear plants include retail power providers, utilities, electric power co-operatives, power trading organizations, and other power generation companies. These customers include Consolidated Edison and Consumers Energy, companies from which Entergy purchased plants, and ISO New England,ISO-NE, NYISO, and MISO. Substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants is with counterparties or their guarantors that have public investment grade credit ratings.

Competition

The ISO New EnglandISO-NE and NYISO markets are highly competitive. Entergy Wholesale Commodities has numerous competitors in New England and New York, including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers. Entergy Wholesale Commodities is an independent power producer, which means it

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generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract. Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers. Owners of co-generation plants produce power primarily for their own consumption. Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants. Competition in the New England and New York power markets is affected by, among other factors, the amount of generation and transmission capacity in

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these markets. MISO does not have a centralized clearing capacity market, but load serving entities do meet the majority of their capacity needs through bilateral contracts and self-supply with a smaller portion coming through voluntary MISO auctions. The majority of Palisades’ current output is contracted to Consumers Energy through 2022, but in December 2016, Entergy announced that it reached an agreement with Consumers Energy to terminate the PPA for the Palisades plant on May 31, 2018. Entergy expects to enter into a new PPA with Consumers Energy under which the plant would continue to operate through the planned shutdown date of October 1, 2018. See discussion above for additional details regarding the PPA termination agreement.2022. Entergy Wholesale Commodities does not expect to be materially affected by competition in the MISO market in the near term.

Seasonality

Entergy Wholesale Commodities’ revenues and operating income are subject to fluctuations during the year due to seasonal factors, weather conditions, and contract pricing. Refueling outages are generally scheduled forin the spring and the fall, and cause volumetric decreases during those seasons. When outdoor and cooling water temperatures are lower,low, generally during colder months, Entergy Wholesale Commodities nuclear power plants operate more efficiently, and consequently, generate more electricity. Many of Entergy Wholesale Commodities’ contracts provide for shaped pricing over the course of the year. As a result of these factors, Entergy Wholesale Commodities’ revenues are typically higher in the first and third quarters than in the second and fourth quarters.

Fuel Supply

Nuclear Fuel

See “Fuel Supply - Nuclear Fuel” in the Utility portion of Part I, Item 1 for a discussion of the nuclear fuel cycle and markets. Entergy Nuclear Fuels Company, a wholly-owned subsidiary, is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for Entergy Wholesale Commodities nuclear power plants, while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services. All contracts for the disposal of spent nuclear fuel are between the DOE and each of the nuclear power plant owners.

Other Business Activities

Entergy Nuclear Power Marketing, LLC (ENPM) was formed in 2005 to centralize the power marketing function for Entergy Wholesale Commodities nuclear plants. Upon its formation, ENPM entered into long-term power purchase agreements with the Entergy Wholesale Commodities subsidiaries that own nuclear power plants (generating subsidiaries). As part of a series of agreements, ENPM agreed to assume and/or otherwise service the existing power purchase agreements that were in effect between the generating subsidiaries and their customers. ENPM’s functions include origination of new energy and capacity transactions and generation scheduling.

Entergy Nuclear, Inc. can pursue service agreements with other nuclear power plant owners who seek the advantages of Entergy’s scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Entergy Wholesale Commodities subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant.


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TLG Services, a subsidiary of Entergy Nuclear, Inc., offers decommissioning, engineering, and related services to nuclear power plant owners.

In September 2003, Entergy agreed to provideprovides plant operation support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska.  The original contract was to expire in 2014 corresponding to the original operating license life of the plant.  In 2006 an Entergy subsidiary signed an agreement to provide license renewal services for the Cooper Nuclear Station.  The Cooper Nuclear Station received its license renewal from the NRC in November 2010.  Entergy continues to provide implementation services for the renewed license. In 2010 an Entergy subsidiary signed an agreement to extend the management support services to Cooper Nuclear Station by 15 years, through January 2029.


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Regulation of Entergy’s Business

Federal Power Act

The Federal Power Act provides the FERC the authority to regulate:

the transmission and wholesale sale of electric energy in interstate commerce;
the reliability of the high voltage interstate transmission system through reliability standards;
sale or acquisition of certain assets;
securities issuances;
the licensing of certain hydroelectric projects;
certain other activities, including accounting policies and practices of electric and gas utilities; and
changes in control of FERC jurisdictional entities or rate schedules.

The Federal Power Act gives the FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over some of the rates charged by Entergy Arkansas and Entergy Louisiana.Louisiana to unaffiliated wholesale customers. The FERC also regulates wholesale power sales between the provisions ofUtility operating companies. In addition, the System Agreement, including the rates, and the provision of transmission service to wholesale market participants. The FERC also regulates the MISO RTO, an independent entity that maintains functional control over the combined transmission systems of its members and administers wholesale energy, capacity, and ancillary services markets for market participants in the MISO region, including the Utility operating companies. FERC regulation of the MISO RTO includes regulation of the design and implementation of the wholesale markets administered by the MISO RTO, as well as the rates, terms, and conditions of open access transmission service over the member systems and the allocation of costs associated with transmission upgrades.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Utility

Entergy Arkansas is subject to regulation by the APSC which includesas to the authority to:following:

oversee utility service;
set retail rates;
determine fuel cost recovery;
reasonable and adequate service;
control leasing;
control the acquisition, sale, or salelease of any public utility plant or property constituting an operating unit or system;
set rates of depreciation;depreciation rates;
issue certificates of convenience and necessity and certificates of environmental compatibility and public need; and

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regulate the issuance and sale of certain securities.

Additionally, Entergy Arkansas serves a limited number of retail customers in Tennessee. Pursuant to legislation enacted in Tennessee, and as a result, may be requiredEntergy Arkansas is subject to submit certain matters approved by the APSC for consideration bycomplaints before the Tennessee Regulatory Authority.Authority only if it fails to treat its retail customers in Tennessee in the same manner as its retail customers in Arkansas. Additionally, Entergy Arkansas maintains limited facilities in Missouri but does not provide retail electric service to customers in Missouri. Although Entergy Arkansas obtained a certificate with respect to its Missouri facilities, Entergy Arkansas is not subject to the retail rate or regulatory scheme in Missouri.


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Entergy Louisiana’s electric and gas business is subject to regulation by the LPSC as to:to the following:

utility service;
retail rates and charges;
standards of service;
certification of generating facilities;facilities and certain transmission projects;
certification of power or capacity purchase contracts;
audit of the fuel adjustment charge, environmental adjustment charge, and avoided cost payment to Qualifying Facilities;Facilities, energy efficiency rider, and purchased gas adjustment charge;
integrated resource planning;
utility mergers and acquisitions and other changes of control; and
depreciation and other matters.

Prior to the transfer of the Algiers assets to Entergy New Orleans on September 1, 2015, Entergy Louisiana was also subject to the jurisdiction of the City Council with respect to such matters within Algiers in Orleans Parish, although the precise scope of that jurisdiction differed from that of the LPSC.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

utility service;
service areas;
facilities;
certification of generating facilities and certain transmission projects;
retail rates;
fuel cost recovery;
depreciation rates; and
mergers and changes of control.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the City Council as to the following:

utility service;
retail rates and charges;
standards of service;
depreciation;depreciation and other matters;
integrated resource planning;
audit of fuel adjustment charge, environmental adjustment charge, and purchased gas adjustment charge;
issuance and sale of certain securities; and
other matters.mergers and changes of control.

To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT.  Entergy Texas is also subject to regulation by the PUCT as to:


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to the following:

retail rates and service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
customer service standards;
certification of certain transmission and generation projects; and
extensions of service into new areas.


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Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements.  The NRC has broad authority to impose finescivil penalties or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend and Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy subsidiaries in the Entergy Wholesale Commodities segment are subject to the NRC’s jurisdiction as the owners and operators of Pilgrim, Indian Point Energy Center, FitzPatrick, Vermont Yankee, and Palisades. Substantial capital expenditures, increased operating expenses, and/or higher decommissioning costs at Entergy’s nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the Utility operating companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 20162018 of $181.9$186.9 million for the one-time fee. Entergy accepted assignment of the Pilgrim, FitzPatrick and Indian Point 3, Indian Point 1 and Indian Point 2, Vermont Yankee, Palisades, and Big Rock Point spent fuel disposal contracts with the DOE held by their previous owners. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Entergy’s total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, have surpassed $1.6 billion (exclusive of amounts relating to Entergy plants that were paid or are owed by prior owners of those plants).

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing (the DOE filed the license application in June 2008) and, after the license is granted by the NRC, proceed with the repository construction and commencement of receipt of spent fuel. Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. The DOE continues to delay meeting its obligation. Specific steps were taken to discontinue the Yucca Mountain project, including a motion to the NRC to withdraw the license application with prejudice and the establishment of a commission to develop recommendations for alternative spent fuel storage solutions. In August 2013 the U.S. Court of Appeals for the D.C. Circuit ordered the NRC to continue with the Yucca Mountain license review, but only to the extent of funds previously appropriated by Congress for that purpose and not yet used. This amount of money isAlthough the NRC completed the safety evaluation report for the license review in 2015, the previously appropriated funds are not expected to be sufficient to complete the review.review, including required hearings. The government

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has taken no effective action to date related to the recommendations of the appointed spent fuel study commission. Accordingly, large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy’s facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy’s nuclear sites.

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Following the 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.

As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. These subsidiaries have been, and continue to be, involved in litigation to recover the damages caused by the DOE’s delay in performance. Through 2016,2018, Entergy’s subsidiaries won and collected on judgments against the government totaling over $500 million.

In April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $29 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Also in April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $44 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. In June 2015, Entergy Arkansas and System Energy appealed to the U.S. Court of Appeals for the Federal Circuit portions of those decisions relating to cask loading costs. In April 2016 the Federal Circuit issued a decision in both appeals in favor of Entergy Arkansas and System Energy, and remanded the cases back to the U.S. Court of Federal Claims. In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case, and Entergy received the payment from the U.S. Treasury in August 2016. In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case, and Entergy received payment from the U.S. Treasury in October 2016.
 
In May 2015, the U.S. Court of Federal Claims issued a final partial summary judgment on a portion, $21 million, of the claims in the Palisades case. The DOE did not appeal that decision, and Entergy received the payment from the U.S. Treasury in October 2015.

In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016.

In January 2016 the U.S. Court of Federal Claims issued a judgment in the amount of $49 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. In April 2016, Entergy Louisiana appealed to the U.S. Court of Appeals for the Federal Circuit the portion of that decision relating to cask loading costs. After the ANO and Grand Gulf appeal was rendered, the U.S. Court of Appeals for the Federal Circuit remanded the Waterford 3 case back to the U.S. Court of Federal Claims for decision in accordance with the U.S. Court of Appeals ruling on cask loading costs. In August 2016 the U.S. Court of Federal Claims issued a final judgment in the Waterford 3 case in the amount of $53 million, and Entergy Louisiana received the payment from the U.S. Treasury in November 2016.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case, reserving the issue of cask loading costs pending resolution of the appeal on the same issues in the Entergy Arkansas and System Energy cases.

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Entergy Louisiana received payment from the U.S. Treasury in August 2016. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana received the payment from the U.S. Treasury in January 2017. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.
    
In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulated agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee

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and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016.

In September 2016 the U.S. Court of Federal Claims issued a final judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades received payment from the U.S. Treasury in January 2017.

In October 2016 the U.S. Supreme Court of Federal Claims issued a judgment in the second round Entergy
Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 received payment from the U.S. Treasury in January 2017.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round of the Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Storage capability additions using dry casks began operations at Palisades in 1993, at ANO in 1996, at FitzPatrick in 2002, at River Bend in 2005, at Grand Gulf in 2006, at Indian Point and Vermont Yankee in 2008, at Waterford 3 in 2011, and at Pilgrim in 2015.  These facilities will be expanded as needed.  

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Louisiana, and System Energy are entitled to recover from customers through electric rates the estimated decommissioning costs for ANO, Waterford 3, and Grand Gulf, respectively.  In addition, Entergy Louisiana and Entergy Texas are entitled to recover from customers through electric rates the estimated decommissioning costs for the portion of River Bend subject to retail rate regulation. The collections are deposited in trust funds that can only be used for future decommissioning costs.in accordance with NRC and other applicable regulatory requirements.  Entergy periodically reviews and updates the estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In July 2010 the LPSC approved increased decommissioning collections for Waterford 3 and the Louisiana regulated share of River Bend and in December 2010 the PUCT approved increased decommissioning collections for the Texas share of River Bend to address previously identified funding shortfalls.  In December 2015This LPSC decision contemplated that the APSC approved increasedlevel of decommissioning collections could be revisited should the NRC grant license extensions for ANO 2 to address an identified shortfall.both Waterford 3 and River Bend, which has now occurred. In December 2016 the APSC ordered continued collections for decommissioning for ANO 2, while finding that ANO 1’s decommissioning was adequately funded without continued collections. In December 2017 the APSC ordered continued collections for decommissioning for ANO 2, and again found that ANO 1’s decommissioning was adequately funded without continued collections. In September 2016 the NRC issued a 20-year operating license renewal for Grand Gulf. In a 2017 filing at the FERC, System Energy stated that with the renewed operating license, Grand Gulf’s decommissioning trust was sufficiently funded, and proposed (among other things) to cease decommissioning collections for Grand Gulf effective October 1, 2017. The FERC accepted the proposal subject to refund, and appointed a settlement judge to oversee settlement negotiations in the case. Entergy currently believes its decommissioning funding will be sufficient for its nuclear plants subject to retail rate regulation, although decommissioning cost inflation and trust fund performance will ultimately determine the adequacy of the funding amounts.


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In November 2016,January 2019, Entergy entered into an agreement to sellsold 100% of the membership interest in Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar. Upon closingAs a result of the sale, NorthStar will assumeassumed ownership of Vermont Yankee and its decommissioning and site restoration trusts, together with complete responsibility for the facility’s decommissioning and site restoration. The sale is subject to certain closing conditions, including approval from the NRC and the State of Vermont Public Service Board. See Note 9 to the financial statements for further discussion of Vermont Yankee decommissioning costs and see “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the NorthStar transaction.

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For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities with the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy. The transaction was contingent upon receiving approval from the NRC,Entergy, which was received in January 2017.  The decommissioning trust funds for the Indian Point 3 and FitzPatrick plants were transferred to Entergy by NYPAcompleted in January 2017. In August 2016,March 2017, Entergy also entered into an agreement to sellsold the FitzPatrick plant to Exelon. UponExelon, and as part of the closing of that sale,transaction, the FitzPatrick decommissioning trust fund, along with the decommissioning obligation for that plant, will be transferedwas transferred to Exelon. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the transaction. See Entergy Wholesale Commodities Exit fromNote 14 to the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysisfinancial statements for further discussion of the Exelon transaction.FitzPatrick sale.

In March 20162018 filings with the NRC were made for certain Entergy subsidiaries’ nuclear plants reporting on decommissioning funding.  Those reports showed that decommissioning funding for each of those nuclear plants met the NRC’s financial assurance and planning requirements.

Additional information with respect to Entergy’s decommissioning costs and decommissioning trust funds is found in Note 9 and Note 16 to the financial statements.

Price-Anderson Act

The Price-Anderson Act requires that reactor licensees purchase and maintain the maximum amount of nuclear liability insurance available and participate in an industry assessment program called Secondary Financial Protection in order to protect the public in the event of a nuclear power plant accident.  The costs of this insurance are borne by the nuclear power industry.  Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025.  The Price-Anderson Act limits the contingent liability for a single nuclear incident to a maximum assessment of approximately $127.3$137.6 million per reactor (with 10299 nuclear industry reactors currently participating).  In the case of a nuclear event in which Entergy Arkansas, Entergy Louisiana, System Energy, or an Entergy Wholesale Commodities company is liable, protection is afforded through a combination of private insurance and the Secondary Financial Protection program. In addition to this, insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units is also purchased.  The Price-Anderson Act and insurance applicable to the nuclear programs of Entergy are discussed in more detail in Note 8 to the financial statements.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. ANO 1, ANO 2, Waterford 3, River Bend, FitzPatrick, Indian Point 2, Indian Point 3, and Palisades are in Column 1. Grand Gulf is in Column 2. ANO 1 and 2 arePilgrim is in Column 4 and are subject to an extensive set of required NRC inspections. Pilgrim is also in Column 4 and iswas subject to an extensive, but limited, set of required NRC inspections. See Note 8inspections that were completed in 2018 with a finding by the NRC in January 2019 that the corrective actions required to address the financial statements for further discussion of theconcerns that led to placement of ANO 1 and 2, and Pilgrim in Column 4 of the NRC’s matrix.

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been completed and that Pilgrim had demonstrated sustained improvement. See Note 8 to the financial statements for further discussion of the placement of Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted below.  Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated.  Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other  facilities.  Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements.  These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, greenhouse gases, and significant modifications to existing facilities;
Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;
Hazardous air pollutant emissions reduction programs;
Interstate Air Transport;
Operating permit program for administrationprograms and enforcement of these and other Clean Air Act programs;
Regional Haze and Best Available Retrofit Technology programs; and
New and existing source standards for greenhouse gas and other air emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and has followedfollows the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement.  In recentSeveral years ago, however, the EPA has begunimplemented an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit.  Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered routine and on other legal issues that affect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air Act, including New Source ReviewNSR requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015 a subsequentan additional request for similar information was

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received for the White Bluff facility. Entergy responded to all requests. None of these EPA requests for information alleged that the facilities were in violation of law.


In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims as well as other issues facing Entergy Arkansas’s fossil generation plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. For further information about the settlement, see “Regional Haze” discussed below.
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Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating unitfacility (Lewis Creek) and is in the process of permitting and constructing one fossil-fueled facility (Montgomery County Power Station) in a geographic area that is not in attainment ofwith the currently-enforcedapplicable national ambient air quality standards (NAAQS) for ozone.  The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area.  Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.”  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010.  In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008.  In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to the EPA for a finding, and in December 2015, the EPA issued the finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard. The EPA issued this finding in December 2015. In April 2015 the EPA revoked the 1997 ozone NAAQS, and in May 2016 the EPA issued a proposed rule approving a substitute for the Houston-Galveston-Brazoria area. This redesignation indicatesindicated that the area has attained the revoked 1997 8-hour ozone NAAQS due to permanent and enforceable emission reductions and that it will maintain that NAAQS for 10 years from the date of the approval. Final approval, will resultwhich was effective in December 2016, resulted in the area no longer being subject to any remaining anti-backsliding or non-attainmentnonattainment new source review requirements associated with the revoked 1997 NAAQS. In February 2018 the U.S. Court of Appeals for the D.C. Circuit opined that the EPA violated the Clean Air Act by revoking the 1997 standard and by creating the process that allowed states to avoid certain anti-backsliding provisions of the Act. Opponents filed a legal challenge to the December 2016 redesignation based on the February 2018 D.C. Circuit decision. The lawsuit has created much uncertainty and the TCEQ recently submitted a request to the EPA that the Houston-Galveston-Brazoria area be re-designated to attainment for the revoked 1997 standards.

In March 2008 the EPA revised the eight-hour NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  In April 2012 the EPA released its final non-attainmentnonattainment designations for the 2008 ozone NAAQS.  In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment. In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas had attained the 2008 standard. In May 2016 the EPA finalized those determinations and extended the Houston-Galveston-Brazoria area’s attainment date for the 2008 Ozoneozone standard to July 20, 2016.2016 and reclassified the Baton Rouge area as attainment for ozone under the 2008 8-hour ozone standard. In December 2016 the EPA determined that the Houston-Galveston-Brazoria area had failed to attain the 2008 ozone standard by the 2016 attainment date. This finding reclassifiesreclassified the HGBHouston-Galveston-Brazoria area from marginal to “moderate.”“moderate” and set the attainment deadline as July 20, 2018. In May 2018 the EPA published a proposed rule approving the Houston-Galveston-Brazoria attainment demonstration (a forward-looking model projecting attainment) for the 2008 8-hour ozone standard.

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However, in November 2018, the EPA signed a proposed rule determining that the area had failed to attain the 2008 standard by the July 20, 2018 attainment deadline. This determination will reclassify the Houston-Galveston-Brazoria area from “moderate” to “serious” and set the attainment deadline as July 20, 2021. Upon issuance of the final rule, the reclassification will become effective 30 days after publication in the Federal Register.

In October 2015 the EPA issued a final rule again lowering the primary and secondary NAAQS for ozone, this time to a level of 70 parts per billion. States were required to assess their attainment status and recommend designations to the EPA. In May 2018 the EPA by October 2016.designated Montgomery County, Texas, which is in the Houston-Galveston-Brazoria area, and in which Entergy’s Lewis Creek plant operates, as marginal non-attainment. The following counties and parishesfinal designations were effective in Entergy’s service territory were recommended for non-attainment: in Louisiana, Ascension Parish, East Baton Rouge Parish, West Baton Rouge Parish, Iberville Parish, and Livingston Parish; in Texas, Montgomery County. The EPA has one year to review these recommendations and make final designations. States are expected to file compliance plans by the end ofAugust 2018. The assessments likely will be based on data from 2014-2016. Entergy will continue to work with state environmental agencies on appropriate methods for assessing attainment and non-attainmentnonattainment with the new standard and, where necessary, in planning for compliance. Following designation approval by the EPA, states will beThe State of Texas is required to develop plans intended to return non-attainment areasthe area to a condition of attainment. The timing for that action depends largely on the severity of non-attainment in a given area.attainment by August 2021.

Potential SO2 Nonattainment

The EPA issued a final rule in June 2010 adopting an SO2 1-hour national ambient air quality standard of 75 parts per billion.  The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA indicated that it would delay designations except for those areas with existing monitoring data from 2009 to 2011 indicating violations of the new standard. In August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as non-attainmentnonattainment for the SO2 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. In July 2016 the EPA finalized another round of designations for areas with newly monitored violations of the

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2010 standard and those with stationary sources that emit over a threshold amount of SO2. Counties and parishes in which Entergy owns and operates fossil generating facilities that were included in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. Independence County and Calcasieu Parish were designated “unclassifiable,” and Jefferson County was designated “unclassifiable/attainment.” In August 20152017 the EPA issued a final data requirement rule for the SO2 1-hour standard. This rule will guide the processletter indicating that East Baton Rouge and St. Charles parishes would be designated by December 31, 2020 as monitors were installed to be followed by the states anddetermine compliance. In January 2018 the EPA to determine the appropriate designation for the remaining unclassified areaspublished a final rule designating a third round of attainment and nonattainment areas. Evangeline Parish, Louisiana, was designated nonattainment. Entergy does not have a generation asset in the country.that parish. Additional capital projects or operational changes may be required to continue operating Entergy facilities in areas eventually designated as in non-attainmentnonattainment of the standard or designated as contributing to non-attainmentnonattainment areas. In May 2018 the EPA released a proposed rule that would retain the standard at 75 parts per billion, which was set in 2010. In November 2018 the EPA proposed to designate Independence County as “unclassifiable/attainment.” Final EPA action is pending.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which had a compliance date, with a widely granted one-year extension, of April 2016. The required controls have been installed and are operational at all affected Entergy units. In December 2018 the EPA signed a proposed rule that finds that it is not “appropriate and necessary” to regulate hazardous air pollutants from electric steam generating units under the provisions of section 112(n) of the Clean Air Act. This is a reversal of the EPA’s previous finding requiring such regulation. However, the proposal does not seek to revise the MATS rule at this time. Entergy will continue to monitor this situation.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions 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.

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Based on several court challenges, CAIR and its subsequent versions, now known as the Cross State Air Pollution Rule (CSAPR), have been remanded to and modified by the EPA on multiple occasions. In July 2015 the D.C. Circuit invalidated the allowance budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR remains in effect.

The CSAPR Phase 1 implementation became effective January 1, 2015. Entergy has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy.

In September 2016 the EPA finalized the CSAPR Update Rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017 the final rule will requirerequires reductions in summer nitrogen oxides (NOx) emissions. Several states, including Arkansas and Texas, filed a challenge to the Update Rule, which remains pending.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could result in a requirement to install SO2 and NOx pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units.  The rule leaves certain CAVR determinations to the states.  

In Arkansas, the Arkansas Department of Environmental Quality (ADEQ) prepared a State Implementation Planstate implementation plan (SIP) for Arkansas facilities to implement its obligations under the CAVR.   In April 2012 the EPA finalized a decision addressing the Arkansas Regional Haze SIP, in which it disapproved a large portion of the Arkansas Regional Haze SIP,plan, including the emission limits for NOx and SO2 at White Bluff.  By Court order, the EPA had to issue a final federal implementation plan (FIP) for Arkansas Regional Haze by no later than August 31, 2016. In April 2015 the EPA published a proposed FIPfederal implementation plan (FIP) for Arkansas, taking comment on requiring installation of scrubbers and low NOx burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NOx controls to

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continue operating the Lake Catherine plant. Entergy filed comments by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO2 and NOx limits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units in 2027 and 2028.at a later date.

In September 2016 the EPA published the final Arkansas Regional Haze FIP. In most respects, the EPA finalized its original proposal but shortened the time for compliance for installation of the NOx controls. The FIP requiresrequired an emission limitation consistent with SO2 scrubbers at both White Bluff and Independence by October 2021 and NOx controls by April 2018. The EPA declined to adopt Entergy’s proposals related to ceasing coal use as an alternative to SO2 scrubbers for White Bluff SO2 BART. For some or all of the FIP, Entergy anticipates that Arkansas will submit a state plan (SIP) to replace the FIP. In November 2016, Entergy and other interested parties, such asincluding the State of Arkansas, filed petitions for administrative reconsideration and stay at the EPA as well as petitions for judicial review toin the U.S. Court of Appeals for the Eighth Circuit. The Eighth Circuit granted the stay pending settlement discussions and pending the State’s development of a SIP that, if approved by the EPA, would replace the FIP. The state has proposed its replacement SIP in two parts: Part I considers NOx requirements, and Part II considers SO2 requirements. The EPA approved the Part I NOx SIP in January 2018. The Part I SIP requires that Entergy address NOx impacts on visibility via compliance with the CSAPR ozone-season emission trading program. Arkansas has finalized a Part II SIP which is under review by the EPA and is currently pending a state administrative appeal. In November 2018 the EPA proposed to finalize the Part II SIP without any substantive changes. Additionally, on December 31, 2018, the ALJ issued a Recommended Decision granting the Arkansas Department of Environmental Quality’s and Entergy’s Motions for Summary Judgment, which will resolve the administrative appeal if adopted by the Arkansas Pollution Control and Ecology Commission. The final Part II SIP requires that Entergy achieve SO2 emission reductions via the use of low-sulfur coal at both White Bluff and Independence within three years. The Part II SIP also requires that Entergy cease to use coal at White Bluff by December 31, 2028 and notes the current planning assumption that Entergy’s Independence units will cease to burn coal by December 31, 2030.

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In January 2018 and February 2016,2018, Entergy the State of Arkansas, Entergy Mississippi, Entergy Power, and other parties requestedco-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims and reducing the risk that Entergy Arkansas, as operator of Independence and White Bluff, might be compelled under the Clean Air Act’s regional haze program to install costly emissions control technologies. Consistent with the terms of the settlement and in many cases also the Part II SIP, Entergy Arkansas, along with co-owners, will begin using only low-sulfur coal at Independence and White Bluff by mid-2021; cease to use coal at White Bluff and Independence by the end of 2028 and 2030, respectively; cease operation of the remaining gas unit at Lake Catherine by the end of 2027; reserve the option to develop new generating sources at each plant site; and commit to install or propose to regulators at least 800 MWs of renewable generation by the end of 2027, with at least half installed or proposed by the end of 2022 (which includes two existing Entergy Arkansas projects) and with all qualifying co-owner projects counting toward satisfaction of the obligation. Under the settlement, the Sierra Club and the National Parks Conservation Association also waive certain potential existing claims under federal and state environmental law with respect to specified generating plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. The EPA, which is allowed to judicially staycomment on such a settlement agreement, has stated that it has no objections to the FIP.  A decisionsettlement. The Arkansas Attorney General and the Arkansas Affordable Entergy Coalition have filed motions to intervene. The court has not acted on the intervention requests. The Arkansas Attorney General also filed an application before the APSC in December 2018 seeking an investigation into the effects of the settlement, the Arkansas Affordable Energy Coalition filed to support the investigation, and Entergy Arkansas filed a motion to dismiss the application. Briefing is expected in 2017. ongoing.

In Louisiana, Entergy is workingworked with the LDEQLouisiana Department of Environmental Quality (LDEQ) and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. AThe LDEQ submitted a revised SIP in February 2017. In May 2017 the EPA proposed federal implementation plan is likely to beapprove a majority of the revisions. In September 2017 the EPA issued a proposed SIP approval for the Nelson plant, requiring an emission limitation consistent with the use of low-sulfur coal, with a compliance date three years from the effective date of the final EPA approval. The EPA’s final approval decision was issued in MarchDecember 2017 with finalization in December 2017. At this time, itand is prematureon appeal to predict what controls, if any, might be requiredthe U.S. Court of Appeals for compliance. Entergy continues to monitor the submission and to file comments in the process as appropriate.
Fine Particle (PM2.5) National Ambient Air Quality StandardFifth Circuit.

In December 2012 the EPA released regulations that lowered the NAAQS for fine particle pollution or PM2.5.  In January 2015 the EPA finalized area designations for this standard. All areas in Entergy’s service territory were designated as “Unclassifiable/Attainment” for this standard.  Entergy will continue to monitor and engage, as necessary, in the state’s implementation process in Entergy states.
NNewNew and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, the EPA was directed 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 January 2014 the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants.  Entergy has beenwas actively engaged in the rulemaking process, havingand submitted comments to the EPA in December 2014. The EPA issued the final rulerules for both new and existing sources in August 2015, and it wasthey were published in the Federal Register in October 2015. The existing source rule, also called the Clean Power Plan, requires states to develop plans for compliance plans with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and by the U.S. Supreme Court. ItCourt, if further review is also expected thatgranted. In March 2017 the current administration will make modificationsissued an executive order entitled “Promoting Energy Independence and Economic Growth” instructing the EPA to this program.review and then to suspend, revise, or rescind the Clean Power Plan, if appropriate. The costEPA subsequently asked the D.C. Circuit to hold the challenges to the Clean Power Plan and schedule for implementationthe greenhouse gas new source performance standards in abeyance and signed a notice of withdrawal of the 111(d) implementation rule cannot be determined at this timeproposed federal plan, model trading rules, and will depend largely onthe Clean Energy Incentive Program. The court decisions, administration modificationsplaced the litigation in abeyance in April 2017. The EPA

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Administrator also sent a letter to the affected governors explaining that states are not currently required to meet Clean Power Plan deadlines, some of which have passed. In October 2017 the EPA proposed a new rule that would repeal the Clean Power Plan on the grounds that it exceeds the EPA’s statutory authority under the Clean Air Act. In December 2017 the EPA issued an advanced notice of proposed rulemaking regarding section 111(d), seeking comment on the form and content of a replacement for the Clean Power Plan, if one is promulgated. In August 2018 the EPA published its proposal to replace the Clean Power Plan. The Affordable Clean Energy (ACE) Rule, which in its current form focuses on existing coal-fired electric generating units, proposes to determine that heat rate improvements are the best system of emission reductions. The rule also proposes revisions to the New Source Review program to prevent that program from being a barrier to installing heat rate improvement projects under ACE. Additionally, the rule provides states more discretion in determining how the best system for emission reductions applies to individual units, including technical feasibility and any forthcoming state section 111 (d) implementation plans.the remaining useful life of the facility. Comments on the proposal were due in October 2018. Entergy will continue to be engaged in this rulemaking process.

Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level.  Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s

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operations.  Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications.  These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
introduction of bills in Congress and development of regulations by the EPA proposing further limits on NOx, SO2, mercury, and carbon dioxide and other air emissions.  New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;
efforts in Congress or at the EPA to establish a mandatory federal carbon dioxide emission tax, control structure or unit performance standards;
revisions to the estimates of the Social Cost of Carbon usedand its use for regulatory impact analysis of Federal laws and regulations;
implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;
efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;
efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;
efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs;
efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk; and
the listing of additional species as threatened or endangered, and the protection of critical habitat for these species.species, and developments in the legal protection of eagles and migratory birds; and
the regulation of the management, disposal, and beneficial reuse of coal combustion residuals.

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner.  By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per kilowatt-hourmegawatt-hour of electricity generated.  In anticipation of the imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions.  These voluntary actions included establishment of a formal program to stabilize owned power plant carbon dioxide emissions at 2000

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levels through 2005, and Entergy succeeded in reducing emissions below 2000 levels. Total carbon dioxide emissions representing Entergy’s ownership share of power plants in the United States were approximately 53.2 million tons in 2000 and 35.6 million tons in 2005.  In 2006, Entergy changed its method of calculating emissions to includestarted including emissions from controllable power purchases as well as its ownership share of generation.  Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases, cumulatively over the period, at 20% below 2000 levels through 2010.  In 2011, Entergy extended this commitment through 2020.  Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 46.1 tons in 2011, 45.543.7 million tons in 2012, 46.2 million2018 and 39.9 tons in 2013, 42.4 million tons in 2014, 39.5 million tons in 2015, and 42.5 million tons in 2016. The decrease in this number from 2014 to 2015 is largely attributable to the impact on the calculation methodology of the Utility operating companies’ transition into the MISO system. Participation in this system resulted in fewer power purchases being classified as “controllable” and thus included in the calculation of the emissions total.2017.
    
Entergy participates in the M.J. Bradley & Associates’ Annual Benchmarking Air Emissions Report, an annual analysis of the 100 largest U.S. electric power producers. The report is available on the M.J. Bradley website. Entergy’s CO2annual greenhouse gas emissions areinventory is also third-party verified, and that certification is made available on the American Carbon Registry website. Entergy participates annually in the Dow Jones Sustainability Index and in 20162018 was listed on the North American Index. Entergy has been listed on the World or North American Index, or both, for seventeen consecutive years.

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Nelson Unit 6 (Entergy Louisiana)

Entergy Louisiana has self-reported to the LDEQ an annual carbon monoxide (CO) emission limit deviation at the Nelson Unit 6 coal-fired facility for the years 2006-2010 and the failure to report these deviations in semi-annual reporting and in annual Title V compliance certifications. Entergy Louisiana is not required to monitor carbon monoxide emissions from Nelson Unit 6 using a continuous emissions monitoring system (CEMS). Stack tests performed in 2010 appear to indicate CO emissions in excess of the maximum hourly limit for three - 1 hour test runs; however, comparison of the 2010 stack tests with the most recent previous tests, from 2006, appear to indicate that the permit limits were calculated incorrectly in the Title V Permit application and should have been higher using the 2006 stack test as the basis. The 2010 test emission levels did not cause a violation of NAAQS. Additionally, the 2010 stack testing, which was performed in compliance with an EPA data request connected to the agency’s development of a new air emissions rule, was not taken during a period of normal and representative operations for Nelson 6. Entergy Louisiana has settled this matter with the LDEQ.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States.  The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted.  Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years.  Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants.  

For thirteen years, Entergy participated in an administrative permitting process with the New York State Department of Environmental Conservation (NYSDEC) for renewal of the Indian Point 2 and Indian Point 3 discharge permit.  That proceeding recently was settled along with other ongoing proceedings. For a discussion of the recent Indian Point settlement, see “Entergy Wholesale Commodities Authorization to Operate Its Nuclear Power Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. After litigation, in May 2014, the EPA issued a new final 316(b) rule followed by publication in the Federal Register in August 2014, with the final rule effective in October 2014. Entergy is developingimplementing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed a petition for review of the final rule as a co-petitioner with the Utility Water Act Group a petitionGroup. The U.S. Court of Appeals for review of the final rule. The case will be heard in the U.S. Second Circuit heard oral argument in September 2017 and rendered its decision in July 2018. The U.S. Court of Appeals. Entergy expects briefing onAppeals upheld the case to be finalizedrule in early 2017.


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Coastal Zone Management Act

Beforeits entirety. Environmental petitioners petitioned the Second Circuit for a federal licensing agency (such as the NRC) may issue a major licensepanel rehearing or permit for an activity within the federally designated coastal zone, the agency must be satisfied that the requirements of the Coastal Zone Management Act (CZMA), as applicable, have been met. In many cases, CZMA requirements are satisfied by the state’s written concurrence with a “consistency determination” filed by the federal license applicant explaining why the activity proposed to be federally licensed is consistent with the state’s coastal management program. For a discussion of the recent Indian Point settlement, including the CZMA proceedings related to Indian Point license renewal, see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.rehearing en banc, which was denied.

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 willsaid would inform the rulemaking - thisrulemaking. This report was finalized in January 2015. The Final Rulefinal rule was published in the Federal Register in June 2015. The rule could significantly increase the number and types of waters included in the EPA’s and the U.S.

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Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. Entergy is actively engaged withThe final rule was challenged in various federal courts by several parties, including most states. In February 2017 the current administration issued an executive order instructing the EPA and the U.S. Army Corps of Engineers to identify issues that require clarification in expected technical and policy guidance documents. The final rule has been challenged in federal court by several parties, including over thirty states. In August 2015review the District Court for North Dakota issued a preliminary injunction staying the new rule in 13 states. In October 2015 the U.S. Court of Appeals for the Sixth Circuit issued a nationwide stayWaters of the rule. Entergy will continueUnited States rule and to monitor this rulemaking and ensure compliance with existing permitting processes.revise or rescind, as appropriate. The 2015 rule now is stayed throughout Entergy’s utility service territory by actions of the United States District Courts. In responseDecember 2018 the EPA released a prepublication copy of its revised definition of Waters of the United States which proposes to narrow the scope of the Clean Water Act jurisdiction, as compared to the stay, EPA and2015 rule. Comments will be due 60 days after publication in the U.S. Army Corps resumed nationwide use of the agencies’ regulations as they existed prior to August 27, 2015.Federal Register.

Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to monitor and report regularly the presence of radioactive material in the environment.  Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program.  This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed groundwater monitoring wells and began periodic sampling.  The program also includes protocols for notifying local officials if contamination is found.  To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, FitzPatrick, Indian Point, Palisades, Pilgrim, Grand Gulf, Vermont Yankee, and River Bend.  Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides.  Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

In February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian Point’s groundwater monitoring program.  Investigation of the source of elevated tritium has determined that the source iswas related to a temporary system to process water in preparation for the regularly scheduled refueling outage at Indian Point 2. The system was secured and is no longer in use and additional measures have been taken to prevent reoccurrence should the system be needed again. In June 2016, Indian Point detected trace

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amounts of cobalt 58 in a single well. This was associated with the draining and disassembly of a temporary heat exchanger operated in support of the Indian Point 2 outage. Oversight by the NRC and other federal/state government bodies continues. The NRC has issued a Green Noticegreen notice of Violationviolation related to the adequacy of Entergy’s controls to prevent the introduction of radioactivity into the site groundwater. Entergy completed corrective actions and is working with the NRC on the closure of the notice of violation.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released.  Certain private parties also may use CERCLA to recover response costs.  Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA.  CERCLA has been interpreted to impose strict, joint and several liability on responsible parties.  Many states have adopted programs similar to CERCLA.  Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities.facilities including nuclear facilities that have been or will be sold to decommissioning companies.  In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation.  Some disposal sites used by

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Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities.  Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs.  The affected Entergy subsidiaries have established provisions for the liabilities for such environmental clean-up and restoration activities.  Details of potentially material CERCLA and similar state program liabilities that are not de minimisare discussed in the “OtherOther Environmental Matters”Matters section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2016, Entergy’s2018, Entergy has recorded asset retirement obligations related to CCR management of $8.2 million, including $3.8 million at Entergy Arkansas, $1.7 million at Entergy Louisiana, $1.1 million at Entergy Mississippi, and $1.3 million at Entergy Texas.$18.4 million.

In December 2016 the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for a permit programs.program. In September 2017 the EPA agreed to reconsider certain provisions of the CCR rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards. The EPA is expected to release additional revisions in another rulemaking. In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

Pursuant to the EPA Rule, Entergy isoperates groundwater monitoring state agency actionssystems surrounding its coal combustion residual landfills located at White Bluff, Independence, and will participateNelson. Monitoring to date has detected concentrations of certain listed constituents in the regulatory development process.area, but has not indicated that these constituents originated at the active landfill cells. Reporting has occurred as required, and detection monitoring will continue as the rule requires. In late-2017, Entergy determined that certain in-ground wastewater treatment system recycle ponds at its White Bluff and Independence facilities require management under the new EPA regulations. In order to meet these regulations, one of two recycle ponds at White Bluff commenced closure in October 2018. Additionally, the second recycle pond at White Bluff is planned for closure on or before October 31, 2020. Any potential requirements for corrective action or operational changes under the new EPA rule continue to be assessed. Notably, ongoing litigation has resulted in the EPA’s continuing review of the rule. Consequently, the nature and cost of additional corrective action requirements may depend, in part, on the outcome of the EPA’s review.

Other Environmental Matters

Entergy Louisiana and Entergy Texas

Several class action and other lawsuits have been filed in state and federal courts seeking relief from Entergy Gulf States, Inc. and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Gulf States, Inc.’s premises (see “Litigation” below).

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Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931.  Coal tar, a

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by-product of the distillation process employed at MGPs, apparently was routed to a portion of the property for disposal.  The same area also has been used as a landfill.  In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site.  In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center.  In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface.  In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site.  The groundwater monitoring study commenced in January 2006 and is continuing.  The EPA released the second Five Year Review in 2015. The EPA believesindicated that the current remediation technique iswas insufficient and that Entergy willwould need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and the suggestedsuggesting installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy is awaiting comments and direction from the EPA on the Focused Feasibility Study and potential remedy selection.  In early 2017 the EPA indicated that the new remedial method, a waterloo barrier, may not be necessary and requested revisions to the Focused Feasibility Study. The EPA plans to provide comments on the revised 2017 Focused Feasibility Study in the next Five Year Review in 2020. Entergy is continuing discussions with the EPA regarding the ongoing actions at the site.

Entergy Louisiana and Entergy New Orleans

Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Louisiana and Entergy New Orleans and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Louisiana’s and Entergy New Orleans’s premises (see “Litigation” below).

Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy subsidiaries sent transformers to this facility.  Entergy Arkansas, Entergy Louisiana, and Entergy Texas responded to an information request from the TCEQ and continue to cooperate in this investigation.TCEQ.  Entergy Louisiana and Entergy Texas joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site, while Entergy Arkansas likely will pay a de minimis amount.site.  Current estimates, although variable depending on ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be approximately $1.5 million to $2 million.  Remediation activities continue at the site.

Entergy Mississippi, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The EPA notified Entergy Mississippi, Entergy Texas, and Entergy New Orleans that the EPA believes those entities are PRPs concerning contamination of an area known as “Devil’s Swamp Lake” near the Port of Baton Rouge, Louisiana.  The area allegedly was contaminated by the operations of Rollins Environmental (LA), Inc, which operated a disposal facility to which many companies contributed waste.  Documents provided by the EPA indicate that Entergy Louisiana may also be a PRP.  Entergy continues to monitor this situation.


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Entergy Arkansas

In April 2014 an EF4 tornado impacted two substation transformers in Entergy Arkansas’s Mayflower EHV substation. The tornado caused a release of approximately 25,000 gallons of non-PCB transformer oils, which subsequently flowed into a creek on Entergy Arkansas property. A report was made to the National Response Center, and several environmental agencies responded. Entergy initiated spill response activities within hours of the release with eventual oversight of the EPA and Arkansas Department of Environmental Quality (ADEQ) personnel. At the direction of the agencies, Entergy Arkansas has installed several temporary monitoring and recovery wells throughout the site and has regularly pumped and sampled the wells to determine the site meets regulatory screening limits. Acceptable screening limits have been achieved and Entergy Arkansas has received notification from the ADEQ that the site remediation is sufficient. Entergy Arkansas has received confirmation from ADEQ of “No Further Action Required.” There are no additional cleanup liability issues expected for the site; however, minimal administrative oversight charges from EPA and ADEQ may still be outstanding.

Entergy Texas

In December 2016 a transformer inside the Hartburg, Texas Substation had an internal fault resulting in a release of approximately 15,000 gallons of non-PCB mineral oil. Cleanup ensued immediately; however, rain caused much of the oil to spread across the substation yard and into a nearby wetland. The Texas Commission on Environmental Quality (TCEQ) and the National Response Center were immediately notified, and the TCEQ responded to the site approximately two hours after the cleanup was initiated. The remediation liability is estimated at $1.4$2.2 million; however, this number could fluctuate depending on the remediation extent and wetland mitigation requirements.

Entergy

In May 2015July 2017, Entergy entered into the Voluntary Cleanup Program with the TCEQ. Additional direction is expected from the TCEQ regarding final remediation requirements for the site. In November 2017, additional soil sampling was completed in the wetland area and, in February 2018, a transformer at the Indian Point facility failed, resulting in a fire and the releasesite summary report of non-PCB oilfindings was submitted to the ground surface.TCEQ. The fire was extinguished byTCEQ responded in June 2018 and has requested an ecological exclusion criteria checklist/Tier II screening-level ecological risk assessment, and additional site assessment, additional soil samples, groundwater samples, and some additional diagrams and maps. Entergy has developed and is implementing a response plan addressing the facility’s fire deluge system. No injuries occurred due to the transformer failure or company response. An estimated 3,000 gallons of oil were released into the facility’s discharge canal and the environment surrounding the transformer and discharge canal, including the Hudson River, as a result of the failure, fire, and fire suppression. Once the fire was extinguished, Indian Point personnel and contractors began recovering free-product from the damaged transformer, the transformer containment moat, and the area surrounding the transformer. The United States Coast Guard designated Entergy as the responsible party under the Oil Pollution Act of 1990 and assessed a $1,000 civil penalty for the discharge of oil into navigable waters. As required, Entergy established a claims process including a voluntary hotline. Entergy received no reports to the voluntary hotline or claims under the established claims process. Additional on-site remedial work including subsurface investigation continues, and the State of New York and/or the EPA may assess a penalty due to the release of oil to waters of the state. In September 2016, Indian Point personnel identified an oil sheen in the discharge canal. Further investigation revealed that an estimated 600 gallons of lubricating oil had leaked from the Indian Point 3 turbine system. The leaking component has been taken out of service and no oil has been discovered in the Hudson River. In October 2016 the New York Department of Environmental Conservation issued two notices of violation, one for each of these events, and a proposed order on consent for the 2015 event. In January 2017, Entergy and the New York Department of Environmental Conservation resolved this matter with an Order on Consent. The agreed Order requires Entergy to pay approximately $600 thousand in civil penalties, natural resource damages, and oversight costs. Additionally, Entergy will repair a 70-foot section of the discharge canal wall and will conduct daily visual inspections of the discharge canal wall to help identify additional material erosion or material structural deficiencies.TCEQ’s requests.

Litigation

Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments.  Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs

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in personal injury, property damage, and business tort cases.  The litigation environment in these states poses a significant business risk to Entergy.

Ratepayer and Fuel Cost Recovery Lawsuits  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Texas Power Price Lawsuit

See Note 2 to the financial statements for a discussion of this proceeding.

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.
 
Asbestos Litigation (Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas)

See Note 8 to the financial statements for a discussion of this litigation.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers.  As of December 31, 2016,2018, Entergy subsidiaries employed 13,51313,688 people.

Utility: 
Entergy Arkansas1,2421,258
Entergy Louisiana1,6961,656
Entergy Mississippi709713
Entergy New Orleans269278
Entergy Texas619600
System Energy
Entergy Operations2,9483,479
Entergy Services3,1263,525
Entergy Nuclear Operations2,8502,127
Other subsidiaries5452
Total Entergy13,51313,688

Approximately 4,9004,700 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, and Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The public may read and copy any materials that Entergy files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington,

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D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Copies of the reports that Entergy files with the SEC can be obtained at the SEC’s website.


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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information.  Filings made with the SEC are posted and available without charge on Entergy’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.  These filings include annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; proxy statements; and any amendments to those reports or statements.  All such postings and filings are available on Entergy’s Investor Relations website free of charge.  Entergy is providing the address to its Internetinternet site solely for the information of investors and does not intend the address to be an active link.  The contents of the website are not incorporated into this report.



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RISK FACTORS

Investors should review carefully the following risk factors and the other information in this Form 10-K.  The risks that Entergy faces are not limited to those in this section.  There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy’s financial condition, results of operations, and liquidity.  See “FORWARD-LOOKING INFORMATION.”

Utility Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that can be lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.
 
The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance costs, allowed rates of return, financing costs, and related costs of service.  These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy.  These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment, including adjustment upon the initiative of a regulator or affected stakeholders.

In addition, regulators canmay initiate proceedings to investigate the prudence of costs in the Utility operating companies’ base rates and examine, among other things, the reasonableness or prudence of the companies’ operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates.  The regulators canmay disallow costs subject to their jurisdiction found not to have been prudently incurred or found not to have been incurred in compliance with applicable tariffs, creating some risk to the ultimate recovery of those costs.  Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates.  Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates.  Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings. 

The base rates of Entergy Texas are established largely in traditional base rate case proceedings. Apart from base rate proceedings, Entergy Texas has also filed to use rate riders to recover the revenue requirements associated with certain authorized historical costs. Specifically,For example, Entergy Texas has recovered distribution-related capital investments through the distribution cost recovery factor rider mechanism, transmission-related capital investments and certain non-fuel MISO charges through the transmission cost recovery factor rider mechanism, and MISO fuel and energy-related costs through the fixed fuel factor mechanism. Entergy Texas is also required to make a filing every three years, at a minimum, reconciling its fuel and purchased power costs and fuel factor revenues. In the course of this reconciliation, the PUCT determines whether eligible fuel and fuel-related expenses and revenues are necessary and reasonable, and makes a prudence finding for each of the fuel-related contracts for the reconciliation period.

Between base rate cases, Entergy Arkansas and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize a forward test year (Entergy Arkansas) or forward-looking features (Entergy Mississippi). In response to Entergy Arkansas’s application for a general change in rates in 2015, the APSC approved Entergy Arkansas’s proposed formula rate plan rider pursuant to its election to have its rates regulated under a formula rate review mechanism pursuant to legislation enacted by the Arkansas General Assembly in early 2015. The APSC approved the formula rate plan tariff proposed by Entergy Arkansas including its use of a projected year test period and an initial five-year term. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’Arkansas’s formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an

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plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved and MPSC-approved tariffs, respectively.

Entergy Louisiana historically sets electric base rates annually through a formula rate plan using an historic test year. The form of the formula rate plan, on a combined basis, was approved in connection with the business combination of Entergy Louisiana and Entergy Gulf States Louisiana and largely followed the formula rate plans that were approved by the LPSC in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate plan is approved for continued usehas been extended through the test year 2016 filing. Entergy Louisiana’s electric formula rate plan increases are capped at2019; certain modifications were made in that extension, including a cumulative total of $30 million throughdecrease to the formula rate plan cycle. The LPSC also approved inallowed return on equity and the business combination Entergy Louisiana’s continuationaddition of a mechanism to recover non-fuel MISO-related costs, which are calculated separately from the formula rate plan requirements, but embedded in the formula rate plan factor applied on customer bills. Thistransmission cost recovery mechanism expires following the 2015 test year, and Entergy Louisiana has filed an application seeking to extend that mechanism, which is subject to review and approval by the LPSC. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause.mechanism. The formula rate plan retainscontinues to include exceptions from the rate cap/restrictionscap and sharing requirements for certain large capital investment projects, including acquisition or construction of generating facilities as well asand purchase power agreements approved by the LPSC.LPSC and as noted, for certain transmission investment, among other items. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause. In the event that the electric formula rate plans were terminated,plan is not renewed or expired without renewal or extension,extended, Entergy Louisiana would at that time revert to the more traditional rate case environment.

Entergy New Orleans previously operated under a formula rate plan that ended with the 2011 test year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no action may be taken with respect to Entergy New Orleans’Orleans’s base rates until rates are implemented from ain connection with the most recent base rate case that must beis filed forregarding its electric and gas operationsoperations. Entergy New Orleans filed its most recent rate case in 2018. September 2018 and expects a decision by the City Council later in 2019, with rates to become effective as of August 2019.

The limited exceptions include implementationrates of System Energy are established by the FERC, and the costs allowed to be charged pursuant to these rates are, in turn, passed through to the participating Utility operating companies through the Unit Power Sales Agreement, which allows monthly adjustments to reflect the current operating costs of, and investment in, Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the final year of a four-year phased-in rate increase for its Algiers operations in the Fifteenth Ward of the City of New Orleans and certain exceptional cost increases or decreases in its base revenue requirement.proceedings.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.  For information regarding rate case proceedings and formula rate plans applicable to the Utility operating companies, see Note 2 to the financial statements.

The Utility operating companies recover fuel, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment.  Because regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred, including the cost of replacement power purchased when generators experience outages, with the possibility of refunds to ratepayers, there exists some risk to the ultimate recovery of those costs.  Regulators canmay also initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

The Utility operating companies’ cash flows can be negatively affected by the time delays between when gas, power, or other commodities are purchased and the ultimate recovery from customers of the costs in rates.  On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating

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companies may agree to defer recovery of a portion of that period’s fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies.  For

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a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power costs recovery, see Note 2 to the financial statements.
 
There isremains uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies.

The Utility operating companies historically have engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that had been approved by the FERC.

Entergy Arkansas’s participation in the System Agreement terminated in December 2013, and Entergy Mississippi’s participation in the System Agreement terminated in November 2015. Pursuant to a settlement agreement approved by the FERC in December 2015, the The System Agreement terminated in its entirety with respect to the remaining Utility operating companies on August 31, 2016.

There isremains uncertainty regarding the long-term effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it hashad been in existence. In the absence of the System Agreement, there isremains uncertainty around the effectiveness of governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement terminated in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing of payments made by Entergy Arkansas under the System Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

For further information regarding the regulatory proceedings relating to the System Agreement, see Note 2 to the financial statements.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways that cause additional risk.

The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. TheMISO is currently evaluating through its stakeholder process potential changes in the transmission project criteria in MISO. These changes, if adopted, could potentially result in a larger volume of competitively bid and regionally cost allocated transmission projects. In addition to the cash and financing-related risks arising from the potential additional cost allocation to the Utility operating companies from these projects, there is a risk that the Utility operating companies’ business and financial position could be harmed as a result of lost investment opportunities and other effects that flow from an increased number of competitive projects being approved

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and constructed that are interconnected with their transmission systems. Further, the terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC. The operation of the Utility operating companies’ transmission system pursuant to the

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MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make periodic filings within a specified period of their integration into MISO, setting forth the results of analysis of the costs and benefits realized from MISO membership as well as the projected costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO,MISO. These filings have been submitted periodically by each of the Utility operating companies as required by their respective retail regulators, and the outcome of suchthe resulting proceedings may affect the Utility operating companies’ continued membership in MISO.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

A delay or failure in recovering amounts for storm restoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy’s and its Utility operating companies’ results of operations, liquidity, and financial condition can be materially affected by the destructive effects of severe weather.  Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages.  A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

Nuclear Operating, Shutdown and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy)

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be successful, and lower capacity factors could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy, and Entergy Wholesale Commodities.  Nuclear plant operations involve substantial fixed operating costs.  Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors.factors, consistent with safety requirements. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs.  For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations.  Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power.  Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk, capped through the use of risk management products.risk.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners periodically shut down their nuclear power plants to replenish fuel.  Plant maintenance and upgrades are often scheduled during such refueling outages.  If refueling outages last longer than anticipated or if unplanned outages arise, Entergy’s and their results of operations, financial condition, and liquidity could be materially affected.

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Outages at nuclear power plants to replenish fuel require the plant to be “turned off.”  Refueling outages generally are planned to occur once every 18 to 24 months and average approximately 30 days in duration.  Plant maintenance and upgrades are often scheduled during such planned outages.outages, which often extends the planned outage duration.  When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may

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increase.  Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment, and fabrication), and the risk of being unable to effectively manage these. These risks by purchasing from a diversified mix of sellers located in a diversified mix of countries could materially affect Entergy’s and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy’s nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through most of 20172019 and beyond.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the Palisades, Pilgrim, Indian Point 2 and Indian Point 3 plants andover the planned sale of the FitzPatrick plantnext three years. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners and enrichers.miners. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. Entergy also may draw upon its own inventory intended for later generation periods, depending upon its risk management strategy at that time. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past.past, and may be subject to increased volatility due to the imposition of tariffs or shifting trade arrangements between countries.  Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price increaseschanges could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.  The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations, suspend, not renew, or revoke their licenses, or increase oversight of their nuclear plants, which could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants.  The NRC may modify, suspend, not renew, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, related regulations, or the terms of the licenses for nuclear facilities. Interested parties may also intervene which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require

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a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy.  A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance,

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and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification. For additional information concerning the current classification of the plants owned by Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see ENTERGY’S BUSINESS - Regulation of Entergy’s Business - Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by one of these companies, as well as those owned by others, may lead to a change in laws or regulations or the terms of the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties.  As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially affect the financial condition, results of operations, and liquidity of Entergy, certain of the Utility operating companies, System Energy, or Entergy Wholesale Commodities. For example, the earthquake of March 11, 2011 that affected the Fukushima Daiichi nuclear plants in Japan resulted in the NRC issuing various orders requiring U.S. nuclear operators, including Entergy, to undertake plant modifications or perform additional analyses that, among other things, have resulted in increased capital and operating costs associated with operating Entergy’s nuclear plants, some of which have been material.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially affect Entergy’s and  their results of operations, financial condition, and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s.  Older equipment may require more capital expenditures to keep each of these nuclear power plants operating safely and efficiently.  This equipment is also likely to require periodic upgrading and improvement.  Any unexpected failure, including failure associated with breakdowns, forced outages, or any unanticipated capital expenditures, could result in increased costs, some of which costs may not be fully recoverable by the Utility operating companies and System Energy in regulatory proceedings.proceedings should there be a determination of imprudence.  Operations at any of the nuclear generating units owned and operated by Entergy’s subsidiaries could degrade to the point where the affected unit needs to be shut down or operated at less than full capacity.  If this were to happen, identifying and correcting the causes may require significant time and expense.  A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity.  For the Utility operating companies and System Energy, this could result in certain costs being stranded and potentially not fully recoverable in regulatory proceedings. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. In addition, the operation and maintenance of Entergy’s nuclear facilities require the commitment of substantial human resources that can result in increased costs.

The nuclear industry continues to address susceptibility to the effects of stress corrosion cracking ofand other corrosion mechanisms on certain materials within plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy’s nuclear power plants that may need to be replaced or refurbished.refurbished, and in some cases, parts are no longer available and have to be reverse-engineered for replacement.  In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.


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The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel disposal facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs on a periodic basis for the on-site storage of spent nuclear fuel.  The approval of a license for a national repository for the disposal of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs associated with on-site storage of spent nuclear fuel.  For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the NRC licensing of the Yucca Mountain repository is effectively at a standstill. These actions may prolongare prolonging the time before spent fuel is removed from Entergy’s plant sites.  Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach.  Furthermore, Entergy is uncertain as to when the DOE plans towill commence acceptance of spent fuel from its facilities for storage or disposal.  As a result, continuing future expenditures will be required to increase spent fuel storage capacity at the companies’ nuclear sites and maintenance costs on existing storage facilities, including aging management of fuel storage casks, may increase.  The costs of on-site storage are also affected by regulatory requirements for such storage.  In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the ability to fully decommission the nuclear units and the costs relating to decommissioning.  For further information regarding spent fuel storage, see the “Critical Accounting EstimatesNuclear Decommissioning CostsSpent Fuel Disposal” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 8 to the financial statements.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material effect on Entergy’s and their results of operations, financial condition, or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere.  The Price-Anderson Act limits each reactor owner’s public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool, ofwhich is referred to as Secondary Financial Protection, up to approximately $127.3$137.6 million per reactor.   With 10299 reactors currently participating, this translates to a total public liability cap of approximately $13$14 billion per incident.  The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors.  As required by the Price-Anderson Act, the Utility operating companies, System Energy, and Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers, (whichwhich is $450 million for each operating site as of January 1, 2017).site.  Claims for any nuclear incident exceeding that amount are covered under the retrospective premiums paid into the secondary insurance pool.Secondary Financial Protection.  As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the primary insurance coverage, each owner of a nuclear plant reactor, including Entergy’s Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary insurance level, up to a maximum of approximately $127.3$137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.273$1.238 billion).  The retrospective premium payment is currently limited to approximately $19$21 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $127.3$137.6 million cap.

NEIL is a utility industry mutual insurance company, owned by its members.members, including the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities plants. All member plants could be subject to an annual assessment (retrospective premium of up to 10 times current annual premium for all policies) should the NEIL surplus (reserve) be significantly depleted due to insured losses.  As of December 31, 2016,2018, the maximum annual assessment amounts total $135.2$118 million for the Utility plants and $127.4 million for the Entergy Wholesale Commodities plants.  Retrospective premium insurance available through NEIL’s reinsurance treaty can cover the

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available through NEIL’s reinsurance treaty can cover the potential assessments and the Entergy Wholesale Commodities plants currently maintain the retrospective premium insurance to cover those potential assessments.

As an owner of nuclear power plants, Entergy participates in industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event.  Any resulting liability from a nuclear accident may exceed the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition, or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

MarketThe decommissioning trust fund assets for the nuclear power plants owned by the Utility operating companies, System Energy and the Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if market performance and other changes may decrease the value of assets in the decommissioning trusts, if one or more of Entergy’s nuclear power plants is retired earlier than the anticipated shutdown date, if the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require significant additional funding.

Owners of nuclear generating plants have an obligation to decommission those plants.  Certain of the Utility operating companies, System Energy, and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose.  Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies.  Those rate collections, as adjusted from time to time by rate regulators, are generally based upon operating license lives and trust fund balances as well as estimated trust fund earnings and decommissioning costs.  In connection with the acquisition of certain nuclear plants, the Entergy Wholesale Commodities plant owners also acquired decommissioning trust funds that are funded in accordance with NRC regulations.  Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds.  As part

Under NRC regulations, nuclear plant owners are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount that will be available in each nuclear power plant’s decommissioning trusts combined with any other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the Pilgrim, Indian Point 1 and Indian Point 2, Vermont Yankee, and Palisades/Big Rock Point purchases,subsequent decommissioning process, or the former owners transferredanticipated actual completion of decommissioning trust funds, along withif a site-specific estimate is used. If the liability to decommission the plants, to the respective Entergy Wholesale Commodities nuclear power plant owners.  In addition, the former ownerprojected amount of Indian Point 3 and FitzPatrick retained theeach individual plant’s decommissioning trusts and related liabilityexceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs required to decommission these nuclear power plants, but hador funding is otherwise inadequate, or if the rightformula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources or commitments would be required.  Furthermore, depending upon the respective Entergy Wholesale Commodities nuclear plant owners to assume the decommissioning liability provided that it assigned the fundslevel of funding available in the corresponding decommissioning trust upfunds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a specified level, to such owners.  Alternatively, the former owner could have contracted with Entergy Nuclear, Inc.plan for the decommissioning work at a price equalprovision of separate funding for spent fuel management costs.  In addition to the funds in the corresponding decommissioning trust up to a specified amount. A request was made to the NRC requirements, there are other decommissioning-related obligations for permission to transfer the Indian Point 3 and FitzPatrick decommissioning trusts to Entergy Nuclear Operations, Inc., which was received in January 2017. The decommissioning trusts and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants were transferred to Entergy Nuclear Operations, Inc. by the former owner in January 2017. As partcertain of the Indian Point 1 and Indian Point 2 purchase, the Entergy Wholesale Commodities nuclear power plant ownerplants, which management believes it will be able to satisfy.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also funded an additional $25 million to a supplemental decommissioning trust fund.  As partincrease the funding requirements of, or accelerate the timing for funding of, the Palisades transaction,obligations related to the decommissioning of the Utility operating companies, System Energy, or Entergy Wholesale Commodities business assumed responsibility for spent fuel atnuclear power plants or may restrict the decommissioned Big Rock Point nuclear plant, which is located near Charlevoix, Michigan.  Once the spent fuel is removeddecommissioning-related costs that can be paid from the site, the Entergy Wholesale Commodities business will dismantle the spent fuel storage facilitydecommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and complete site decommissioning. Entergy is providing $5 million in credit support to provide financial assurance to the NRC for this obligation.condition could be materially affected.

An early plant shutdown (either generally or relative to current expectations), poor investment results or higher than anticipated decommissioning costs (including as a result of changing regulatory requirements) could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Entergy Wholesale Commodities nuclear plant owners may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates– Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

Utility operating

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companies, System Energy or the Entergy Wholesale Commodities nuclear plant owners may be required to provide significant additional funds or credit support to satisfy regulatory requirements for decommissioning, which, with respect to the Utility operating companies, may not be recoverable from customers in a timely fashion or at all.

For further information regarding nuclear decommissioning costs, management’s decision to exit the merchant power business, the impairment charges that resulted from such decision, and the planned sales of Pilgrim and Palisades (which will include the transfer of each entity’s decommissioning trust), see the “Critical Accounting Estimates- Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy, the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, and Notes 9 and 14 to the financial statements.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants.  Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s, and owners of Entergy Wholesale Commodities nuclear power plants.  Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates – Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation and decommissioning of Entergy’s nuclear power plants.

New and existing concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northeasternnorthern United States, which is where most of the current fleet of Entergy Wholesale Commodities nuclear power plants is located.  These concerns have led to, and are expected tomay continue to lead to, various proposals to Federal regulators and governing bodies in some localities where Entergy’s subsidiaries own nuclear generating units for legislative and regulatory changes that couldmight lead to the shutdown of nuclear units, denial of license renewal applications,additional requirements or restrictions on nuclear units as a result of unavailability of sites forrelated to spent nuclear fuel on-site storage and eventual disposal, or other adverse effects on owning, operating and decommissioning nuclear generating units.  Entergy vigorously responds to these concerns and proposals.  If any of the existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material effect on Entergy’s results of operations, financial condition, and liquidity.

(Entergy Corporation)

A failure to obtain renewed licenses or other approvals required for the continued operation of the Entergy Wholesale Commodities’ Indian Point nuclear power plants could have a material effect on Entergy’s results of operations, financial condition, and liquidity and could lead to an increase in depreciation rates or an acceleration of the timing for the funding of decommissioning obligations.

The license renewal and related processes for the Entergy Wholesale Commodities’ Indian Point nuclear power plants have been and may continue to be the subject of significant public debate and regulatory and legislative review and scrutiny at the federal and, in certain cases, state level.  The original expiration date of the operating license for Indian Point 2 was September 2013 and the original expiration date of the operating license for Indian Point 3 was December 2015.  Because these plants filed timely license renewal applications, the NRC’s rules provide that these plants may continue to operate under their existing operating licenses until their renewal applications have been finally determined.  Various parties have expressed opposition to renewal of these licenses.  Renewal of the Indian Point licenses is the subject of ongoing proceedings before the Atomic Safety and Licensing Board (ASLB) of the NRC and, with respect to issues resolved by the ASLB, before the NRC on appeal.

The New York State Department of Environmental Conservation has taken the position that Indian Point 2 and Indian Point 3 must obtain a new state-issued Clean Water Act Section 401 water quality certification as part of the license renewal process.  In addition, before the NRC may issue renewed operating licenses it must resolve its obligation to address the requirements of the Coastal Zone Management Act (CZMA). For further information regarding these environmental regulations see the “Regulation of Entergy’s Business - Environmental Regulation - Clean Water Act” section in Part I, Item 1. For additional discussion of the 401 and CZMA proceedings related to Indian Point license renewal, see the “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis. In January 2017, Entergy

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announced that it plans to shut down Indian Point 2 in 2020 and Indian Point 3 in 2021. The early and orderly shutdown is part of a settlement under which New York State has agreed to drop legal challenges and support renewal of the operating licenses for Indian Point. For additional discussion of the settlement agreement with New York, see the “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

If the NRC finally denies the applications for the renewal of operating licenses for the Indian Point nuclear power plants, or if Indian Point fails to obtain other approvals, Entergy’s results of operations, financial condition, and liquidity could be materially affected by loss of revenue and cash flow associated with the plant or plants until the proposed shutdown date, potential impairments of the carrying value of the plants, increased depreciation rates, and an accelerated need for decommissioning funds, which could require additional funding. In addition, Entergy may incur increased operating costs depending on any conditions that may be imposed in connection with license renewal.  For further discussion regarding the license renewal processes for the Indian Point nuclear power plants, see the “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

The decommissioning trust fund assets for the nuclear power plants owned by Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if one or more of their nuclear power plants is retired earlier than the anticipated shutdown date, the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require additional funding.

Under NRC regulations, Entergy Wholesale Commodities’ nuclear subsidiaries are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount in each of the Entergy Wholesale Commodities nuclear power plant’s decommissioning trusts combined with other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process, or the anticipated actual completion of decommissioning if a site-specific estimate is used, for each of these nuclear power plants.  As a result, if the projected amount of individual plants’ decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs the applicable Entergy subsidiaries would be required to incur to decommission these nuclear power plants, or funding is otherwise inadequate, or if the formula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources would be required.  Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a plan for the provision of separate funding for spent fuel management costs.  In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

Entergy Wholesale Commodities subsidiaries have announced plans to sell the FitzPatrick nuclear power plant and shut down the Pilgrim, Palisades, Indian Point 2 and Indian Point 3 nuclear power plants earlier than the respective license expiration date of the plants (or the license expiration date assuming 20 year renewed licenses for Indian Point 2 and Indian Point 3). As discussed previously, the former owner of Indian Point 3 and FitzPatrick retained the decommissioning trusts and related liability to decommission these plants, but had the right to require the respective Entergy Wholesale Commodities nuclear plant owners to assume the decommissioning liability provided that it assigned the funds in the corresponding decommissioning trust, up to a specified level, to such owners.  Alternatively, the former owner could have contracted with Entergy Nuclear, Inc. for the decommissioning work at a price equal to the funds in the corresponding decommissioning trust up to a specified amount.  A request was made to the NRC for permission to transfer the Indian Point 3 and FitzPatrick decommissioning trusts to Entergy Nuclear Operations, Inc., which was received in January 2017. The decommissioning trusts and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants were transferred to Entergy Nuclear Operations, Inc. by the former owner in January 2017. As part of the Indian Point 1 and Indian Point 2 purchase, the Entergy Wholesale Commodities nuclear power plant owner also funded an additional $25 million to a supplemental decommissioning trust fund.  If decommissioning of these

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plants were conducted without the full benefit of a safe storage period, or if funding is otherwise inadequate for an earlier decommissioning, the applicable Entergy subsidiary may be unable to rely upon only the decommissioning trust to fund the entire decommissioning obligation, which would require it to obtain funding from other sources.

Vermont Yankee submitted notification of permanent cessation of operations and permanent removal of fuel from the reactor in January 2015 after final shutdown in December 2014.  The Post Shutdown Decommissioning Activities Report for Vermont Yankee, including a site specific cost estimate, was submitted to the NRC in December 2014.  Vermont Yankee’s future certifications to satisfy the NRC’s financial assurance requirements will now be based on the site specific cost estimate, including the estimated cost of managing spent fuel, rather than the NRC minimum formula for estimating decommissioning costs.  Entergy expects that amounts available in Vermont Yankee’s decommissioning trust fund, including expected earnings, together with the credit facilities entered into in January 2015 that are expected to be repaid with recoveries from DOE litigation related to spent fuel storage, will be sufficient to cover expected costs of decommissioning, spent fuel management costs, and site restoration. Future NRC filings will determine whether any other financial assurance may be required, including additional funding for spent fuel management, which will be required until the federal government takes possession of the fuel and removes it from the site, per its current obligation. In June 2015 the NRC granted an exemption allowing use of Vermont Yankee’s decommissioning trust funds for operational spent fuel management activities at that site. In August 2015, Vermont and two Vermont utilities filed a petition in the U.S. Court of Appeals for the D.C. Circuit challenging the NRC’s issuance of that exemption. In February 2016 the court dismissed the petition as premature because Vermont and the utilities had requested the NRC to reconsider a number of issues related to Vermont Yankee's use of the decommissioning trust fund including use to pay for spent fuel management expenses pursuant to the exemption granted in June 2015. In October 2016 the NRC denied Vermont's and the utilities' request for a hearing and other relief, including their challenge to the propriety of the exemption’s issuance, but directed the NRC staff to conduct an assessment of any environmental impacts associated with the exemption. In November 2016, Entergy announced that it has entered into a purchase and sale agreement with NorthStar Group Services, Inc. to sell to a NorthStar subsidiary 100% of the membership interests in Entergy Nuclear Vermont Yankee, the owner of the Vermont Yankee plant. The sale of Entergy Nuclear Vermont Yankee to NorthStar will include the transfer of Entergy Nuclear Vermont Yankee’s nuclear decommissioning trust and its obligations for spent fuel management and decommissioning and is subject to regulatory approvals and other closing conditions. See the “Entergy Wholesale Commodities Exit from the Merchant Power Business - Shutdown and Planned Sale of Vermont Yankee” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and Note 14 to the financial statements for further information about the agreement to sell Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of Entergy Wholesale Commodities nuclear power plants or may restrict the decommissioning-related costs that can be paid from the decommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized rate of return on their capital investments in non-utility businesses.  In particular,As a result, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.  As of December 31, 2016,2018, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 87%98% in 2017, 56%2019, 94% in 2018,2020, 91% in 2021, and 5%66% in 20192022 of its generation portfolio’s planned energy output, reflecting the planned shutdown or sale of the Entergy Wholesale Commodities nuclear power plants by 2021.mid-2022.


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Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix.  The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not operating, the seller generally is not liable for damages.  For some unit-contingent obligations, however, there is also a guarantee of availability that provides for the payment to the power purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

Market prices may fluctuate substantially, sometimes over relatively short periods of time, and at other times experience sustained increases or decreases.  Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply.  During periods of over-supply, prices might be depressed.  Also, from time to time there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region. These conditions were primary factors leading to Entergy’s decision to shut down (or sell) Entergy Wholesale Commodities’ nuclear power plants before the end of their operating licenses (or requested operating licenses for Indian Point 2 and Indian Point 3).

The price that different counterparties offer for various products including forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements, and the number of available counterparties interested in contracting for the desired forward period.  Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities’ contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition, or liquidity.  New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Market and Credit Risk Sensitive Instruments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.  Since Entergy Wholesale Commodities has announced the closure (or sale) of its nuclear plants, Entergy Wholesale Commodities may enter into fewer forward sales contracts for output from such plants.

Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy’s control to a significant degree, are:

prevailing market prices for natural gas, uranium (and its conversion, enrichment, and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;
seasonality and realized weather deviations compared to normalized weather forecasts;
availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;
changes in production and storage levels of natural gas, lignite, coal and crude oil, and refined products;
liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;
the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;
electricity transmission, competing generation or fuel transportation constraints, inoperability, or inefficiencies;

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the general demand for electricity, which may be significantly affected by national and regional economic conditions;
weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;
the rate of growth in demand for electricity as a result of population changes, regional economic conditions, and the implementation of conservation programs or distributed generation;
regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities customers to enter into long-term contracts generally, and contracts for energy in particular;
increases in supplies due to actions of current Entergy Wholesale Commodities competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities, and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;
union and labor relations;
changes in Federal and state energy and environmental laws and regulations and other initiatives, such as the Regional Greenhouse Gas Initiative, including but not limited to, the price impacts of proposed emission controls;
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and
natural disasters, terrorist actions, wars, embargoes, and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive regulation under federal, state, and local laws and regulation.laws. Compliance with the requirements under these various regulatory regimes may cause the Entergy Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity.  Each of the owners of the Entergy Wholesale Commodities nuclear power plants that generates electricity, as well as Entergy Nuclear Power Marketing, LLC, is a “public utility” under the Federal Power Act by virtue of making wholesale sales of electric energy and/or owning wholesale electric transmission facilities.  The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates.  The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions.  In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation.  If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules.  This could have an adverse effect on the rates the Entergy Wholesale Commodities business charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules imposed by the existing Independent System Operators.  The Independent System Operators that oversee most of the wholesale power markets may impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets.  These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale

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Commodities business’ generation facilities that sell energy and capacity into the wholesale power markets. Further, the New York Independent System Operator could determine that the timing of the shutdown of the Indian Point units could be inconsistent with its market power rules, and impose certain penalties that could affect Entergy Wholesale Commodities. For further information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

The regulatory environment applicable to the electric power industry is subject to changes as a result of restructuring initiatives at both the state and federal levels. Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business.  In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, and have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost of operating nuclear power plants, as well asand have made proposals to re-regulate the markets, impose a generation tax, or require divestitures by generating companies to reduce their market share.  Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models.  If competitive restructuring of the electric power markets is reversed, modified, discontinued, or delayed, the Entergy Wholesale Commodities business’ results of operations, financial condition, and liquidity could be materially affected.

The power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material effect on Entergy’s results of operations, financial condition or liquidity.

Entergy reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from the operations of such assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets.  In particular, the assets of the Entergy Wholesale Commodities business are subject to further impairment in connection with the closure or sale of the plants discussed below.its nuclear power plants. Moreover, prior to the closure or sale of these plants, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows, a reduction in the expected remaining useful life of a unit, (including if the operating licenses for the Indian Point power plants are not renewed by the NRC), or a decline in observable industry market multiples could all result in potential additional impairment charges for the affected assets.

On August 27, 2013, Entergy announced its plan to close and decommission Vermont Yankee.  Vermont Yankee ceased power production in the fourth quarter 2014 at the end of a fuel cycle.  This decision was approved by the Board in August 2013, and resulted in the recognition of impairment charges in 2013 and 2014. In October 2015, Entergy determined that it will close the Pilgrim and FitzPatrick plants. The Pilgrim plant will cease operations no later than June 1, 2019. FitzPatrick was expected to shut down at the end of its current fuel cycle, planned for January 27, 2017, but in August 2016, Entergy entered into an agreement to sell the FitzPatrick plant to Exelon Generation Company, LLC which will continue to operate the plant. During the third quarter 2015, Entergy recorded impairment and other related charges to write down the carrying values of the FitzPatrick and Pilgrim plants and related assets to their fair values. In addition, in the fourth quarter 2015, Entergy recorded impairment and other related charges to write down the carrying value of the Palisades plant and related assets to their fair value. In December 2016, Entergy reached an agreement with Consumers Energy to terminate the PPA for the Palisades plant in 2018. If the agreement receives regulatory approval, Palisades will shut down in 2018. In January 2017, Entergy announced that it reached a settlement with New York State and plans to close the Indian Point 2 plant in 2020 and the Indian Point 3 plant in 2021. As a result, in the fourth quarter of 2016, Entergy recorded impairment and other related charges to write down the carrying values of the Palisades and Indian Point 2 and Indian Point 3 plants and related assets to their fair value. In addition to the impairments and other related charges, Entergy has incurred severance and employee retention costs and expects to incur additional charges through 2021 relating to the decisions to shut down Vermont Yankee, Palisades, Pilgrim, Indian Point 2 and Indian Point 3, and the decision to sell FitzPatrick.

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If Entergy concludes that any of its nuclear power plants is unlikely to operate through its current useful life,planned shutdown date, which conclusion would be based on a variety of factors, such a conclusion could result in a further impairment of part or all of the carrying value of the plant.  Any impairment charge taken by Entergy with respect to its long-lived assets, including the power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Impairment of Long-lived Assets and Trust Fund Investments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and for further discussion of the impairment charges, see Note 14 to the financial statements.


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General Business

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices.  Disruptions in the capital and credit markets may adversely affect Entergy’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

Entergy’s business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms.  At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies and Entergy Wholesale Commodities.  In addition, Entergy’s and the Utility operating companies’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac in 2012.  The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, higher than expected pension contributions, an acceleration of payments or decreased credit lines, less cash flow from operations than expected, changes in regulation or governmental policy (including tax and trade policy), or other unknown events, such as future storms, could cause the financing needs of Entergy and its subsidiaries to increase.  In addition, accessing the debt capital markets more frequently in these situations may result in an increase in leverage.  Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries’ ability to maintain and to expand their businesses.  Events beyond Entergy’s control such as the volatility and disruption in global capital and credit markets in 2008 and 2009, may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities.  Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come up for renewal.  Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities.  If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation’s ability to sustain its current common stock dividend level.


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(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

A downgrade in Entergy Corporations or its subsidiariescredit ratings could negatively affect Entergy Corporations and its subsidiariesability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments, or repay certain indebtedness.

There are a number of factors that rating agencies evaluate to arrive at credit ratings for each of Entergy Corporation and the Registrant Subsidiaries, including each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and financial strength and liquidity.  If one or more rating agencies downgrade Entergy Corporation’s, any of the Utility operating companies’, or System Energy’s ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases, and other agreements.


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Most of Entergy Corporation’s and its subsidiaries’ large customers, suppliers, and counterparties require sufficient creditworthiness to enter into transactions.  If Entergy Corporation’s or its subsidiaries’ ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas, and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. At December 31, 2016,2018, based on power prices at that time, Entergy had liquidity exposure of $128$126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $8$52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2016,2018, Entergy would have been required to provide approximately $57$69 million of additional cash or letters of credit under some of the agreements. In the event of a decrease in the credit ratings of Entergy’s Utility operating companies to below investment grade, those companies collectively could be required to provide up to $50 million of additional cash or letters of credit to MISO. As of December 31, 2016,2018, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously receivedposted collateral from counterparties, would increase by $238$310 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

Recent U.S. tax legislation may materially adversely affect Entergy’s financial condition, results of operations, and cash flows.

The recently enacted Tax Cuts and Jobs Act of 2017 significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, and altering the expensing of capital expenditures. The legislation and interpretive guidance from the IRS are unclear in certain respects and will require further interpretations and implementing regulations by the IRS, as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

As further described in Note 3 to the financial statements, Entergy recorded a reduction of certain of its net deferred income tax assets (including the value of its net operating loss carryforwards) and regulatory liabilities, resulting in a charge against earnings in the fourth quarter 2017 of $526 million, including a $34 million net-of-tax reduction of regulatory liabilities, and Entergy and the Utility operating companies recorded a reduction of approximately $3.7 billion on a consolidated basis in certain of its net deferred tax liabilities and a corresponding increase in net regulatory liabilities. As a result of amortization of accumulated deferred income taxes and payment of such amounts to customers in 2018, Entergy’s net regulatory liability for income taxes balance is $2.1 billion as of December 31, 2018. Depending on the outcome of IRS examinations or tax positions and elections that Entergy may make, Entergy and the Registrant Subsidiaries may be required to record additional charges or credits to income tax expense. Further, there may be other material effects resulting from the legislation that have not been identified.

Entergy believes that interpretations and implementing regulations by the IRS, as well as potential amendments and technical corrections, could result in lessening the impacts of certain aspects of this legislation. If Entergy is unable to successfully pursue avenues to manage the effects of the new tax legislation, or if additional interpretations, regulations, amendments, or technical corrections exacerbate the effects of the legislation, the legislation could have a material effect on Entergy’s results of operations, financial condition, and cash flows.

For further information regarding the effects of the Act, see the “Income Tax Legislation” section of Management’s Financial Discussion and Analysis for Entergy. Also, Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.


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Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.

Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. In particular, as discussed in the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, in August 2016, Entergy entered into an agreement to sell the FitzPatrick plant to Exelon Generation Company, LLC. Further, in November 2016,For example, Entergy announced that on July 30, 2018, it has entered into a purchase and sale agreementagreements with NorthStar for the sale ofHoltec International to sell to a Holtec subsidiary (i) 100% of the membershipequity interests in Entergy Nuclear Vermont Yankee, which ownsGeneration Company, the Vermont Yankee plant.owner of the Pilgrim Nuclear Power Station, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of the Palisades Nuclear Power Plant and the Big Rock Point Site. In addition, as part of Entergy’s plan to exit the merchant power business, it plans to shut down its remaining merchant nuclear power plants by 2021.mid-2022. Last, as further described in the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy, a significant portion of Entergy’s utility business over the next several years includes the construction and /or purchase of a variety of generating units. These transactions and plans are or may become subject to regulatory approval and other material conditions or contingencies. The failure to complete these transactions or plans or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, these transactions, and any completed or future strategic transactions, involve substantial risks, including the following:


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the disposition of a business or asset may involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities, or other current or contingent financial obligations;
Entergy may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner when it decides to sell an asset or a business, which could delay the accomplishment of its strategic objectives. Alternatively, Entergy may dispose of a business or asset at a price or on terms that are less than what it had anticipated, or with the exclusion of assets that must be divested or run off separately;
the disposition of a business could result in impairments and related write-offs of the carrying values of the relevant assets;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
Entergy and/or its subsidiaries may assume liabilities that were not disclosed to them, that exceed their estimates, or for which their rights to indemnification from the seller are limited;
the disposition of a business, including Entergy’s planned exit from the merchant power business, could divert management’s attention from other business concerns;
Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable

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to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and
Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

Entergy may not be successful in managing these or any other significant risks that it may encounter in acquiring or divesting a business, or engaging in other strategic transactions, which could have a material adverse effect on its business.

The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially affected.

Entergy’s and the Utility operating companies’ ability to complete construction of power generation facilities, or make other capital improvements, in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  These variables include, but are not limited to, project management expertise and escalating costs for materials, labor, and environmental compliance.  Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs,  downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale Commodities business may occur that may materially affect the schedule, cost, and performance of these projects.  If these projects or other capital improvements are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project.  In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost.

For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction and/or purchase of additional generation supply sources within the Utility operating companies’ service territory, and as to the Entergy Wholesale Commodities business, see the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.


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The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs to fulfill their obligations related to environmental and other matters.

The businesses in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business operate are subject to extensive environmental regulation by local, state, and federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business conduct their operations and make capital expenditures.  These laws and regulations also affect how the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business manage air emissions, discharges to water, wetlands impacts, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, certain migratory birds and eagles, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting and enforcement discretion vested in the implementing agencies.  Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures.  Violations of these requirements can subject the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable

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permits or standards.  In addition, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances have been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions from generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, or are revised or withdrawn by the EPA, sometimes resulting in large-scale changes to anticipated regulatory regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes.  Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues are discussed below.

Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain, or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs.  For further information regarding environmental regulation and environmental matters, see the “Regulation of Entergys Business – Environmental Regulation” section of Part I, Item 1.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy’s business is subject to extensive and mandatory reliability standards.  Such standards, which are established by the North American Electric Reliability Corporation (NERC), the SERC Reliability Corporation (SERC), and other regional enforcement entities, are approved by the FERC and frequently are reviewed, amended, and supplemented.  Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards.  The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies.  In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets.  In addition, the retail regulators of the Utility operating companies may seek to impose standards governing the reliable operation of the Utility operating companies’ distribution systems, including penalties if these standards are not met. The changes to the

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reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities.Commodities businesses.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

The effects of weather andWeather, economic conditions, technological developments, and the relatedother factors may have a material impact on electricity and gas usage mayand otherwise materially affect the Utility operating companiesresults of operations.

Temperatures above normal levels in the summer tend to increase electric cooling demand and revenues, and temperatures below normal levels in the winter tend to increase electric and gas heating demand and revenues.  As a corollary, moderate temperatures in either season tend to decrease usage of energy and resulting revenues.  Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters.  Extreme weather conditions or storms,  however, may stress the Utility operating companies’ generation facilities and transmission and distribution

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systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction.  These extreme conditions could have a material effect on the Utility operating companies’ financial condition, results of operations, and liquidity.

Entergy’s electricity sales volumes are affected by a number of factors, including economic conditions, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, new technologies and self generationself-generation alternatives, including the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting effect on Entergy’s operating results.  Others, such as the increasing adoption of energy efficient appliances, new building codes, distributed energy resources, energy storage, demand side management and new technologies such as rooftop solar are having a more permanent effect of reducing sales growth rates from historical norms. Distributed generation has not hadAs a substantive impact on Entergy’s electricity sales yet, butresult of these emerging efficiencies and technologies, the Utility operating companies may lose customers or experience lower usage per customer in the residential and commercial classes, and further advances have the potential to do solimit sales growth in the future. ElectricityThe Utility operating companies also may face competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies. In addition, electricity sales to industrial customers, in particular, benefit from steady economic growth and favorable commodity prices andprices; however, they are also sensitive to changes in conditions in the markets in which its customers operate.  Any negative change in any of these or other factors has the potential to result in slower sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase renewable energy requirements or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.  For example, in response to the United States Supreme Court’s 2007 decision holding that the EPA has authority to regulate emissions of CO2CO2 and other “greenhouse gases” under the Clean Air Act, the EPA, various environmental interest groups, and other organizations are focusingfocused considerable attention on CO2CO2 emissions from power generation facilities and their potential role in climate change.  In 2010, the EPA promulgated its first regulations controlling greenhouse gas emissions from certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units.  During 2012 and 2014, the EPA proposed CO2CO2 emission standards for new and existing sources;sources. The EPA finalized these standards in 2015.2015; however, in subsequent years the EPA has proposed to repeal and replace certain of those regulations. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative (RGGI) establishes a cap on CO2CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2CO2 emissions, and a similar program has been developed in California. The impact that recentcontinued changes in the federal governmentgovernmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions is currently unclear.

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Developing and implementing plans for compliance with greenhouse gas emissions reduction or renewable energy requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects; moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.  These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.  To

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the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might deny or defer timely recovery of these costs.  Future changes in environmental regulation governing the emission of CO2CO2 and other greenhouse gases or mix of generation sources could make some of Entergy’s electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries.  In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.  These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.  Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.  A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by wetland and barrier island erosion,the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, and lower customer satisfaction.  Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.  Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.  Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.  Two of Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.  Accordingly, water availability and quality are critical to Entergy’s business operations.  Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.  Entergy also obtains and operates in substantial compliance with water discharge permits issued under

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various provisions of the Clean Water Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater aquifer volumes, and similar conditions.  The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.


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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially affect Entergy’s and its subsidiaries’ results of operations, financial condition, and liquidity.

To manage near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, coal, refined products, and other commodities, within established risk management guidelines.  As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.  However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time.  In addition, Entergy also elects to leave certain volumes during certain years unhedged.  To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy’s and its subsidiaries’ results of operations and financial position.

Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities.  As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations, or financial position.

Entergy’s over-the-counter financial derivatives are subject to rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Entergy cannot predict the impact any proposed or not fully-implemented final rules will have on its ability to hedge its commodity price risk or on over-the-counter derivatives markets as a whole, but such rules and regulations could have a material effect on Entergy's risk exposure, as well as reduce market liquidity and further increase the cost of hedging activities.

Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities.  Reductions in Entergy’s or its subsidiaries’ credit quality or changes in the market prices of energy commodities could increase the cash or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy’s or its subsidiaries’ liquidity and financial position.

The Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations.  Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Entergy or its subsidiaries.  If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, which credit support may not always be adequate to cover the related obligations.  In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.  In addition, the credit commitments of Entergy’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources.


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The Wall Street Transparency and Accountability Act of 2010 and rules and regulations promulgated under the act may adversely affect the ability of the Utility operating companies and the Entergy Wholesale Commodities business to utilize certain commodity derivatives for hedging and mitigating commercial risk.

The Wall Street Transparency and Accountability Act of 2010, which was enacted on July 21, 2010 as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act), and the rules and regulations promulgated under the act impose governmental regulation on the over-the-counter derivative market, including the commodity swaps used by the Utility operating companies and the Entergy Wholesale Commodities business to hedge and mitigate commercial risk.  Under the Act, certain swaps are subject to mandatory clearing and exchange trading requirements.  Swap dealers and major market participants in the swap market are subject to capital, margin, registration, reporting, recordkeeping, and business conduct requirements with respect to their swap activities.  Entergy is not a swap dealer or a major swap participant, and does not expect to qualify as either in the future. Non-swap dealers and non-major swap participants, such as Entergy, are subject to reporting, recordkeeping, and business conduct requirements (i.e., anti-manipulation, anti-disruptive trading practices, and whistleblower provisions) with respect to their swap activities. Position limits may also apply to certain swaps activities. Position limit rules promulgated by the Commodity Futures Trading Commission were vacated by the US District Court for the District of Columbia. The Commodity Futures Trading Commission has subsequently proposed new position limit rules. If the Commodity Futures Trading Commission’s issues final position limit rules, those rules may apply to certain of Entergy’s swaps activities.

The Act required the applicable regulators, which in the case of commodity swaps will be the Commodity Futures Trading Commission, to engage in substantial rulemaking in order to implement the provisions of the Act and such rulemaking has been largely completed.  Both the Utility operating companies and the Entergy Wholesale Commodities business currently utilize commodity swaps to hedge and mitigate commodity price risk.  It is not known whether the Act and regulations promulgated under the Act will have an adverse effect upon the market for the commodity swaps used by the Utility operating companies and the Entergy Wholesale Commodities business.  However, to the extent that the Act and regulations promulgated under the Act have the effect of increasing the price of such commodity swaps or limiting or reducing the availability of such commodity swaps, whether through the imposition of additional capital, margin, or compliance costs upon market participants, the imposition of position limits, or otherwise, the financial performance of the Utility operating companies and/or the Entergy Wholesale Commodities business may be adversely affected.  To the extent that the Utility operating companies and the Entergy Wholesale Commodities business may be required to post margin in connection with existing or future commodity swaps in addition to any margin currently posted by such entities, such entities may need to secure additional sources of capital to meet such liquidity needs or cease utilizing such commodity swaps.

Market performance and other changes may decrease the value of benefit plan assets, which then could require additional funding and result in increased benefit plan costs.


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The performance of the capital markets affects the values of the assets held in trust under Entergy’s pension and postretirement benefit plans.  A decline in the market value of the assets may increase the funding requirements relating to Entergy’s benefit plan liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs.  Volatility in the capital markets has affected the market value of these assets, which may affect Entergy’s planned levels of contributions in the future.  Additionally, changes in interest rates affect the liabilities under Entergy’s pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding and recognition of higher liability carrying costs.  The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations.  For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the “Critical Accounting Estimates – Qualified Pension and Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the financial statements.

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The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters.  The states in which the Utility operating companies operate, in particular Louisiana, Mississippi, and Texas, have proven to be unusually litigious environments.  Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases.  Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

Domestic or international terrorist attacks, including cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ or their suppliers’ technology systems may adversely affect Entergy’s results of operations.

As power generators and distributors,an operator of critical infrastructure, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism including physical and cyber attacks, eitherby domestic or foreign actors, whether as a direct act against one of Entergy’s generation, transmission or distribution facilities, transmissionor operations centers, or distribution infrastructure and information technology systems used to manage, monitor, and transport power to customers.customers and perform day-to-day business functions. In addition, Entergy has increased its use of and reliance on the Internet in connection with its initiatives, including smart-grid-related projects. The Internet is inherently vulnerable and subject to disability or failure due to malicious activity, viruses, and other types of security events that would heighten the risk of a cyber attack. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct its business. While malware was discovered on Entergy’s business network in 2018, and was remediated on a timely basis, it did not affect Entergy’s operational systems, generation plants (including nuclear), or transmission and distribution networks, nor did it have a material effect on Entergy’s business operations. Additionally, within Entergy’s industry, there have been attacks on energy infrastructure. Although it appears that the impact of such attacks on operations has been minimal to date, there may be more attacks in the future and the impact of such attacks may be significant. This risk may be enhanced by the efforts of cyber actors associated with governments that have carried out campaigns of cyber-enabled theft targeting global technology service providers and their customers. The Utility operating companies also face heightened risk of an act or threat by cyber criminals intent on accessing personal information for the purpose of committing identity theft.theft, taking company-sensitive data, or disrupting their ability to operate.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with mandatory and prescriptive reliability and security standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential existing and new threats that could lead to

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unauthorized access to or loss of availability toof critical systems essential to the reliable operation of Entergy’s electric system. Moreover, the functionality of Entergy’s technology systems depends on both its and third-party systems to which Entergy is connected directly or indirectly (such as systems belonging to suppliers, vendors and contractors, including cloud-service providers supporting business operations). While Entergy has processes in place to assess systems of certain of these suppliers, vendors and contractors, Entergy does not ultimately control the adequacy of their defenses against cyber and other attacks, but has implemented oversight measures to assess maturity and manage third-party risk. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.

If anyAny such attacks, failures or breaches were to occur,could have a material effect on Entergy’s and the Utility operating companies’ business, financial condition, and results of operations couldor reputation. Insurance may not be materially and adversely affected.adequate to cover losses that might arise in connection with these events. The risk of such attacks, failures, or breaches may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its nuclear power plantsgeneration, transmission, and distribution assets and other facilities, such as additional physical facility security and additional security personnel, and for systems to protect its information technology and network infrastructure systems. Such events may also expose Entergy to an increased risk of judgmentslitigation (and associated damages and fines.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.

Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity.  

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The Trump administration has included as part of its agenda a potential reform of U.S. tax laws, and House Republicans plan to advance their tax reform “blueprint.” Tax reform proposals call for, among other items, a reduction in the corporate federal income tax rate from the current 35% to as low as 15%, the immediate deduction of capital investment expenditures, and full or partial elimination of debt interest expense deductions. Further, for the Utility operating companies, regulators may impose rate reductions to provide the benefit of any income tax expense reductions to customers and refund “excess” deferred income taxes. For these reasons, Entergy, the Utility operating companies, and System Energy cannot predict the effect any potential changes may have on their future results of operations, cash flows, or financial position, and such changes could be significant.
For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.fines).

(Entergy New Orleans)

The effect of higher purchased gas cost charges to customers taking gas service may adversely affect Entergy New Orleans’s results of operations and liquidity.

Gas rates charged to retail gas customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy New Orleans, and distribution charges, which provide a return or profit to the utility.  Distribution charges are affected by the amount of gas sold to customers.  Purchased gas cost charges, which comprise most of a customer’s bill and may be adjusted monthly, represent gas commodity costs that Entergy New Orleans recovers from its customers.  Entergy New Orleans’s cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers occurs.  When purchased gas cost charges increase substantially reflecting higher gas procurement costs incurred by Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy New Orleans, which could adversely affect results of operations.

(System Energy)

System Energy owns and, through an affiliate, operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf.  Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy.  The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which expires in November 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.


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For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy (including the Capital Funds Agreement), see Notes 8 and 10 to the financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries.  Accordingly, all of its operations are conducted by its subsidiaries.  Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and to pay dividends on its common stock depends on the payment to it of dividends

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or distributions by its subsidiaries.  The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions.  Provisions in the articles of incorporation of certain of Entergy Corporation’s subsidiaries restrict the payment of cash dividends to Entergy Corporation.  For further information regarding dividend or distribution restrictions to Entergy Corporation, see Note 7 to the financial statements.


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ENTERGY ARKANSAS, INC.LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In November 2017, Entergy Arkansas filed an application with the APSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s filing. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

20162018 Compared to 20152017

Net income increased $92.9$112.9 million primarily due to higher net revenue anda lower other operation and maintenance expenses, partially offset by a higher effective income tax rate and higher depreciation and amortization expenses.

2015 Comparednet revenue, each after excluding the effect of the return of unprotected excess accumulated deferred income taxes to 2014

Netcustomers which is offset in income decreased $47.1 million primarily due totaxes, partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and lower other income.

2017 Compared to 2016

Net income decreased $27.4 million primarily due to higher nuclear refueling outage expenses, higher depreciation and amortization expenses, higher taxes other than income taxes, and higher interest expense, partially offset by higher net revenue.other income.


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Net Revenue

20162018 Compared to 20152017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,522.6
Return of unprotected excess accumulated deferred income taxes to customers(367.7)
Formula rate plan regulatory provision(35.1)
Retail electric price84.8
Volume/weather86.5
Other14.7
2018 net revenue
$1,305.8

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The formula rate plan regulatory provision is due to a provision recorded in the fourth quarter 2018 in connection with the 2019 formula rate plan filing that will be made in July 2019 associated with 2018. The provision is the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on common equity. See Note 2 to the financial statements for a discussion of the formula rate plan.
The retail electric price variance is primarily due to an increase in formula rate plan rates effective with the first billing cycle of January 2018 and an increase in the energy efficiency rider effective January 2018, each as approved by the APSC. See Note 2 to the financial statements for further discussion of the formula rate plan filing.
The volume/weather variance is primarily due to an increase of 1,637 GWh, or 8%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to a new customer in the primary metals industry and an increase in demand from mid-size to small customers.    
2017 Compared to 2016

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 20162017 to 2015.2016.

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 Amount
 (In Millions)
  
20152016 net revenue
$1,362.21,520.5
Retail electric price161.533.8
OtherOpportunity sales5.6
Asset retirement obligation(3.214.8)
2016Volume/weather(29.0)
Other6.5
2017 net revenue
$1,520.51,522.6

The retail electric price variance is primarily due to an increase in basethe implementation of formula rate plan rates as approved by the APSC. The new base rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. The increase includes an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the periodJanuary 2017 and an increase in base rates effective February 24, 2016, through March 31, 2016.each as approved by the APSC. A significant portion of the base rate increase iswas related to the purchase of Power Block 2 of the Union Power Station.Station in March 2016. The increase was partially offset by decreases in the energy efficiency rider, as approved by the APSC, effective April 2016 and January 2017. See Note 2 to the financial statements for further discussion of the rate case.case and formula rate plan filings. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.


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2015 Compared to 2014

NetThe opportunity sales variance results from the estimated 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 analysiseffect of the change in net revenue comparing 2015 to 2014.
Amount
(In Millions)
2014 net revenue
$1,335.9
Volume/weather12.7
Retail electric price9.4
Asset retirement obligation4.2
Net wholesale revenue(7.8)
Other7.8
2015 net revenue
$1,362.2

The volume/weather variance is primarily due to an increase of 110 GWh, or 1%, in billed electricity usage, including the effect of more favorable weather on residential2017 and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to increased demand by existing customers primarily2016 FERC orders in the petroleum refining and primary metals industries.opportunity sales proceeding attributable to wholesale customers. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2014 and July 2015.
The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and decommissioning trust fund earnings plus asset retirement obligation relatedobligation-related costs collected in revenue. The variance is primarily caused by an increasea decrease in regulatory credits because of an increase in accretion expense.decommissioning trust fund earnings, including portfolio rebalancing for the ANO 1 and ANO 2 decommissioning trust funds.

The net wholesale revenuevolume/weather variance is primarily due to lower prices.the effect of less favorable weather on residential and commercial sales during the billed and unbilled sales periods. The decrease was partially offset by an increase of 733 GWh, or 11%, in industrial usage primarily due to a new customer in the primary metals industry.

Other Income Statement Variances

20162018 Compared to 20152017

Other operation and maintenance expenses increased primarily due to:

an increase of $16 million in energy efficiency costs;
an increase of $10.4 million in fossil-fueled generation expenses primarily due to higher long-term service agreement costs and higher labor costs in 2018 as compared to 2017;
an increase of $4.4 million in information technology expenses primarily due to higher labor costs and higher contract costs; and
an increase of $4 million as a result of the amount of transmission costs allocated by MISO.

The increase was partially offset by higher nuclear insurance refunds of $6.5 million and the receipts of stator-related settlements of $6.2 million in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.


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Other income decreased primarily due to changes in decommissioning trust fund investment activity, including portfolio rebalancings for the decommissioning trust funds in 2018 and 2017.

2017 Compared to 2016

Nuclear refueling outage expenses increased primarily due to the amortization of higher costs associated with the most recent outages as compared to the previous outages.

Other operation and maintenance expenses decreasedincreased primarily due to:

a decrease of $21.6 million in compensation and benefits costs primarily due to a decrease in net periodic pension and other postretirement benefits costs as a result of an increasethe deferral in the discount rate used to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefits costs;
the deferralfirst quarter 2016 of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC as part of the 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement;
an increase of $9.5 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs and higher labor costs, including contract labor;
an increase of $5.9 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016; and
the effect of recording in July 2016 the final court decision in a lawsuit against the DOE related to spent nuclear fuel storage costs. The damages awarded included the reimbursement of $5.5 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for further discussion of Entergy Arkansas’s spent nuclear fuel litigation.

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The increase was partially offset by:

a decrease of $7.2 million in energy efficiency costs, including the effects of true-ups to the energy efficiency filings for fixed costs to be collected from customers and incentives recognized as a result of participation in energy efficiency programs.

The decrease was partially offset by an increase of $24.1$16 million in nuclear generation expenses primarily due to an overall higher scope of work done during plant outages anda decrease in regulatory compliance costs compared to the prior year, partially offset by higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals. The decrease in regulatory compliance costs is primarily related to NRC inspection activities in 2016 as compareda result of the NRC’s March 2015 decision to prior yearmove ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and an increasesubsequent NRC reviews;
a decrease of $8.2$11.5 million in energy efficiency expenses primarily due to the timing of recovery from customers; and
a decrease of $5.2 million in fossil-fueled generation expenses primarily due to the purchaselower long-term service agreement costs, partially offset by an overall higher scope of Power Block 2 of the Union Power Stationwork including plant outages in March2017 as compared to 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase.

Taxes other than income taxes decreasedincreased primarily due to a decreasean increase in ad valorem taxes primarily due to higher assessments and higher millage rates and an increase in local franchise taxes resulting from lower residential and commercial revenues as comparedprimarily due to the prior year and a decrease in payroll taxes.higher billing factors.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Block 2 of the Union Power Station purchased in March 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 compared to 2016 on the decommissioning trust fund investments, including portfolio rebalancings for the decommissioning trust funds.

Interest expense increased primarily due to:

$5.1an increase of $3.3 million in estimated interest expense recorded in connection with the FERC orders issued in April 2016 in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the net issuance of $230 million of first mortgage bonds in 2016. See Note 5 to the financial statements for details of long-term debt.

2015 Compared to 2014

Nuclear refueling outage expenses increased primarily due to the amortization of higher expenses associated with the refueling outages at ANO 1 and 2.

Other operation and maintenance expenses increased primarily due to:

an increase of $43.4 million in nuclear generation expenses primarily due to an increase in regulatory compliance costs. The increase in regulatory compliance costs is primarily related to additional NRC inspection activities in 2015 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s Reactor Oversight Process Action Matrix. See “ANO Damage, Outage, and NRC Reviews” below for further discussion;
an increase of $15.3 million in distribution expenses primarily due to vegetation maintenance and higher labor costs;
an increase of $12.6 million in energy efficiency costs, including the effects of true-ups to the energy efficiency filings for fixed costs to be collected from customers;
an increase of $8.9 million in compensation and benefits costs primarily due to an increase in net periodic pension and other postretirement benefits costs as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in the accrual for incentive-based compensation. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefits costs; and
an increase of $6.6 million in fossil-fueled generation expenses due to an overall higher scope of work in 2015 as compared to 2014.

The increase was partially offset by a decrease of $6.5 million related to incentives recognized as a result of participation in energy efficiency programs.


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Taxes other than income taxes increased primarily due to an increase in local franchise taxes resulting from higher residential and commercial revenues in 2015 as compared to 2014, an increase in payroll taxes, and an increase in ad valorem taxes resulting from higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to an increase in the allowance for equity funds used during construction resulting from increased transmission spending in 2015 as compared to 2014.

Interest expense increased primarily due to the issuance in May 2017 of $250$220 million of 4.95%3.5% Series first mortgage bonds and the issuance in December 2014,June 2016 of $55 million of 3.5% Series first mortgage bonds, partially offset by an increasethe redemption in July 2016 of $60 million of 6.38% Series first mortgage bonds and the allowanceredemption in February 2016 of $175 million of 5.66% Series first mortgage bonds. See Note 5 to the financial statements for borrowed funds used during construction resulting from increased transmission spending in 2015 as compared to 2014.further discussion of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 2015,were 669.7%, 40.1%, and 2014 were 39.2%, 35.3%, and 40.8%, respectively. The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory raterates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

ANO Damage, Outage, and NRC ReviewsIncome Tax Legislation

In March 2013, during a scheduled refueling outage at ANO 1, a contractor-ownedSee the “Income Tax Legislation” section of Entergy Corporation and operated heavy-lifting apparatus collapsed while moving the generator stator out of the turbine building.  The collapse resulted in the death of an ironworker and injuries to several other contract workers, caused ANO 2 to shut down, and damaged the ANO turbine building.  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.  Entergy Arkansas is pursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. During 2014, Entergy Arkansas collected $50 million from Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants. Litigation remains pending.

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.

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 March 2015, after several NRC inspections and regulatory conferences, the NRC issued a letter notifying Entergy of its decision to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix. Placement into Column 4 requires significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with flood barrier

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effectiveness and stator issues, an assessment for discussion of the effectivenessTax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the site’s corrective action program, an additional design basis inspection, a safety culture assessment,effect of the Act on 2017 and possibly other inspection activities consistent2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with the NRC’s Inspection Procedure. Entergy Arkansas incurred incremental costs of approximately $53 million in 2015 to prepareaccounting for the NRC inspectionAct, and Note 2 to the financial statements discusses the regulatory proceedings that began in early 2016. Excluding remediation and response costs that may result fromhave considered the additional NRC inspection activities, Entergy Arkansas also incurred approximately $44 million in 2016 in supporteffects of NRC inspection activities and to implement Entergy Arkansas’s performance improvement initiatives developed in 2015. A lesser amount of incremental expense is expected to be ongoing annually after 2016, until ANO transitions out of Column 4.

The NRC completed the supplemental inspection required for ANO’s Column 4 designation in February 2016, and published its inspection report in June 2016. In its inspection report, the NRC concluded that the ANO site is being operated safely and that Entergy understands the depth and breadth of performance concerns associated with ANO’s performance decline. Also in June 2016, the NRC issued a confirmatory action letter to confirm the actions Entergy Arkansas has taken and will continue to take to improve performance at ANO. The NRC will verify the completion of those actions through quarterly follow-up inspections, the results of which will determine when ANO should transition out of Column 4.Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 2014 2018 2017 2016
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$9,135
 
$218,505
 
$127,022
 
$6,216
 
$20,509
 
$9,135
           
Net cash provided by (used in):   
  
    
  
Operating activities676,511
 474,890
 403,826
 211,825
 555,556
 676,511
Investing activities(947,995) (685,274) (600,628) (688,727) (829,312) (947,995)
Financing activities282,858
 1,014
 288,285
 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents11,374
 (209,370) 91,483
 (6,097) (14,293) 11,374
           
Cash and cash equivalents at end of period
$20,509
 
$9,135
 
$218,505
 
$119
 
$6,216
 
$20,509

Operating Activities

Net cash flow provided by operating activities increased $201.6decreased $343.7 million in 20162018 primarily due to:

the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act;
payments of $135 million to the other Utility operating companies as a result of a compliance filing made in response to the FERC’s October 2018 order in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and

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income tax payments of $44.4 million in 2018 compared to income tax refunds of $8.1 million in 2017. Entergy Arkansas had income tax payments in 2018 and income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 audit. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses.

The decrease was partially offset by:

the timing of recovery of fuel and purchased power costs;
the effect of favorable weather on billed sales;
the timing of collection of receivables from customers; and
a decrease of $15.6 million in pension contributions in 2018. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

Net cash flow provided by operating activities decreased $121 million in 2017 primarily due to income tax refunds of $8.1 million in 2017 compared to income tax refunds of $135.7 million in 2016 compared to income tax payments of $103.3 million in 2015.2016. Entergy Arkansas had income tax refunds in 2016 and income tax payments in 20152017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.Arkansas’s net operating losses. The 2016 income tax refunds resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit whereas the income tax payments in 2015 resulted primarily from final settlement of amounts outstanding associated with the 2006-2007 IRS audit as well as adjustments associated with the settlement of the 2008-2009 IRS audit. See Note 3 to the financial statements for a discussion of the income tax audits;
the timing of payments to vendors; and
an increase in net revenue.

The increase was partially offset by a decrease due to the timing of recovery of fuel and purchased power costs.


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Net cash flow provided by operating activities increased $71.1 million in 2015 primarily due to:

a $68 million 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 and a $38 million payment made in September 2014 as a result of the compliance filing pursuant to the FERC’s orders related to the bandwidth payments/receipts for the comprehensive recalculation for 2007, 2008, and 2009.  In 2015, Entergy Arkansas received $89.5 million in System Agreement bandwidth remedy collections from customers related to the filings.  See Note 2 to the financial statements for a discussion of the System Agreement proceedings and related recovery from customers;
an increase due to the timing of recovery of fuel and purchased power costs; and
a decrease of $50 million in storm spending in 2015.

The increase was partially offset by:

income tax payments of $103.3 million in 2015 compared to income tax refunds of $48.9 million in 2014. Entergy Arkansas made income tax payments in 2015 and received income tax refunds in 2014 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments in 2015 resulted primarily from final settlement of amounts outstanding associated with the 2006-2007 IRS audit as well as adjustments associated with the settlement of the 2008-2009 IRS audit whereas the income tax refunds in 2014 resulted primarily from the utilization of Entergy Arkansas’s net operating losses by the consolidated group. See Note 3 to the financial statements for a discussion of the income tax audits;
an increase in nuclear generation expenses primarily due to an increase in regulatory compliance costs. The increase in regulatory compliance costs is primarily related to additional NRC inspection activities in 2015 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s Reactor Oversight Process Action Matrix. See “ANO Damage, Outage, and NRC Reviews” above; and
an increase of $30 million in spending on nuclear refueling outages in 2015.audit.

Investing Activities

Net cash flow used in investing activities increased $262.7decreased $140.6 million in 20162018 primarily due to:

a decrease of $62.4 million in nuclear construction expenditures primarily due to the purchasea lower scope of Power Block 2work performed on various nuclear projects in 2018 as compared to 2017;
a decrease of the Union Power Station in March 2016 for approximately $237 million. See Note 14 to the financial statements for discussion$55.8 million as a result of the Union Power Station purchase. The increase was partially offset by the 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle.cycle; and
a decrease of $23.5 million in fossil-fueled generation construction expenditures primarily due to the timing of outages and a lower scope of work performed on various projects in 2018 as compared to 2017.

Net cash flow used in investing activities increased $84.6decreased $118.7 million in 20152017 primarily due to:

an increaseto the purchase of Power Block 2 of the Union Power Station in March 2016 for approximately $237 million and a decrease of $35.5 million in transmission construction expenditures primarily due to a higherlower scope of non-storm related work performed in 2015;2017 as compared to 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The decrease was partially offset by:

an increase of $50.4 million in nuclear construction expenditures primarily due to a higher scope of work performed on various nuclear projects in 20152017 as compared to 2014 and compliance with NRC post-Fukushima requirements;2016;
an increase in distribution construction expenditures due toof $37.7 million as a higher scoperesult of work performed in 2015;
an increase in information technology capital expenditures due to various technology projects and upgrades in 2015;
$11.7 million in insurance proceeds received in 2015 compared to $36.6 million received in 2014 for property damages related to the generator stator incident at ANO, as discussed above; and
money pool activity.


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The increase was partially offset by:

a decrease in transmission and distribution construction expenditures primarily due to higher storm restoration spending in 2014; and
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 servicesservice deliveries, and the timing of cash payments during the nuclear fuel cycle.cycle;
an increase of $32.9 million in information technology construction expenditures primarily due to increased spending on substation technology upgrades;
an increase of $22.3 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed on various projects in 2017 as compared to 2016; and
an increase of $11.2 million due to increased spending on advanced metering infrastructure.

Decreases
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Financing Activities

Entergy Arkansas’s cash provided by financing activities increased $211.3 million in 2018 primarily due to:

a $350 million capital contribution from Entergy Corporation in May 2018 in anticipation of the return of unprotected excess accumulated deferred income taxes to customers and upcoming planned capital investments;
the repayment, in 2017, of Entergy Arkansas nuclear fuel company variable interest entity’s $60 million of 2.62% Series K notes;
the repayment, in 2017, of $54.7 million of 1.55% pollution control revenue bonds;
net long-term borrowings of $34.7 million in 2018 on the Entergy Arkansas nuclear fuel company variable interest entity credit facility; and
the issuance of $250 million of 4.0% Series first mortgage bonds in May 2018 as compared to the issuance of $220 million of 3.5% Series first mortgage bonds in May 2017.

The increase was partially offset by:

net repayments of short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2018 as compared to net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017;
money pool activity;
an increase of $76.8 million in common equity distributions paid in 2018 primarily to maintain Entergy Arkansas’s target capital structure; and
the redemption of $31 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock activity.

Increases in Entergy Arkansas’s receivable frompayable to the money pool are a source of cash flow, and Entergy Arkansas’s receivable frompayable to the money pool decreasedincreased by $2.2$16.6 million in 20152018 compared to decreasingincreasing by $15.3$114.9 million in 2014.2017. 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 provided by financing activities increased $281.8decreased $23.4 million in 20162017 primarily due to:

the net issuance of $189.1 million of long-term debt in 2016 compared to the net retirement of $13.2 million of long-term debt in 2015;
a $200 million capital contribution received from Entergy Corporation in March 2016 primarily in anticipation of Entergy Arkansas’s purchase of Power Block 2 of the Union Power Station;
the net issuance of $119.1 million of long-term debt in 2017 compared to the net issuance of $189.1 million of long-term debt in 2016; and
net repayments of $11.7 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2016 compared to net repayments of $36.3 million in 2015.

The increase was partially offset by the redemption of $75 million of 6.45% Series preferred stock in 2016, the redemption of $10 million of 6.08% Series preferred stock in 2016, and money pool activity.

Decreases in Entergy Arkansas’s payable to the money pool are a use of cash flow, and Entergy Arkansas’s payable to the money pool decreased by $1.5 million in 2016 compared to increasing by $52.7 million in 2015.

Net cash flow provided by financing activities decreased $287.3 million in 2015 primarily due to:

the issuance of $250 million of 4.95% Series first mortgage bonds in December 2014;
the issuance of $90 million of 9% Series L notes by the nuclear fuel company variable interest entity in July 2014;
net repayments of $36.3 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2015 compared to net borrowings of $48 million in 2014; and
the issuance of $375 million of 3.7% Series first mortgage bonds in March 2014, 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.

The decrease was partially offset by:

the retirement, at maturity, of $70 million of 5.69% Series I notes by the nuclear fuel company variable interest entity in July 2014;
money pool activity; and
a decrease of $10$15 million in common stock dividends paid in 20152017 primarily to maintain Entergy Arkansas’s target capital structure. There were no common stock dividends paid in 2016 in anticipation of the purchase of Power Block 2 of the Union Power Station.

The decrease was partially offset by:
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money pool activity;

Tablethe redemptions of Contents$75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock in 2016; and
net short-term borrowings of $50 million on the Entergy Arkansas Inc. and Subsidiaries
Management’s Financial Discussion and Analysis

nuclear fuel company variable interest entity credit facility in 2017 compared to net repayments of $11.7 million in 2016.

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 $52.7$114.9 million in 2015.2017 compared to decreasing by $1.5 million in 2016.

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See Note 5 to the financial statements for further details of long-term debt.

Capital Structure

Entergy Arkansas’s capitalizationdebt to capital ratio is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio for Entergy Arkansas is primarily due to the $350 million capital contribution received from Entergy Corporation in March 2016, partially offset by the issuance of long-term debt in 2016 and the redemption of $75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock, as discussed above.2018.

December 31,
2016
 December 31,
2015
December 31,
2018
 December 31,
2017
Debt to capital55.3% 56.8%52.0% 55.5%
Effect of excluding the securitization bonds(0.4%) (0.6%)(0.2%) (0.3%)
Debt to capital, excluding securitization bonds (a)54.9% 56.2%51.8% 55.2%
Effect of subtracting cash(0.2%) (0.1%)—% —%
Net debt to net capital, excluding securitization bonds (a)54.7% 56.1%51.8% 55.2%

(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. 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.

Entergy Arkansas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend,distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Arkansas may issue incremental debt or reduce dividends,distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing dividends,distributions, Entergy Arkansas may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Arkansas requires capital resources for:

construction and other capital investments;
debt and preferred stock maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
dividenddistribution and interest payments.


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Following are the amounts of Entergy Arkansas’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:   
  
   
  
Generation
$235
 
$190
 
$240

$210
 
$220
 
$385
Transmission145
 140
 140
145
 95
 65
Distribution215
 210
 225
245
 270
 290
Other115
 80
 50
Utility Support130
 100
 75
Total
$710
 
$620
 
$655

$730
 
$685
 
$815

Following are the amounts of Entergy Arkansas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 after 2021 Total2019 2020-2021 2022-2023
 after 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$233
 
$233
 
$681
 
$4,046
 
$5,193

$136
 
$780
 
$489
 
$4,128
 
$5,533
Operating leases
$18
 
$30
 
$15
 
$26
 
$89

$20
 
$26
 
$17
 
$24
 
$87
Purchase obligations (b)
$523
 
$654
 
$513
 
$4,740
 
$6,430

$525
 
$966
 
$619
 
$3,800
 
$5,910

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Arkansas currently expects to contribute approximately $79.4$27.1 million to its qualified pension plans and approximately $525$501 thousand to its other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.  See “Critical Accounting Estimates – Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Arkansas has $2.5$124.8 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Arkansas includes specific investments, such as transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering;meters and related investments; resource planning, including potential generation projects; system improvements; investments in the nuclear fleet, as discussed below in “Nuclear Matters;”ANO 1 and 2; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in NotesNote 5 and 6 to the financial statements.

As discussed above in “Capital Structure,”a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Arkansas routinely evaluates its ability to pay dividends to Entergy Corporationpays distributions from its earnings. Provisions in Entergy Arkansas’s articles of incorporation relating to preferredearnings at a percentage determined monthly.


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stock restrictAdvanced Metering Infrastructure (AMI)

In September 2016, Entergy Arkansas filed an application seeking a finding from the amountAPSC that Entergy Arkansas’s deployment of retained earnings availableAMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the paymentnew advanced meters, the three-year deployment of cash dividends or other distributionswhich is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings, and the 2018 costs were approved in the 2017 formula rate plan filing. In June 2017 the APSC staff and Arkansas Attorney General filed direct testimony. The APSC staff generally supported Entergy Arkansas’s AMI deployment conditioned on various recommendations. The Arkansas Attorney General’s consultant primarily recommended denial of Entergy Arkansas’s application but alternatively suggested recommendations in the event the APSC approves Entergy Arkansas’s proposal. Entergy Arkansas filed rebuttal testimony in June 2017, substantially accepting the APSC staff’s recommendations. In August 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement. In October 2017 the APSC issued an order finding that Entergy Arkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its common and preferred stock.  existing meters through a regulatory asset to be amortized over 15 years.

Sources of Capital

Entergy Arkansas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred stockmembership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Arkansas may refinance, redeem, or otherwise retire debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stockmembership interest issuances by Entergy Arkansas require prior regulatory approval.  Preferred stock and debtDebt issuances are also subject to issuance tests set forth in Entergy Arkansas’s corporate charters, bond indentures and other agreements.  Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Arkansas’s receivables from or (payables to)payables to the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
($51,232) ($52,742) $2,218 $17,531
2018 2017 2016 2015
(In Thousands)
$182,738 $166,137 $51,232 $52,742

See Note 4 to the financial statements for a description of the money pool.


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Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in August 2021.September 2023. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2017.2019.  The $150 million credit facility allows Entergy Arkansas to issueincludes fronting commitments for the issuance of letters of credit against 50%$5 million of the borrowing capacity of the facility. As of December 31, 2016,2018, there were no cash borrowings and no letters of credit outstanding under the credit facilities. In addition, Entergy Arkansas is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations underto MISO. As of December 31, 2016,2018, a $1 million letter of credit was outstanding under Entergy Arkansas’s uncommitted letter of credit facility. See Note 4 to the financial statements for additionalfurther discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $80 million scheduled to expire in May 2019.September 2021.  As of December 31, 2016, no letters of credit2018, $59.6 million in loans were outstanding under the credit facility to support commercial paper issued by the Entergy Arkansas nuclear fuel company variable interest entity.entity credit facility. See Note 4 to the financial statements for additionalfurther discussion of the nuclear fuel company variable interest entity credit facility.

Entergy Arkansas obtained authorizationsauthorization from the FERC through October 2017November 2020 for short-term borrowings not to exceed an aggregate amount of $250 million at any time outstanding and long-term borrowings by its nuclear fuel company variable interest entity. See Note 4 to the financial statements for further discussion of Entergy Arkansas’s short-term borrowing limits. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the FERC. The APSC andhas concurrent jurisdiction over Entergy Arkansas’s first mortgage bond/secured issuances. Entergy Arkansas has obtained long-term financing authorization from the Tennessee Regulatory Authority;FERC that extends through November 2020. Entergy Arkansas has obtained first mortgage bond/secured financing authorization from the current authorizations extendAPSC that extends through December 2018.2020.



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State and Local Rate Regulation and Fuel-Cost Recovery

Retail Rates

2013 Base Rate Filing

In March 2013, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing assumed Entergy Arkansas’s transition to MISO in December 2013, and requested a rate increase of $174 million, including $49 million of revenue being transferred from collection in riders to base rates. The filing also proposed a new transmission rider and a capacity cost recovery rider. The filing requested a 10.4% return on common equity. In September 2013, Entergy Arkansas filed testimony reflecting an updated rate increase request of $145 million, with no change to its requested return on common equity of 10.4%. Hearings in the proceeding began in October 2013, and in December 2013 the APSC issued an order. The order authorized a base rate increase of $81 million and included an authorized return on common equity of 9.3%. The order allowed Entergy Arkansas to amortize its human capital management costs over a three-and-a-half year period. New rates under the January 2014 order were implemented in the first billing cycle of March 2014 and were effective as of January 2014. Additionally, in January 2014, Entergy Arkansas filed a petition for rehearing or clarification of several aspects of the APSC’s order, including the 9.3% authorized return on common equity. In February 2014 the APSC granted Entergy Arkansas’s petition for the purpose of considering the additional evidence identified by Entergy Arkansas. In August 2014 the APSC issued an order amending certain aspects of the original order, including providing for a 9.5% authorized return on common equity. Pursuant to the August 2014 order, revised rates were effective for all bills rendered after December 31, 2013 and were implemented in the first billing cycle of October 2014.

2015 Base Rate Filing

In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In September 2015 the APSC staff and intervenors filed direct testimony, with the APSC staff recommending a revenue requirement of $217.9 million and a 9.65% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. A settlement hearing was held in January 2016. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.


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2016 Formula Rate Plan Filing

In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve

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Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016 a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved thea settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. The APSC indicated that a procedural schedule would be set by subsequent order to obtain the additional information. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017.

Advanced Metering Infrastructure (AMI) Filing

In September 2016,April 2017, Entergy Arkansas filed an application seeking an order froma motion consented to by all parties requesting that it be permitted to submit the APSC finding that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $431 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value at December 31, 2015, approximately $57 million, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Subject to approvalsupplemental information requested by the APSC deployment of the communications network is expected to begin in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings. In order to have certainty aroundconjunction with its 2018 projected AMI deployment costs, Entergy Arkansas sought an order from the APSC prior to the hearing on its expected 2017 formula rate plan filing, which was subsequently made in the fourth quarter 2017.July 2017 and is discussed below. In JanuaryMay 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a proceduralconcurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that providesprojected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.

2018 Formula Rate Plan Filing

In July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7

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million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in August 2017.February 2019, and the APSC has not indicated when a decision on those issues can be expected.

Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018 Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings. These costs cause an increaseproceedings, which are discussed in Entergy Arkansas’s deferred fuel cost balance because Entergy Arkansas pays the costs over seven months but collects them from customers over twelve months. SeeSystem Agreement Cost Equalization Proceedings” section in Note 2 to the financial statements and Entergy Corporation and Subsidiaries “statements.  MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS -System Agreement” for discussions of the System Agreement proceedings.

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 $67.8 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. Upon a joint motion of the parties, the APSC canceled the September 2014 hearing and in January 2015 the APSC issued an order approving Entergy Arkansas’s request for recovery of the $3 million under-recovered amount based on the true-up of the production cost allocation rider and the $67.8 million May 2014 System Agreement bandwidth remedy payment subject to refund with interest, with recovery of these payments concluding with the last billing cycle in December 2015. The APSC also found that Entergy Arkansas is entitled to carrying charges pursuant to the current terms of the production cost allocation rider. Entergy Arkansas made its compliance filing pursuant to the order in January 2015 and the APSC issued its approval order, also in January 2015. The redetermined rate went into effect with the first billing cycle of February 2015.

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In May 2015, Entergy Arkansas filed its annual redetermination of the production cost allocation rider, which included a $38 million payment made by Entergy Arkansas as a result of the FERC’s February 2014 order related to the comprehensive bandwidth recalculation for calendar year 2006, 2007, and 2008 production costs. The redetermined rate for the 2015 production cost allocation rider update was added to the redetermined rate from the 2014 production cost allocation rider update and the combined rate was effective with the first billing cycle of July 2015. This combined rate was effective through December 2015. The collection of the remainder of the redetermined rate for the 2015 production cost allocation rider update continued through June 2016.

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update becamewere effective with the first billing cycle of July 2016 and rates will be effective through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

Energy Cost Recovery Rider

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

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

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

In February 2010 the APSC denied Entergy Arkansas’s request for rehearing, and held a hearing in September 2010 to determine the amount of damages, if any, that should be assessed against Entergy Arkansas.  A decision is pending.  Entergy Arkansas expects the amount of damages, if any, to have an immaterial effect on its results of operations, financial position, or cash flows.

The APSC also established a separate docket to consider the resolved railroad litigation, and in February 2010 it established a procedural schedule that concluded with testimony through September 2010.  The testimony was filed, and the APSC will decide the case based on the record in the proceeding.


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In January 2014, Entergy Arkansas filed a motion with the APSC relating to its redetermination of itsupcoming energy cost rate redetermination filing that was subsequently filedmade in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude $65.9 million of deferred fuel and purchased energy costs incurred in 2013 from the redetermination of its 2014 energy cost rate. Therate $65.9 million is an estimate of the incremental fuel and replacement energy costs that Entergy Arkansas incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information iswas available regarding various claims associated with the ANO stator incident. TheIn February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in February 2014.its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section abovein Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018, the APSC general staff notified Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocateallocated the energy generated by Entergy System resources,resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity,capacity; and (c) violated the provision of the System Agreement that prohibitsprohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challengeschallenged sales made beginning in 2002 and requestsrequested refunds.  In

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July 2009 the Utility operating companies filed a response to the complaint requesting that the FERC dismiss the complaint on the merits without hearing because the LPSC has failed to meet its burden of showing any violation of the System Agreement and failed to produce any evidence of imprudent action by the Entergy System.  In their response, the Utility operating companies explainedarguing among other things that the System Agreement clearly contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

The LPSC filed direct testimony in the proceeding alleging, among other things, (1) that Entergy violated the System Agreement by permitting Entergy Arkansas to make non-requirements sales to non-affiliated third parties rather than making such energy available to the other Utility operating companies’ customers; and (2) that over the period 2000 - 2009, these non-requirements sales caused harm to the Utility operating companies’ customers and these customers should be compensated for this harm by Entergy.  In subsequent testimony, the LPSC modified its original damages claim in favor of quantifying damages by re-running intra-system bills.  The Utility operating companies believe the LPSC’s allegations are without merit.  AAfter a hearing, in the matter was held in August 2010.

In December 2010 the ALJ issued an initial decision.decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  Quantifying the effect of the FERC’s decision will require re-running intra-system bills for a ten-year period, and theThe FERC in its decision established further hearing procedures to determine the calculation of the effects.  In July 2012, Entergy and the LPSC filed requests for rehearing of the FERC’s June 2012 decision, which are pending with the FERC.

As required by the procedural schedule established in the calculation proceeding, Entergy filed its direct testimony that included a proposed illustrative re-run, consistent with the directives in FERC’s order, of intra-system

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bills for 2003, 2004, and 2006, the three years with the highest volume of opportunity sales.  Entergy’s proposed illustrative re-run of intra-system bills shows that the potential cost for Entergy Arkansas would be up to $12 million for the years 2003, 2004, and 2006, excluding interest, and the potential benefit would be significantly less than that for each of the other Utility operating companies.  Entergy’s proposed illustrative re-run of the intra-system bills also shows an offsetting potential benefit to Entergy Arkansas for the years 2003, 2004, and 2006 resulting from the effects of the FERC’s order on System Agreement Service Schedules MSS-1, MSS-2, and MSS-3, and the potential offsetting cost would be significantly less than that for each of the other Utility operating companies.  Entergy provided to the LPSC an illustrative intra-system bill recalculation as specified by the LPSC for the years 2003, 2004, and 2006, and the LPSC then filed answering testimony in December 2012.  In its testimony the LPSC claims that the damages, excluding interest, that should be paid by Entergy Arkansas to the other Utility operating company’s customers for 2003, 2004, and 2006 are $42 million to Entergy Gulf States, Inc., $7 million to Entergy Louisiana, $23 million to Entergy Mississippi, and $4 million to Entergy New Orleans. The FERC staff and certain intervenors filed direct and answering testimony in February 2013. In April 2013, Entergy filed its rebuttal testimony in that proceeding, including a revised illustrative re-run of the intra-system bills for the years 2003, 2004, and 2006. The revised calculation determines the re-pricing of the opportunity sales based on consideration of moveable resources only and the removal of exchange energy received by Entergy Arkansas, which increases the potential cost for Entergy Arkansas over the three years 2003, 2004, and 2006 by $2.3 million from the potential costs identified in the Utility operating companies’ prior filings in September and October 2012. A hearing was held in May 2013 to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision.

In August The hearing was held in May 2013 and the presiding judgeALJ issued an initial decision in the calculation proceeding. The initial decision concludes that the methodology proposed by the LPSC, rather than the methodologies proposed by Entergy or the FERC Staff, should be used to calculate the payments that Entergy Arkansas is to make to the other Utility operating companies. The initial decision also concludes that the other System Agreement service schedules should not be adjusted and that payments by Entergy Arkansas should not be reflected in the rough production cost equalization bandwidth calculations for the applicable years. The initial decision does recognize that the LPSC’s methodology would result in an inequitable windfall to the other Utility operating companies and, therefore, concludes that any payments by Entergy Arkansas should be reduced by 20%.August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing the requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order deniesdenied Entergy’s request for rehearing and affirmsaffirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

The effect of the FERC’s decisions, if upheld, is that Entergy Arkansas will make payments to some or all of the other Utility operating companies. As part of the further proceedings required by the FERC, Entergy has performed an initial re-run of the intra-system bills for the ten-year period (2000-2009) to attempt to quantify the effects of the FERC's rulings. The ALJ will issue an initial decision and FERC will issue an order reviewing that decision. No payments will be made or received by the Utility operating companies until the FERC issues an order reviewing that

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initial decision and Entergy submits a subsequent filing to comply with that order. Because further proceedings are required, the amount and recipients of payments by Entergy Arkansas are unknown at this time. Based on testimony previously submitted in the case, however, in the first quarter 2016 Entergy Arkansas recorded a liability of $87 million for its estimated increased costs and payment to the other Utility operating companies, including interest. This estimate is subject to change depending on how the FERC resolves the issues that are still outstanding in the case. Entergy Arkansas’s increased costs will be attributed to Entergy Arkansas’s retail and wholesale businesses, and it is not probable that Entergy Arkansas will recover the wholesale portion. Therefore Entergy Arkansas recorded a regulatory asset of approximately $75 million, which represents its estimate of the retail portion of the costs.
In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order addressingarguing that payments made by Entergy Arkansas should be reduced as a result of the requests for rehearing filed in July 2012.timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. Also,In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy

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Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2016 a procedural schedule was established with a hearing in May2017. In July 2017 andthe ALJ issued an initial decision expected inaddressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017. Pursuant to that procedural schedule, Entergy Services re-ran intra-system bills for2017 the ten-year period to quantifyUtility operating companies, the effects ofLPSC, the FERC’s ruling. The LPSC submitted testimony disputing certainAPSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the calculations,initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Services submitted answering testimony.Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:
 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Arkansas owns and, operates, through an affiliate, operates the ANO 1 and ANO 2 nuclear power plants.  Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks fromrelated to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial

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requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirementrequirements and potential future regulatory changes, including changes resulting from events at other plants,affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and technological and financial uncertainties related to decommissioningcatastrophic events such as a nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts.accident. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. ANO 1’s operating license expires in 2034 and ANO 2’s operating license expires in 2038.

In 2016, Entergy conducted a comprehensive evaluation ofSee Note 8 to the Entergy nuclear fleet and determined that it is necessary to increase investments in its nuclear plants to position the fleet to meet its operational goals. These investments will result in increased operating and capital costs associated with operating Entergy’s nuclear plants going forward. The preliminary estimates of the increase to planned capital costs for 2017 through 2019 identified through and associated with this initiative are estimated to be $290 million for Entergy Arkansas. The current estimates of the capital costs identified through this initiative are included in Entergy Arkansas’s preliminary capital investment plan estimate for 2017 through 2019 given in “Liquidity and Capital Resources - Uses of Capitalabove. The increase to planned other operation and maintenance expenses identified through and associated with this initiative is preliminarily estimated to be approximately $35 million in 2017 for Entergy Arkansas, with a similar level of expenses expected to continue going forward. In addition, nuclear refueling outage expenses are expected to increase going forward.

The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials within the plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

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See “ANO Damage, Outage, and NRC Reviews” abovefinancial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column” (Column 4)column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in the “multiple/repetitive degraded cornerstone column,” or Column 4.

Environmental Risks

Entergy Arkansas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments

See “Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the unbilled revenue amounts.impairment of long-lived assets and trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Arkansas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity

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of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Cost SensitivityCosts and Sensitivities

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Qualified Projected Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) 
$3,184
 
$44,950
 (0.25%) $2,620 $39,773
Rate of return on plan assets (0.25%) 
$2,724
 $-
 (0.25%) $2,782 $—
Rate of increase in compensation 0.25% 
$1,323
 
$6,741
 0.25% $1,338 $6,238

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) 
$541
 
$7,812
 (0.25%) $59 
$5,337
Health care cost trend 0.25% 
$892
 
$6,143
 0.25% $220 
$3,805


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

Costs and Funding

Total qualified pension cost for Entergy Arkansas in 20162018 was $37.6$43 million.  Entergy Arkansas anticipates 20172019 qualified pension cost to be $37 million. In 2016, Entergy Arkansas refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $13.3$44.4 million. Entergy Arkansas contributed $83$64.1 million to its qualified pension plan in 20162018 and estimates pension contributions will be approximately $79.4$27.1 million in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

Total other postretirement health care and life insurance benefit income for Entergy Arkansas in 20162018 was $5.9$10.2 million.  Entergy Arkansas expects 20172019 postretirement health care and life insurance benefit income of approximately $4 million. In 2016, Entergy Arkansas refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $2.5$12.5 million.  Entergy Arkansas contributed $5.6 million$195 thousand to its other postretirement plans in 20162018 and estimates 20172019 contributions will be approximately $525$501 thousand.
  
The retirement and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $106.9 million in the qualified pension benefit obligation and $16 million in the accumulated postretirement

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obligation.  The new mortality assumptions increased anticipated 2015 qualified pension cost by approximately $15.4 million and other postretirement cost by approximately $2.2 million. In 2016, the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and AnalysisNote 1 to the financial statements for further discussion.a discussion of new accounting pronouncements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors and Shareholders of
Entergy Arkansas, Inc.LLC and Subsidiaries
Little Rock, Arkansas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Arkansas, Inc.LLC and Subsidiaries (the “Company”) as of December 31, 20162018 and 2015, and2017, the related consolidated income statements, consolidated statements of income, cash flows and consolidated statements of changes in commonmember’s equity (pages 321325 through 326330 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, andan audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Arkansas, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING REVENUES            
Electric 
$2,086,608
 
$2,253,564
 
$2,172,391
 
$2,060,643
 
$2,139,919
 
$2,086,608
            
OPERATING EXPENSES  
  
  
  
  
  
Operation and Maintenance:  
  
  
  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 325,036
 535,919
 327,695
 517,245
 402,777
 325,036
Purchased power 233,350
 380,081
 528,815
 252,390
 230,652
 233,350
Nuclear refueling outage expenses 56,650
 51,411
 43,258
 77,915
 83,968
 56,650
Other operation and maintenance 706,573
 734,118
 647,461
 724,831
 694,157
 693,181
Decommissioning 53,610
 50,414
 46,972
 60,420
 56,860
 53,610
Taxes other than income taxes 93,109
 99,926
 91,470
 104,771
 103,662
 93,109
Depreciation and amortization 264,215
 246,897
 236,770
 292,649
 277,146
 264,215
Other regulatory charges (credits) - net 7,737
 (24,608) (20,054) (14,807) (16,074) 7,737
TOTAL 1,740,280
 2,074,158
 1,902,387
 2,015,414
 1,833,148
 1,726,888
            
OPERATING INCOME 346,328
 179,406
 270,004
 45,229
 306,771
 359,720
            
OTHER INCOME  
  
  
  
  
  
Allowance for equity funds used during construction 17,099
 14,227
 7,238
 16,557
 18,452
 17,099
Interest and investment income 19,087
 22,382
 23,075
 25,406
 35,882
 19,087
Miscellaneous - net (1,446) (3,385) (5,144) (14,874) (13,967) (14,838)
TOTAL 34,740
 33,224
 25,169
 27,089
 40,367
 21,348
            
INTEREST EXPENSE  
  
  
  
  
  
Interest expense 115,311
 105,622
 93,921
 124,459
 122,075
 115,311
Allowance for borrowed funds used during construction (9,228) (7,805) (3,769) (7,781) (8,585) (9,228)
TOTAL 106,083
 97,817
 90,152
 116,678
 113,490
 106,083
            
INCOME BEFORE INCOME TAXES 274,985
 114,813
 205,021
INCOME (LOSS) BEFORE INCOME TAXES (44,360) 233,648
 274,985
            
Income taxes 107,773
 40,541
 83,629
 (297,067) 93,804
 107,773
            
NET INCOME 167,212
 74,272
 121,392
 252,707
 139,844
 167,212
            
Preferred dividend requirements 5,270
 6,873
 6,873
 1,249
 1,428
 5,270
            
EARNINGS APPLICABLE TO COMMON STOCK 
$161,942
 
$67,399
 
$114,519
EARNINGS APPLICABLE TO COMMON EQUITY 
$251,458
 
$138,416
 
$161,942
            
See Notes to Financial Statements.  
  
  
  
  
  

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
For the Years Ended December 31,

2016
2015
2014
2018
2017
2016

(In Thousands)
(In Thousands)
OPERATING ACTIVITIES            
Net income 
$167,212
 
$74,272
 
$121,392
 
$252,707
 
$139,844
 
$167,212
Adjustments to reconcile net income to net cash flow provided by operating activities:            
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 414,933
 400,156
 387,945
 443,698
 427,394
 414,933
Deferred income taxes, investment tax credits, and non-current taxes accrued 201,219
 (4,330) 130,132
 129,524
 67,711
 201,219
Changes in assets and liabilities:  
  
  
  
  
  
Receivables (39,118) 20,813
 25,661
 4,294
 (23,397) (39,118)
Fuel inventory 29,929
 (11,791) (9,394) 6,210
 3,402
 29,929
Accounts payable 143,645
 (2,528) (120,097) (126,405) 16,011
 143,645
Prepaid taxes and taxes accrued 37,485
 (54,531) 14,261
 9,568
 40,127
 37,485
Interest accrued (3,303) (367) (1,786) 678
 1,635
 (3,303)
Deferred fuel costs (105,741) 151,332
 (140,483) 43,869
 33,190
 (105,741)
Other working capital accounts (46,490) (44,784) 72,411
 (30,118) 15,087
 (46,490)
Provisions for estimated losses 13,130
 (137) (57) 14,250
 16,047
 13,130
Other regulatory assets (95,464) 60,279
 (367,234) 32,460
 (76,762) (95,464)
Other regulatory liabilities (341,682) 1,043,507
 62,994
Deferred tax rate change recognized as regulatory liability/asset 
 (1,047,837) 
Pension and other postretirement liabilities (36,805) (110,936) 252,639
 (40,157) (70,826) (36,805)
Other assets and liabilities (4,121) (2,558) 38,436
 (187,071) (29,577) (67,115)
Net cash flow provided by operating activities 676,511
 474,890
 403,826
 211,825
 555,556
 676,511
INVESTING ACTIVITIES  
  
  
  
  
  
Construction expenditures (666,289) (624,546) (535,464) (660,044) (735,816) (666,289)
Allowance for equity funds used during construction 17,754
 15,882
 10,789
 17,013
 19,211
 17,754
Nuclear fuel purchases (102,050) (132,252) (195,092) (99,417) (151,424) (102,050)
Proceeds from sale of nuclear fuel 39,313
 52,281
 75,860
 54,810
 51,029
 39,313
Proceeds from nuclear decommissioning trust fund sales 197,390
 212,954
 181,489
 300,801
 339,434
 197,390
Investment in nuclear decommissioning trust funds (213,093) (223,357) (190,062) (315,163) (352,138) (213,093)
Payment for purchase of plant (237,323) 
 
 
 
 (237,323)
Changes in money pool receivable - net 
 2,218
 15,313
Changes in securitization account 64
 (108) (261)
Insurance proceeds 10,404
 11,654
 36,600
 14,790
 
 10,404
Other 5,835
 
 200
 (1,517) 392
 5,899
Net cash flow used in investing activities (947,995)
(685,274)
(600,628) (688,727)
(829,312)
(947,995)
FINANCING ACTIVITIES  
  
  
  
  
  
Proceeds from the issuance of long-term debt 817,563
 
 707,465
 958,434
 294,656
 817,563
Retirement of long-term debt (628,433) (13,234) (447,815) (690,488) (175,560) (628,433)
Capital contribution from parent 200,000
 
 
 350,000
 
 200,000
Redemption of preferred stock (85,283) 
 
 (32,660) 
 (85,283)
Change in money pool payable - net (1,510) 52,742
 
 16,601
 114,905
 (1,510)
Changes in short-term borrowings - net (11,690) (36,278) 47,968
 (49,974) 49,974
 (11,690)
Dividends paid:  
  
  
Common stock 
 
 (10,000)
Distributions/dividends paid:  
  
  
Common equity (91,751) (15,000) 
Preferred stock (6,631) (6,873) (6,873) (1,606) (1,428) (6,631)
Other (1,158) 4,657
 (2,460) 12,249
 (8,084) (1,158)
Net cash flow provided by financing activities 282,858
 1,014
 288,285
 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents 11,374
 (209,370) 91,483
 (6,097) (14,293) 11,374
Cash and cash equivalents at beginning of period 9,135
 218,505
 127,022
 6,216
 20,509
 9,135
Cash and cash equivalents at end of period 
$20,509
 
$9,135
 
$218,505
 
$119
 
$6,216
 
$20,509
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
    
  
Cash paid (received) during the period for:  
  
  
  
  
  
Interest - net of amount capitalized 
$112,912
 
$100,435
 
$90,285
 
$118,731
 
$115,162
 
$112,912
Income taxes 
($135,709) 
$103,296
 
($48,948) 
$44,393
 
($8,141) 
($135,709)
See Notes to Financial Statements.
 

 

 

 

 

 

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETSASSETS
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$20,174
 
$9,066
 
$118
 
$6,184
Temporary cash investments 335
 69
 1
 32
Total cash and cash equivalents 20,509
 9,135
 119
 6,216
Securitization recovery trust account 4,140
 4,204
 4,666
 3,748
Accounts receivable:  
  
  
  
Customer 102,229
 108,636
 94,348
 110,016
Allowance for doubtful accounts (1,211) (34,226) (1,264) (1,063)
Associated companies 35,286
 32,987
 48,184
 38,765
Other 58,153
 84,216
 64,393
 65,209
Accrued unbilled revenues 100,193
 73,583
 108,092
 105,120
Total accounts receivable 294,650
 265,196
 313,753
 318,047
Deferred fuel costs 96,690
 
 19,235
 63,302
Fuel inventory - at average cost 32,760
 62,689
 23,148
 29,358
Materials and supplies - at average cost 182,600
 169,919
 196,314
 192,853
Deferred nuclear refueling outage costs 81,313
 67,834
 78,966
 56,485
Prepaid Taxes 
 30,291
Prepayments and other 14,293
 15,145
 14,553
 12,108
TOTAL 726,955
 624,413
 650,754
 682,117
        
OTHER PROPERTY AND INVESTMENTS  
  
  
  
Decommissioning trust funds 834,735
 771,313
 912,049
 944,890
Other 7,912
 12,895
 5,480
 3,160
TOTAL 842,647
 784,208
 917,529
 948,050
        
UTILITY PLANT  
  
  
  
Electric 10,488,060
 9,536,802
 11,611,041
 11,059,538
Property under capital lease 716
 844
Construction work in progress 304,073
 388,075
 243,731
 280,888
Nuclear fuel 307,352
 286,341
 220,602
 277,345
TOTAL UTILITY PLANT 11,100,201
 10,212,062
 12,075,374
 11,617,771
Less - accumulated depreciation and amortization 4,635,885
 4,349,809
 4,864,818
 4,762,352
UTILITY PLANT - NET 6,464,316
 5,862,253
 7,210,556
 6,855,419
        
DEFERRED DEBITS AND OTHER ASSETS  
  
  
  
Regulatory assets:  
  
  
  
Regulatory asset for income taxes - net 62,646
 61,438
Other regulatory assets (includes securitization property of $41,164 as of December 31, 2016 and $54,450 as of December 31, 2015) 1,428,029
 1,333,773
Other regulatory assets (includes securitization property of $14,329 as of December 31, 2018 and $28,583 as of December 31, 2017) 1,534,977
 1,567,437
Deferred fuel costs 66,898
 66,700
 67,294
 67,096
Other 14,626
 14,989
 20,486
 13,910
TOTAL 1,572,199
 1,476,900
 1,622,757
 1,648,443
        
TOTAL ASSETS 
$9,606,117
 
$8,747,774
 
$10,401,596
 
$10,134,029
        
See Notes to Financial Statements.  
  
  
  

ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETSLIABILITIES AND EQUITY
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT LIABILITIES        
Currently maturing long-term debt 
$114,700
 
$55,000
Short-term borrowings 
 11,690
 
$—
 
$49,974
Accounts payable:  
  
  
  
Associated companies 239,711
 110,464
 251,768
 365,915
Other 185,153
 177,758
 187,387
 215,942
Customer deposits 97,512
 118,340
 99,053
 97,687
Taxes accrued 7,194
 
 56,889
 47,321
Interest accrued 16,580
 19,883
 18,893
 18,215
Deferred fuel costs 
 8,853
Current portion of unprotected excess accumulated deferred income taxes 99,316
 
Other 36,557
 45,219
 23,943
 29,922
TOTAL 697,407
 547,207
 737,249
 824,976
        
NON-CURRENT LIABILITIES  
  
  
  
Accumulated deferred income taxes and taxes accrued 2,186,623
 1,982,812
 1,085,545
 1,190,669
Accumulated deferred investment tax credits 35,305
 36,506
 32,903
 34,104
Regulatory liability for income taxes - net 505,748
 985,823
Other regulatory liabilities 305,907
 242,913
 402,668
 363,591
Decommissioning 924,353
 872,346
 1,048,428
 981,213
Accumulated provisions 18,682
 5,552
 48,979
 34,729
Pension and other postretirement liabilities 424,234
 459,153
 313,295
 353,274
Long-term debt (includes securitization bonds of $48,139 as of December 31, 2016 and $61,249 as of December 31, 2015) 2,715,085
 2,574,839
Long-term debt (includes securitization bonds of $20,898 as of December 31, 2018 and $34,662 as of December 31, 2017) 3,225,759
 2,952,399
Other 13,854
 18,438
 17,919
 5,147
TOTAL 6,624,043
 6,192,559
 6,681,244
 6,900,949
        
Commitments and Contingencies 

 

 

 

        
Preferred stock without sinking fund 31,350
 116,350
 
 31,350
        
COMMON EQUITY  
  
Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares in 2016 and 2015 470
 470
Paid-in capital 790,243
 588,493
Retained earnings 1,462,604
 1,302,695
EQUITY  
  
Member's equity 2,983,103
 2,376,754
TOTAL 2,253,317
 1,891,658
 2,983,103
 2,376,754
        
TOTAL LIABILITIES AND EQUITY 
$9,606,117
 
$8,747,774
 
$10,401,596
 
$10,134,029
        
See Notes to Financial Statements.  
  
  
  


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
     
  Common Equity  
  Common Stock Paid-in Capital Retained Earnings Total
  (In Thousands)  
         
Balance at December 31, 2013 
$470
 
$588,471
 
$1,130,777
 
$1,719,718
Net income 
 
 121,392
 121,392
Common stock dividends 
 
 (10,000) (10,000)
Preferred stock dividends 
 
 (6,873) (6,873)
Balance at December 31, 2014 
$470
 
$588,471
 
$1,235,296
 
$1,824,237
Net income 
 
 74,272
 74,272
Preferred stock dividends 
 
 (6,873) (6,873)
Other 
 22
 
 22
Balance at December 31, 2015 
$470
 
$588,493
 
$1,302,695
 
$1,891,658
Net income 
 
 167,212
 167,212
Capital contributions from parent 
 200,000
 
 200,000
Capital stock redemption 
 1,750
 (2,033) (283)
Preferred stock dividends 
 
 (5,270) (5,270)
Balance at December 31, 2016 
$470
 
$790,243
 
$1,462,604
 
$2,253,317
         
See Notes to Financial Statements.  
  
  
  
ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,891,658
Net income167,212
Capital contributions from parent200,000
Capital stock redemption(283)
Preferred stock dividends(5,270)
Balance at December 31, 2016
$2,253,317
Net income139,844
Common equity distributions(15,000)
Preferred stock dividends(1,428)
Other21
Balance at December 31, 2017
$2,376,754
Net income252,707
Capital contributions from parent350,000
Common equity distributions(91,751)
Non-cash contribution from parent94,335
Preferred stock dividends(1,249)
Other2,307
Balance at December 31, 2018
$2,983,103
See Notes to Financial Statements.


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                    
 2016 2015 2014 2013 2012 2018 2017 2016 2015 2014
 (In Thousands) (In Thousands)
                    
Operating revenues 
$2,086,608
 
$2,253,564
 
$2,172,391
 
$2,190,159
 
$2,127,004
 
$2,060,643
 
$2,139,919
 
$2,086,608
 
$2,253,564
 
$2,172,391
Net income 
$167,212
 
$74,272
 
$121,392
 
$161,948
 
$152,365
 
$252,707
 
$139,844
 
$167,212
 
$74,272
 
$121,392
Total assets 
$9,606,117
 
$8,747,774
 
$8,777,655
 
$8,007,707
 
$7,797,123
 
$10,401,596
 
$10,134,029
 
$9,606,117
 
$8,747,774
 
$8,777,655
Long-term obligations (a) 
$2,746,435
 
$2,691,189
 
$2,757,423
 
$2,424,969
 
$1,887,923
 
$3,225,759
 
$2,983,749
 
$2,746,435
 
$2,691,189
 
$2,757,423
                    
(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.
                    
 2016 2015 2014 2013 2012 2018 2017 2016 2015 2014
 (Dollars In Millions) (Dollars In Millions)
                    
Electric Operating Revenues:  
  
  
  
  
  
  
  
  
  
Residential 
$789
 
$824
 
$755
 
$772
 
$766
 
$807
 
$768
 
$789
 
$824
 
$755
Commercial 495
 515
 461
 469
 472
 426
 495
 495
 515
 461
Industrial 446
 477
 424
 433
 439
 434
 472
 446
 477
 424
Governmental 18
 20
 18
 19
 20
 17
 19
 18
 20
 18
Total retail 1,748
 1,836
 1,658
 1,693
 1,697
 1,684
 1,754
 1,748
 1,836
 1,658
          
Sales for resale:  
  
  
  
  
  
  
  
  
  
Associated companies 49
 128
 131
 346
 320
 104
 128
 49
 128
 131
Non-associated companies 118
 195
 282
 83
 49
 145
 121
 118
 195
 282
Other 172
 95
 101
 68
 61
 128
 137
 172
 95
 101
Total 
$2,087
 
$2,254
 
$2,172
 
$2,190
 
$2,127
 
$2,061
 
$2,140
 
$2,087
 
$2,254
 
$2,172
                    
Billed Electric Energy Sales (GWh):    
  
  
  
    
  
  
  
Residential 7,618
 8,016
 8,070
 7,921
 7,859
 8,248
 7,298
 7,618
 8,016
 8,070
Commercial 5,988
 6,020
 5,934
 5,929
 6,046
 5,967
 5,825
 5,988
 6,020
 5,934
Industrial 6,795
 6,889
 6,808
 6,769
 6,925
 8,071
 7,528
 6,795
 6,889
 6,808
Governmental 237
 235
 238
 241
 257
 239
 237
 237
 235
 238
Total retail 20,638
 21,160
 21,050
 20,860
 21,087
 22,525
 20,888
 20,638
 21,160
 21,050
          
Sales for resale:  
  
  
  
  
  
  
  
  
  
Associated companies 1,609
 2,239
 2,299
 7,918
 7,926
 1,773
 1,782
 1,609
 2,239
 2,299
Non-associated companies 7,115
 7,980
 8,003
 1,011
 1,093
 6,447
 6,549
 7,115
 7,980
 8,003
Total 29,362
 31,379
 31,352
 29,789
 30,106
 30,745
 29,219
 29,362
 31,379
 31,352


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

20162018 Compared to 20152017

Net income increased $175.4$359.3 million primarily due to a lower effective income tax rate and higher other income, partially offset by higher depreciation and amortization expenses and higher other operation and maintenance expenses.

2017 Compared to 2016

Net income decreased $305.7 million primarily due to the effect of the enactment of the Tax Cuts and Jobs Act, in December 2017, which resulted in a decrease of $182.6 million in net income in 2017, and the effect of a settlement with the IRS related to the 2010-2011 IRS audit, which resulted in a $136.1 million reduction of income tax expense.expense in 2016. Also contributing to the increasedecrease in net income were lowerhigher other operation and maintenance expenses,expenses. The decrease was partially offset by higher net revenue and higher other income. The increase was partially offset by higher depreciationSee Note 3 to the financial statements for discussion of the effects of the Tax Cuts and amortization expenses, higher interest expense,Jobs Act and higher nuclear refueling outage expenses.

2015 Compared to 2014

Net income increased slightly, by $0.6 million, primarily due to higher net revenue and a lower effective income tax rate, offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, lower other income, and higher interest expense.the IRS audit.

Net Revenue

20162018 Compared to 20152017

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.charges (credits). Following is an analysis of the change in net revenue comparing 20162018 to 2015.2017.
 Amount
 (In Millions)
  
20152017 net revenue
$2,408.82,560.5
Return of unprotected excess accumulated deferred
  income taxes to customers
(141.1)
Regulatory credit in 2017 resulting from reduction of
  the federal corporate income tax rate
(55.5)
Retail electric price69.0
Transmission equalization(6.532.3)
Volume/weather(6.768.7)
Louisiana Act 55 financing savings obligation(17.2)
Other(9.015.9)
2018 net revenue
$2,416.2

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through changes in the formula rate plan, effective May 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million, as a result of the

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enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to regulatory charges of $73.1 million recorded in 2018 to reflect the effects of a provision in the settlement reached in the formula rate plan extension proceeding to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease were increases resulting from an increase in retail formula rate plan revenues, implemented with the first billing cycle of September 2018, and increases resulting from lower Grand Gulf purchased power expenses. See Note 2 to the financial statements for further discussion of the formula rate plan extension proceeding.

The volume/weather variance is primarily due to an increase of 907 GWh, or 2%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was partially offset by a decrease in industrial usage primarily due to a decrease in demand from existing customers.

2017 Compared to 2016

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 2017 to 2016.
Amount
(In Millions)
2016 net revenue
$2,438.4
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
55.5
Retail electric price42.8
Louisiana Act 55 financing savings obligation17.2
Volume/weather(12.4)
Other19.0
2017 net revenue
$2,560.5

The regulatory credit resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to an increase in formula rate plan revenues, implemented with the first billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station.Station in March 2016 and a provision recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding. See Note 2 to the financial statements for further discussion.

The transmission equalization variance is primarily due to changes in transmission investments, including Entergy Louisiana’s exit fromdiscussion of the System Agreement in August 2016.

The volume/weather variance is primarily due toformula rate plan revenues and the effect of less favorable weather on residential sales, partially offset by an increase in industrial usage and an increase in volume during the unbilled period. The increase

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in industrial usage is primarily due to increased demand from new customers and expansion projects, primarily in the chemicals industry.Waterford 3 replacement steam generator prudence review proceeding.

The Louisiana Act 55 financing savings obligation variance results from a regulatory charge recorded in 2016 for tax savings to be shared with customers per an agreement approved by the LPSC. The tax savings resulted from the 2010-2011 IRS audit settlement on the treatment of the Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 3 to the financial statements for additional discussion of the settlement and benefit sharing.

Included in Other is a provision of $23 million recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding, offset by a provision of $32 million recorded in 2015 related to the uncertainty at that time associated with the resolution of the Waterford 3 replacement steam generator prudence review proceeding.  See Note 2 to the financial statements for a discussion of the Waterford 3 replacement steam generator prudence review proceeding.

2015 Compared to 2014

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 2015 to 2014.
Amount
(In Millions)
2014 net revenue
$2,246.1
Retail electric price180.0
Volume/weather39.5
Waterford 3 replacement steam generator provision(32.0)
MISO deferral(32.0)
Other7.2
2015 net revenue
$2,408.8

The retail electric price variance is primarily due to formula rate plan increases, as approved by the LPSC, effective December 2014 and January 2015. Entergy Louisiana’s formula rate plan increases are discussed in Note 2 to the financial statements.

The volume/weather variance is primarily due to an increase of 841 GWh, or 2%, in billed electricity usage, as a result of increased industrial usage primarily due to increased demand for existing large refinery customers, new customers, and expansion projects primarily in the chemicals industry, partially offset by a decrease in demand in the chemicals industry as a result of a seasonal outage for an existing customer.

The Waterford 3 replacement steam generator provision is due to a regulatory charge of approximately $32 million recorded in 2015 related to the uncertainty associated with the resolution of the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for a discussion of the Waterford 3 replacement steam generator prudence review proceeding.

The MISO deferral variance is due to 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 other operation and maintenance expenses. See Note 2 to the financial statements for further discussion of the recovery of non-fuel MISO-related charges.


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Other Income Statement Variances

2016 Compared to 2015

Nuclear refueling outage expenses increasedThe volume/weather variance is primarily due to the amortizationeffect of higher expenses associated withless favorable weather on residential and commercial sales and decreased usage during the refueling outages at Waterford 3.
Other operation and maintenance expenses decreased primarily due to:

the $45 million write-off recorded in 2015 to recognize the portion of the assets associated with the Waterford 3 replacement steam generator project no longer probable of recovery. See Note 2 to the financial statements for further discussion of the prudence review proceeding; and
a decrease of $35 million in compensation and benefits costs primarily due to a decrease in net periodic pension and other postretirement costs as a result of higher discount rates used to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs.

unbilled sales period. The decrease was partially offset by an increase of $19.91,237 GWh, or 4%, in industrial usage primarily due to an increase in demand from existing customers and expansion projects in the chemicals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $11.9 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed during plant outages in 2018 as compared to 2017;
an increase of $11.7 million in energy efficiency costs primarily due to the implementation of a new energy efficiency program in January 2018;
an increase of $9 million in information technology expenses primarily due to higher software maintenance costs and higher contract costs;
an increase of $8.3 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $7.2 million in loss provisions; and
an increase of $7 million in nuclear generation expenses primarily due to higher nuclear labor costs including contract labor.to position the nuclear fleet to meet its operational goals and a higher scope of work performed during plant outages in 2018 as compared to 2017.

The increase was partially offset by:

a $14.8 million gain as a result of the sale of Willow Glen Power Plant
a decrease of $7.4 million as a result of the amortization through November 2017 of deferred MISO implementation costs, as approved by the LPSC;
higher nuclear insurance refunds of $4.2 million in 2018; and
a decrease of $3.7 million in compensation and benefits costs primarily due to lower incentive-based compensation accruals in 2018 as compared to 2017.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Union Power Station purchased in March 2016.service.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2016,2018, which included the St. Charles Power Station project and increased distribution and transmission spending. The increase was also due to higher trust income in 2016 on the River Bend and Waterford 3 decommissioning trust fund investments.

Interest expense increased primarily due to:

the issuance in March 2016 of $425 million of 3.25% Series collateral trust mortgage bonds;
the issuance in March 2016 of $200 million of 4.95% Series first mortgage bonds; and
the issuance in October 2016 of $400 million of 2.40% Series collateral trust mortgage bonds.

Lake Charles Power Station projects. The increase was partially offset by the refinancing at lower interest ratesa change in decommissioning trust fund investment activity, including portfolio rebalancing of certain first mortgage bonds. See Note 5 toof the financial statements for details of long-term debt.decommissioning trust funds in 2017.

20152017 Compared to 2014

Nuclear refueling outage expenses decreased primarily due to the amortization of lower expenses associated with the refueling outage at Waterford 3.2016

Other operation and maintenance expenses increased primarily due to:

the $45an increase of $17.8 million write-off recorded in 2015 to recognize that a portion of the assets associated with the Waterford 3 replacement steam generator project is no longer probable of recovery and the $16 million write-off recorded in 2014nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the uncertainty at the time associated with the resolutionnuclear fleet to meet its operational goals, partially offset by a lower scope of the Waterford 3 replacement steam generator project prudence review.  See Note 2work performed during plant outages in 2017;
an increase of $9.5 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the financial statements for further discussion of the prudence review proceeding;prior year;

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an increase of $19.9 million in nuclear generation expenses primarily due to an increased scope of work performed in 2015;
an increase of $14.6$4.1 million in compensation and benefits costs primarily due to an increase in net periodic pension and other postretirement benefits costs as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in the accrual for incentive-based compensation. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs;
an increase of $11 million in transmission expenses primarily due to an increase in the amount of transmission costs allocated by MISO. There is no effect on net income due to the recovery of these costs through the MISO cost recovery mechanism. See Note 2 to the financial statements for further information on the recovery of these costs;
an increase of $9.4$3.6 million in transmission and distribution expenses due to the amortization effective December 2014 of costs related to the transition and implementation of joining the MISO RTO;higher vegetation maintenance costs; and
an increase resulting from losses of $1.7$3.2 million on the salein write-offs of surplus diesel inventory in 2015 compared to gains of $5.1 million on the sale of surplus oil inventory and $2.2 million on the sale of surplus diesel inventory in 2014.

The increase was partially offset by a decrease of $10.4 million related to the Entergy Louisiana and Entergy Gulf States Louisiana business combination, including the deferral recorded in 2015, as approved by the LPSC, of $15.8 million of certain external costs incurred. See Note 2 to the financial statements for a discussion of the recovery of the business combination costs.customer accounts.

Taxes other than income taxes increased primarily due to an increaseincreases in payroll taxes and ad valorem taxes, partially offset by lower localstate franchise taxes, and payroll taxes. Ad valorem taxes increased primarily due to higher assessments, and higher millage rates. Localincluding the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. State franchise taxes decreasedincreased primarily due to lower residential and commercial revenues as compared to prior year.a change in the Louisiana franchise tax law which became effective in 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Ninemile Unit 6 project, which was placedUnion Power Station purchased in serviceMarch 2016, and the effects of recording in December 2014.third quarter 2016 final court decisions in the River Bend and Waterford 3 lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $6 million of spent nuclear fuel storage costs previously recorded as depreciation expense. See Note 14 to the financial statements for discussion of the Union Power Station purchase. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other income decreasedincreased primarily due to a decreasean increase in the allowance for equity funds used during construction due to a higher construction work in progress balance in 2014,2017, which includedincludes the Ninemile Unit 6St. Charles Power Station project, and $7.6 million of carrying charges recordedhigher realized gains in 20142017 on storm restoration costs related to Hurricane Isaac as approved by the LPSC. The decrease was partially offset by an increase of $9.7 million due to income earned on preferred membership interests purchased from Entergy Holdings Company with the proceeds received in August 2014 from the Act 55 storm cost financing. See Note 2River Bend decommissioning trust fund investments, including portfolio rebalancing to the financial statements for a discussion of the Act 55 storm cost financing.30% interest in River Bend formerly owned by Cajun.

Interest expense increaseddecreased primarily due to:

the decreaseto an increase in the allowance for borrowed funds used during construction due to a higher construction work in progress balance in 2014, including2017, which includes the Ninemile Unit 6 project, which was placed in service in December 2014;
the issuance of $250 million of 4.95% Series first mortgage bonds in November 2014; and
the issuance of two series totaling $300 million of 3.78% Series first mortgage bonds in July 2014.

The increase was partially offset by the retirement, at maturity, of $250 million of 1.875% Series first mortgage bonds in December 2014.St. Charles Power Station project.

Income Taxes

The effective income tax rate for 2018 was (8.8%). The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% to the effective income tax rates.

The effective income tax rate for 2017 was 60.5%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

The effective income tax rate for 2016 2015, and 2014, werewas 12.6%, 28.6%, and 29.3%, respectively.. The difference in the effective income tax rate of 12.6% for 2016 versus the statutory rate of 35% for 2016 was primarily

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due to the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit in the second quarter 2016 and book and tax differences related to the non-taxable income distributions earned on preferred membership interests, partially offset by state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.rate.


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Income Tax Legislation

In 2016See the Louisiana Legislature conducted special sessions which resulted in various corporate tax changes. A summaryIncome Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the changes follows:
Restrictions were imposed onTax Cuts and Jobs Act, the utilization of Louisiana net operating loss carryovers. Entergy Louisiana has determined that no additional valuation allowance is necessary at this time on its Louisiana net operating loss carryovers.
Effective January 1, 2017, limited liability companies that elect to be taxed as corporations for federal income tax purposeslegislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that conduct business in Louisiana will be subject to Louisiana franchise tax. Entergy currently estimates that its combined Louisiana franchise tax liability may increase inhave considered the rangeeffects of $4 million to $10 million as a result of this change.
The Louisiana state sales tax rate was increased by 1% and certain tax exemptions were made temporarily inoperable. The combination of these two changes will likely increase Entergy Louisiana’s costs related to fuel, capital expenditures, and other operating expenses. These temporary provisions are currently scheduled to be in place through mid-2018.the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$35,102
 
$320,516
 
$139,588

$35,907
 
$213,850
 
$35,102
          
Net cash provided by (used in):   
  
   
  
Operating activities1,037,912
 1,155,516
 1,718,591
1,395,204
 1,337,545
 1,037,912
Investing activities(1,474,065) (994,208) (1,330,041)(1,878,208) (1,787,409) (1,474,065)
Financing activities614,901
 (446,722) (207,622)490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents178,748
 (285,414) 180,928
7,457
 (177,943) 178,748
          
Cash and cash equivalents at end of period
$213,850
 
$35,102
 
$320,516

$43,364
 
$35,907
 
$213,850

Operating Activities

Net cash flow provided by operating activities decreased $117.6increased $57.7 million in 20162018 primarily due to:

a decrease of $76.5 million in spending on nuclear fueling outages;
ana refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
the receipt of $58.6 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the timing of collection of receivables from customers.

The increase was partially offset by:

a decrease of $67.5$129 million in income tax paymentsrefunds in 2016.2018 as compared to the same period in 2017. Entergy Louisiana hadreceived income tax payments of $156.6 millionrefunds in 20162018 and $89.1 million in 20152017 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The 2016an intercompany income tax paymentsallocation agreement. The income tax refunds in 2018 and 2017 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit, 2016 payments for state taxes resulting from the correlative effectutilization of the final settlement of the 2006-2007 IRS audit, and the effect ofEntergy Louisiana’s net operating loss limitations discussed above in “Louisianaloss;
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Legislation.” The 2015 income tax paymentsCuts and Jobs Act; and
the timing of recovery of fuel and purchased power costs.


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Net cash flow provided by operating activities increased $299.6 million in 2017 primarily due to:
income tax refunds of $234.2 million in 2017 compared to income tax payments of $156.6 million in 2016. Entergy Louisiana received income tax refunds in 2017 and made income tax payments in 2016 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Louisiana’s net operating losses. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2008-20092010-2011 IRS Audit.audit, payments for state taxes resulting from the effect of the final settlement of the 2006-2007 IRS audit, and the effect of net operating loss limitations. See Note 3 to the financial statements for a discussion of the income tax audits;2010-2011 IRS audit;
an increase due to the timing of $80.7 million inrecovery of fuel and purchased power costs; and
an interest paid resulting from an increase in interest expense, including a payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets.

The increase was partially offset by:

a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 102 to the financial statements for a discussion of the purchasesettlement and refund;
an increase of a beneficial interest$62.8 million in the Waterford 3 leased assets;
the timing of collections from customers and payments to vendors;spending on nuclear refueling outages; and
a decrease due to the timing of recovery of fuel and purchased power costs in 2016.

The decrease was partially offset by proceeds of $37.8 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed and a decrease of $30.5 million in spending on nuclear refueling outages in 2016.expensed. See Note 8 to the financial statements for a discussion of the spent nuclear fuel litigation.

Net cash flow provided by operating activities decreased $563.1 million in 2015 primarily due to:

proceeds of $309.5 million received in 2014 from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financing. See Note 2 to the financial statements and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing;
income tax payments of $89.1 million in 2015 and income tax refunds of $242.4 million in 2014. Entergy Louisiana had income tax payments in 2015 and income tax refunds in 2014 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The 2015 income tax payments were primarily due to adjustments associated with the settlement of the IRS Audit of the 2008-2009 tax years whereas the 2014 income tax refunds were primarily due to favorable adjustments allowed in the IRS Audit of the 2006-2007 tax years and a carryback of a 2008 net operating loss. See Note 3 to the financial statements for a discussion of the income tax audits; and
an increase of $17.1 million in spending on nuclear refueling outages in 2015.

The decrease was partially offset by increased net revenue, as discussed above.
    
Investing Activities

Net cash flow used in investing activities increased $479.9$90.8 million in 20162018 primarily due to:

the purchasean increase of Power Blocks 3 and 4 of the Union Power Station for an aggregate purchase price of approximately $475$67.8 million in March 2016. See Note 14transmission construction expenditures primarily due to the financial statements for discussiona higher scope of the Union Power Station purchase;work performed in 2018 as compared to 2017;
an increase of $130.7$65.5 million in fossil-fueled generation expenditures primarily due to higher spending on the Lake Charles Power Station project in 2018, partially offset by lower spending on the St. Charles Power Station project in 2018; and
money pool activity.

The increase was partially offset by a decrease of $97.5 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle.

Increases in Entergy Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Louisiana’s receivable from the money pool increased by $35.7 million in 2018 compared to decreasing by $11.3 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $313.3 million in 2017 primarily due to:

an increase of $364.3 million in fossil-fueled generation construction expenditures primarily due to higher spending on the St. Charles Power Station projectand Lake Charles Power Station projects in 2016;
cash proceeds of $59.6 million received in 2015 from the transfer of Algiers assets to Entergy New Orleans in September 2015. See “State and Local Rate Regulation and Fuel-Cost Recovery- Retail Rates - Electric - Filings with the City Council” below for further discussion of the transfer;
2017;
an increase of $52$148.9 million in transmission construction expenditures due to a higher scope of work performed in 2016 as compared to the same period in 2015; and2017;
an increase of $20.5$144.9 million due to various information technology projects and upgrades in 2016.

The increase was partially offset by:

as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;

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proceeds of $57.9 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation; and
a decreasean increase of $16.9$53.6 million in nuclear construction expenditures primarily due to decreasedincreased spending on compliance with NRC post-Fukushima requirements.

Net cash flow used in investing activities decreased $335.8 million in 2015 primarily due to:

the investment in 2014 of $293.5 million in affiliate securities as a result of the Act 55 storm cost financing. See Note 2 to the financial statements and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing;
the deposit of $268.6 million into the storm reserve escrow account in 2014;
cash proceeds of $59.6 million from the transfer of Algiers assets to Entergy New Orleans in September 2015. See “State and Local Rate Regulation and Fuel-Cost Recovery - Retail Rates - Electric - Filings with the City Council” below for further discussion of the transfer; and
a decrease in fossil-fueled generation construction expenditures primarily due to decreased spending on the Ninemile Unit 6 project, which was placed in service in December 2014.

The decrease was partially offset by the following:

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;
an increase in nuclear expenditures primarily due to compliance with NRC post-Fukushima requirements and a higher scope of work on various nuclear projects in 2015;2017;
an increase of $30.4 million in distribution construction expenditures due to an increased scope of work performed in 2015;spending on digital technology improvements within the customer contact centers;
an increase in information technology capital expendituresof $19.9 million due to increased spending on advanced metering infrastructure; and
an increase of $12.3 million due to various information technology projects and upgrades in 2015; and
money pool activity.
Increases in Entergy Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Louisiana’s receivable from the money pool increased by $3.3 million in 2015 compared to decreasing by $16.8 million in 2014. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.
Financing Activities2017.

Entergy Louisiana’s financing activities provided $614.9 million of cash in 2016 compared to using $446.7 million in 2015 primarily due to the following activity:The increase was partially offset by:

the net issuance of $961.2 million of long-term debt in 2016 compared to the net retirement of $103.4 million of long-term debt in 2015;
the redemption in September 2015 of $100 million of 6.95% Series and $10 million of 8.25% Series preferred membership interests in connection with the Entergy Louisiana and Entergy Gulf States Louisiana business combination;
net repayments of borrowings of $56.6 million on the nuclear fuel company variable interest entity’s credit facility in 2016 compared to net borrowings of $14.3 million in 2015; and
an increase of $59.5 million in common equity distributions in 2016. Equity distributions were lower in 2015 in anticipation of the purchase of Power Blocks 3 and 4 of the Union Power Station.Station for an aggregate purchase price of approximately $475 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
money pool activity; and
an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017.

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 $11.3 million in 2017 compared to increasing by $16.3 million in 2016.

Financing Activities

Net cash flow provided by financing activities increased $218.5 million in 2018 primarily due to:

the issuance of $750 million of 4.00% Series collateral trust mortgage bonds in March 2018. A portion of the proceeds was used to repay $375 million of 6.0% Series first mortgage bonds in May 2018;
the issuance of $600 million of 4.20% collateral trust mortgage bonds in August 2018. A portion of the proceeds was used to repay $300 million of 6.5% Series first mortgage bonds in September 2018;
the redemption of $25 million of 3.25% Series G nuclear fuel company variable interest entity notes payable in June 2017;
the redemption of $75 million of 3.25% Series Q nuclear fuel company variable interest entity notes payable in July 2017; and
the termination of $57.5 million of the Waterford 3 lease obligation and $42.7 million of Waterford Series collateral trust mortgage notes in 2017.

The increase was partially offset by:

the issuance of $450 million of 3.12% collateral trust mortgage bonds in May 2017. A portion of the proceeds was used to repay $45.3 million of Waterford Series collateral trust mortgage bonds;
net repayments of short-term borrowings of $43.5 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net short-term borrowings of $39.7 million in 2017;
net repayments of long-term borrowings of $18.6 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net long-term borrowings of $102 million in 2017; and
an increase of $36.8 million in common equity distributions in 2018 primarily to maintain Entergy Louisiana’s targeted capital structure.

Net cash flow provided by financing activities decreased $343 million in 2017 primarily due to the net issuance of $325.6 million of long-term debt in 2017 compared to the net issuance of $961.2 million in 2016. The decrease was partially offset by:

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Net cash flow used by financing activities increased $239.1 million in 2015 primarily due to:

the retirement of $104 million of long-term debt in 2015 compared to the net issuance of $239.4 million of long-term debt in 2014; and
the redemption in September 2015 of $100 million of 6.95% Series and $10 million of 8.25% Series preferred membership interests in connection with the Entergy Louisiana and Entergy Gulf States Louisiana business combination.
The increase was partially offset by a decrease of $261.5$194.3 million inof common equity distributions primarily as a result of higher construction expenditures and higher nuclear fuel purchases in anticipation2017; and
net borrowings of $39.7 million on the purchasenuclear fuel company variable interest entities’ credit facilities in 2017 compared to net repayments of Power Blocks 3 and 4 of the Union Power Station.$56.6 million in 2016
            
See Note 5 to the financial statements for details of long-term debt.

Capital Structure

Entergy Louisiana’s capitalizationdebt to capital ratio 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 the issuance of long-term debt in 2016.
December 31,
2016
 December 31,
2015
December 31,
2018
 December 31,
2017
Debt to capital53.4% 50.8%53.6% 53.8%
Effect of excluding securitization bonds(0.5%) (0.6%)(0.3%) (0.3%)
Debt to capital, excluding securitization bonds (a)52.9% 50.2%53.3% 53.5%
Effect of subtracting cash(0.9%) (0.2%)(0.1%) (0.1%)
Net debt to net capital, excluding securitization bonds (a)52.0% 50.0%53.2% 53.4%

(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 and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana 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 Louisiana’s financial condition because the securitization bonds are non-recourse to Entergy Louisiana, as more fully described in Note 5 to the financial statements. Entergy Louisiana 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 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 on hand.

Entergy Louisiana seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend,distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Louisiana may issue incremental debt or reduce dividends,distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing dividends,distributions, Entergy Louisiana may receive equity contributions to maintain the targeted capital structure.


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Uses of Capital

Entergy Louisiana requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Louisiana’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:          
Generation
$875
 
$820
 
$590

$610
 
$325
 
$625
Transmission410
 400
 375
460
 405
 265
Distribution260
 300
 275
390
 400
 530
Other175
 115
 70
Utility Support175
 135
 100
Total
$1,720
 
$1,635
 
$1,310

$1,635
 
$1,265
 
$1,520

Following are the amounts of Entergy Louisiana’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 After 2021 Total2019 2020-2021 2022-2023 After 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$475
 
$1,151
 
$980
 
$6,649
 
$9,255

$301
 
$1,245
 
$1,033
 
$8,502
 
$11,081
Operating leases
$24
 
$44
 
$29
 
$23
 
$120

$26
 
$41
 
$28
 
$22
 
$117
Purchase obligations (b)
$652
 
$1,094
 
$957
 
$5,215
 
$7,918

$730
 
$1,347
 
$2,410
 
$5,043
 
$9,530

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Louisiana currently expects to contribute approximately $87.7$26.5 million to its qualified pension plans and approximately $19.3$17.9 million to its other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also, in addition to the contractual obligations, Entergy Louisiana has $657.2$802.3 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Louisiana includes specific investments, such as the Washington Parish Energy Center, St. Charles Power Station, and Lake Charles Power Station,

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each discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering; resource planning, including potential generation projects; system improvements; investments in the nuclear fleet, as discussed below in “Nuclear Matters;”River Bend and Waterford 3; software and security; and other investments. Entergy’s Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing

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effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital.

As an indirect, majority-owneda wholly-owned subsidiary of Entergy Corporation,Utility Holding Company, LLC, Entergy Louisiana pays distributions from its earnings at a percentage determined monthly.

St. Charles Power Station

In August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on land adjacent to the existing Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. Testimony was filed by LPSC staff and intervenors, with LPSC staff concluding that the construction of the project serves the public convenience and necessity. Three intervenors contended that Entergy Louisiana had not established that construction of the project is in the public interest, claiming that the request for proposal excluded consideration of certain resources that could be more cost effective, that the request for proposal provided undue preference to the self-build option, and that a 30-year capacity commitment was not warranted by current supply conditions. The request for proposal independent monitor also filed testimony and a report affirming that the St. Charles Power Station was selected through an objective and fair request for proposal that showed no undue preference to any proposal. An evidentiary hearing was held in April 2016, and in July 2016 an ALJ issued a final recommendation that the LPSC certify that the construction of St. Charles Power Station is in the public interest. The LPSC issued itsan order approving certification of St. Charles Power Station in December 2016. Construction is in progress and commercial operation is estimatedexpected to occur by mid-2019.

Lake Charles Power Station

In November 2016, Entergy Louisiana filed an application with the LPSC seeking certification that the public convenience and necessity would be served by the construction of the Lake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost of the Lake Charles Power Station is $872 million, including estimated costs of transmission interconnection and other related costs. A procedural schedule has been issued, withIn May 2017 the parties to the proceeding agreed to an evidentiary hearing scheduled for Mayuncontested stipulation finding that construction of the Lake Charles Power Station is in the public interest and June 2017. Subject to timely approval byauthorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and receiptapproved certification of other permitsthe unit. Construction is in progress and approvals, commercial operation is estimatedexpected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The plant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana will purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and other related costs. In May 2017, Entergy Louisiana filed an application with the LPSC seeking certification of the plant. In April 2018 the parties reached a settlement recommending certification and cost recovery through the additional capacity mechanism of the formula rate plan, consistent with prior LPSC precedent with respect to the certification and recovery of plants previously acquired by Entergy Louisiana. The LPSC issued an order approving the settlement in May 2018.

Advanced Metering Infrastructure (AMI)
In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits, and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced

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meters, the three-year deployment of which began in 2019. Deployment of the communications network began in 2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Louisiana’s proposed AMI system, with modifications to the proposed customer charge. In July 2017 the LPSC approved the stipulation. Entergy Louisiana expects to recover the undepreciated balance of its existing meters through a regulatory asset at current depreciation rates.

Sources of Capital

Entergy Louisiana’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.


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Entergy Louisiana may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest and distribution rates are favorable.
    
All debt and common and preferred membership interest issuances by Entergy Louisiana require prior regulatory approval. Preferred membership interest and debtDebt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Louisiana’s receivables from the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
$22,503 $6,154 $2,815 $19,573
2018 2017 2016 2015
(In Thousands)
$46,845 $11,173 $22,503 $6,154

See Note 4 to the financial statements for a description of the money pool.

Entergy Louisiana has a credit facility in the amount of $350 million scheduled to expire in August 2021.September 2023. The credit facility allows Entergy Louisiana to issueincludes fronting commitments for the issuance of letters of credit against 50%$15 million of the borrowing capacity of the facility. As of December 31, 2016,2018, there were no cash borrowings and a $6.4 million letterno letters of credit outstanding under the credit facility. In addition, Entergy Louisiana is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations underto MISO.  As of December 31, 2016,2018, a $5.7$25.9 million letter of credit was outstanding under Entergy Louisiana’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

The Entergy Louisiana nuclear fuel company variable interest entities have two separate credit facilities, oneeach in the amount of $105 million and one in the amount of $85 million, both scheduled to expire in May 2019.September 2021. As of December 31, 2016, $3.82018, $38.6 million of letters of creditloans were outstanding under the credit facility to support a like amount of commercial paper issued by the Entergy Louisiana Waterford 3 nuclear fuel company variable interest entity and there were no cash borrowings outstanding under the credit facility for the Entergy Louisiana River Bend nuclear fuel company variable interest entity. As of December 31, 2018, $82 million in loans were outstanding under the Entergy Louisiana Waterford nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for additional discussion of the nuclear fuel company variable interest entity credit facility.facilities.


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Entergy Louisiana obtained authorizations from the FERC through October 2017November 2020 for the following:

short-term borrowings not to exceed an aggregate amount of $450 million at any time outstanding;
long-term borrowings and security issuances; and
long-term borrowings by its nuclear fuel company variable interest entities.
 
See Note 4 to the financial statements for further discussion of Entergy Louisiana’s short-term borrowing limits.

Hurricane IsaacRetail Rates - Gas

In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy Louisiana’s filings to recover storm-related costs.

Other

In March 2016 the LPSC opened two dockets to examine, on a generic basis, issues that it identified in connection with its review of Cleco Corporation’s acquisition by third party investors.  The first docket is captioned “In re: Investigation of double leveraging issues for all LPSC-jurisdictional utilities,” and the second is captioned “In re: Investigation of tax structure issues for all LPSC-jurisdictional utilities.”  In April 2016 the LPSC clarified that the concerns giving rise to the two dockets arose as a result of its review of the structure of the Cleco-Macquarie transaction and that the specific intent of the directives is to seek more information regarding intra-corporate debt financing of a utility’s capital structure as well as the use of investment tax credits to mitigate the tax obligation at the parent level of a consolidated entity.  No schedule has been set for either docket, and limited discovery has occurred.

Entergy Mississippi

Fuel Recovery

Entergy Mississippi’s rate schedules include energy cost recovery riders to recover fuel and purchased power costs.  The energy cost rate for each calendar year is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy costs as of the 12-month period ended September 30.  Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.
To help stabilize electricity costs, Entergy Mississippi received approval from the MPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Mississippi hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of proceedings regarding recovery of Entergy Mississippi’s storm-related costs.

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Formula Rate Plan

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 was still appropriate or could 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 proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy New Orleans

Fuel Recovery

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

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

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy New Orleans’s efforts to recover storm-related costs.

Entergy Texas

Fuel Recovery

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the fixed fuel factor are made in March and

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Gas Property

As of December 31, 2018, Entergy New Orleans distributed and transported natural gas for distribution within New Orleans, Louisiana, through approximately 2,600 miles of gas pipeline.  As of December 31, 2018, the gas properties of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Title

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

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

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2016-2018 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2018 39 2.84
 27 0.84
 9 2.24
 8 5.23
 17 3.71
2017 38 2.60
 26 0.86
 8 2.35
 8 4.02
 20 3.09
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13


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Actual 2018 and projected 2019 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Entergy Arkansas (a)29% 31% 47% 53% 20% 15% 
 1% 4% 
Entergy Louisiana39% 53% 29% 28% 3% 4% 9% 15% 20% 
Entergy Mississippi (b)48% 56% 16% 31% 16% 13% 
 
 20% 
Entergy New Orleans (b)52% 53% 33% 44% 2% 2% 1% 1% 12% 
Entergy Texas34% 31% 9% 16% 6% 10% 29% 43% 22% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)39% 45% 27% 35% 9% 9% 8% 11% 17% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2018 and is expected to provide about less than 1% of its generation in 2019.
(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2018 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2019.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.
(e)In December 2013, Entergy integrated its transmission system into the MISO RTO. Entergy offers all of its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy market to serve the demand of its customers, with MISO making dispatch decisions. The MISO purchases metric provided for 2018 is not projected for 2019.

Some of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in 2019, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Over 50% of the Utility operating companies’ power plants maintain some level of long-term firm transportation. Short-term contracts and spot-market purchases satisfy additional gas requirements.  Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Many factors, including wellhead deliverability, storage, pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants.  Demand is tied to weather conditions as well as to the prices and availability of other energy sources.  Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage.  To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies may use alternate fuels, such as oil when available, or rely to a larger extent on coal, nuclear generation, and purchased power.


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Coal

Entergy Arkansas has committed to eight one- to three-year and two spot contracts that will supply approximately 85% of the total coal supply needs in 2019.  These contracts are staggered in term so that not all contracts have to be renewed the same year.  The remaining 15% of total coal requirements will be satisfied by contracts with a term of less than one year.  Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during 2019.  Coal will be transported to Arkansas via an existing transportation agreement that is expected to provide all of Entergy Arkansas’s rail transportation requirements for 2019.

Entergy Louisiana has committed to five one- to three-year contracts that will supply approximately 90% of Nelson Unit 6 coal needs in 2019.  If needed, additional PRB coal will be purchased through contracts with a term of less than one year to provide the remaining supply needs.  For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during 2019.  Coal will be transported to Nelson primarily via an existing transportation agreement that is expected to provide all of Entergy Louisiana’s rail transportation requirements for 2019.

For the year 2018, coal transportation delivery rates to Entergy Arkansas-and Entergy Louisiana-operated coal-fired units performed moderately lower than the previous years. However, delivery rates somewhat improved toward the end of the year and additional railcar capacity helped make up some delivery short falls. It is expected that delivery times will improve in 2019. Both Entergy Arkansas and Entergy Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for 2019.  Entergy Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

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

The Registrant Subsidiaries that own nuclear plants, Entergy Arkansas, Entergy Louisiana, and System Energy, are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling Entergy’s Utility nuclear units.  These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.  Any liabilities for obligations of the pooled contracts are on a several but not joint basis.  The shared regulated uranium pool maintains inventories of nuclear materials during the various stages of processing.  The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from the shared regulated uranium pool.  Entergy Operations, Inc. contracts separately for the fabrication of nuclear fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant.  All contracts for the disposal of spent nuclear fuel are between the DOE and the owner of a nuclear power plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of 2023.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment

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has been adjusted to reflect reduced overall requirements related to the planned permanent shutdowns of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3 plants. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners.  There are a number of possible supply alternatives that may be accessed to mitigate any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any alternate uranium supply from the market will be dependent upon the market for uranium supply at that time.  In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful.  Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance reliability of conversion, enrichment, and fabrication services providers. There are fewer of these providers than for uranium. For conversion and enrichment services, like uranium, Entergy diversifies its supply by supplier and country and may take special measures as needed to ensure supply of enriched uranium for the reliable fabrication of nuclear fuel. For fabrication services, each plant is dependent upon the effective performance of the fabricator of that plant’s nuclear fuel, therefore, Entergy provides additional monitoring, inspection, and oversight for the fabrication process to assure reliability and quality.

Entergy Arkansas, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services.  The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes.  These credit facilities are subject to periodic renewal, and the notes are issued periodically, typically for terms between three and seven years.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas.  Its system is interconnected with three interstate and three intrastate pipelines.  Entergy New Orleans has a “no-notice” service gas purchase contract with CenterPoint Energy Services which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.  The Centerpoint Energy Service gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co.  This service is subject to FERC-approved rates.  Entergy New Orleans also makes interruptible spot market purchases. 

Entergy Louisiana purchased natural gas for resale in 2018 under a firm contract from Sequent Energy Management L.P.  The gas is delivered through a combination of intrastate and interstate pipelines.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy Louisiana’s or Entergy New Orleans’s suppliers failed to perform their obligations to deliver gas under their supply agreements.  Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies.  The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy

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Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. See Note 2 to the financial statements for further discussion of federal regulation proceedings.

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

Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources were jointly operated by the Utility operating companies that were participating in the System Agreement.  The System Agreement provided, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) would receive payments from those parties having generating reserves that were less than their allocated share of reserves (short companies).  Such payments were at amounts sufficient to cover certain of the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment.  Under the System Agreement, the rates used to compensate long companies were based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh.  In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy were required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs. Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ and their retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. The proceedings include challenges to the allocation of costs as defined by the System Agreement and other matters. See Note 2 to the financial statements for discussion of legal proceedings at the FERC and in federal courts involving the System Agreement.

Transmission and MISO Markets

In December 2013 the Utility operating companies integrated into the MISO RTO. Although becoming a member of MISO did not affect the ownership by the Utility operating companies of their transmission facilities or the responsibility for maintaining those facilities, MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. MISO also exercises functional control of transmission planning and congestion management and provides schedules and pricing for the commitment and dispatch of generation that is offered into MISO’s markets, as well as pricing for load that bids into the markets. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to establish transmission rates within MISO. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below).  In December 1995, System Energy commenced a rate proceeding at the FERC.  In July

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2001 the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity.    In 1998 the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations.  Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC. See Note 2 to the financial statements for discussion of complaints filed with the FERC regarding System Energy’s return on equity.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).  Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue.  The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf.  Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates.  In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share.  Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies, with the remainder of the retained share being sold to Entergy Mississippi through a separate life-of-resources purchased power agreement.  In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.  Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates.  Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs.  Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval. Entergy Arkansas also has a life-of-resources purchased power agreement with Entergy Mississippi to sell a portion of the output of Entergy Arkansas’s non-retained share of Grand Gulf. Entergy Mississippi was granted rate relief for those purchases by the MPSC through its annual unit power cost rate mechanism.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages

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under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its one outstanding series of first mortgage bonds.  In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals.  Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement.  If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC for approval.

Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement and, therefore, no payments under the Availability Agreement have ever been required.  If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such a supplement as security for its one outstanding series of first mortgage bonds. The supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds

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Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement. No such consent would be required to terminate the Capital Funds Agreement or the supplement thereto at this time.

Service Companies

Entergy Services, a limited liability company wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies, but also provides services to Entergy Wholesale Commodities. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Louisiana, and System Energy, respectively.  Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.  Entergy Texas owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.’s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas.  Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

Entergy Texas purchases from Entergy Louisiana pursuant to a life-of-unit purchased power agreement a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation.  Entergy Texas was allocated a share of River Bend’s nuclear and environmental liabilities that is identical to the share of the plant’s output purchased by Entergy Texas under the purchased power agreement.  In connection with the termination of the System Agreement effective August 31, 2016, the purchased power agreements that were put in place for certain legacy units at the time of the jurisdictional separation were also terminated at that time. See Note 2 to the financial statements for additional discussion of the purchased power agreements.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana (Old Entergy Louisiana) and Entergy Gulf States Louisiana (Old Entergy Gulf States Louisiana) were combined into a single public utility. In order to effect the business combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated

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substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC” (Entergy Louisiana). With the completion of the business combination, Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana. See Note 2 to the financial statements for additional discussion of the business combination.

Entergy New Orleans Internal Restructuring

In November 2017, pursuant to the agreement in principle, Entergy New Orleans, Inc. undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its outstanding preferred stock at a price of approximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Arkansas Internal Restructuring

In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:

Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets,

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and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Entergy Mississippi Internal Restructuring

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Wholesale Commodities

Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants, located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants. Entergy Wholesale Commodities also provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.


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Property

Nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership of the following nuclear power plants:
Power PlantMarketIn Service YearAcquiredLocationCapacity - Reactor TypeLicense Expiration Date
Pilgrim (a)ISO-NE1972July 1999Plymouth, MA688 MW - Boiling Water2032 (a)
Indian Point 3 (b)NYISO1976Nov. 2000Buchanan, NY1,041 MW - Pressurized Water2025 (b)
Indian Point 2 (b)NYISO1974Sept. 2001Buchanan, NY1,028 MW - Pressurized Water2024 (b)
Vermont Yankee (c)ISO-NE1972July 2002Vernon, VT605 MW - Boiling Water2032 (c)
Palisades (d)MISO1971Apr. 2007Covert, MI811 MW - Pressurized Water2031 (d)

(a)The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle.
(b)The Indian Point 2 and Indian Point 3 plants are expected to cease operation by April 30, 2020 and April 30, 2021, respectively.
(c)On December 29, 2014, the Vermont Yankee plant ceased power production. In January 2019, the Vermont Yankee plant was sold to NorthStar.
(d)The Palisades plant is expected to cease operations on May 31, 2022.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.    

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process, and Big Rock Point is also under contract to be sold with the Palisades plant.

Non-nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership, or interests in joint ventures that own, the following non-nuclear power plants:
PlantLocationOwnershipNet Owned Capacity (a)Type
Independence Unit 2;   842 MWNewark, AR14%    121 MW(b)Coal
RS Cogen;   425 MW (c)Lake Charles, LA50%213 MWGas/Steam
Nelson 6;   550 MWWestlake, LA11%       60 MW(b)Coal

(a)“Net Owned Capacity” refers to the nameplate rating on the generating unit.
(b)
The owned MW capacity is the portion of the plant capacity owned by Entergy Wholesale Commodities.  For a complete listing of Entergy’s jointly-owned generating stations, refer to “Jointly-Owned Generating Stations” in Note 1 to the financial statements.
(c)Indirectly owned through interests in unconsolidated joint ventures.

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Independent System Operators

The Pilgrim plant falls under the authority of the Independent System Operator New England (ISO-NE) and the Indian Point plants fall under the authority of the New York Independent System Operator (NYISO). The Palisades plant falls under the authority of the MISO. The primary purpose of ISO-NE, NYISO, and MISO is to direct the operations of the major generation and transmission facilities in their respective regions; ensure grid reliability; administer and monitor wholesale electricity markets; and plan for their respective region’s energy needs.

Energy and Capacity Sales

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  Entergy Wholesale Commodities also 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. See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

As part of the purchase of the Palisades plant in 2007, Entergy executed a 15-year PPA with the seller, Consumers Energy, for 100% of the plant’s output, excluding any future uprates. Under the purchased power agreement, Consumers Energy receives the value of any new environmental credits for the first ten years of the agreement. Palisades and Consumers Energy will share on a 50/50 basis the value of any new environmental credits for years 11 through 15 of the agreement. The environmental credits are defined as benefits from a change in law that causes capability of the plant as of the purchase date to become a tradable attribute (e.g., emission credit, renewable energy credit, environmental credit, “green” credit, etc.) or otherwise to have a market value. Entergy intends to shut down the Palisades nuclear power plant permanently on May 31, 2022.

Customers

Entergy Wholesale Commodities’ customers for the sale of both energy and capacity from its nuclear plants include retail power providers, utilities, electric power co-operatives, power trading organizations, and other power generation companies. These customers include Consolidated Edison and Consumers Energy, companies from which Entergy purchased plants, and ISO-NE, NYISO, and MISO. Substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants is with counterparties or their guarantors that have public investment grade credit ratings.

Competition

The ISO-NE and NYISO markets are highly competitive. Entergy Wholesale Commodities has numerous competitors in New England and New York, including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers. Entergy Wholesale Commodities is an independent power producer, which means it generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract. Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers. Owners of co-generation plants produce power primarily for their own consumption. Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants. Competition in the New England and New York power markets is affected by, among other factors, the amount of generation and transmission capacity in

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these markets. MISO does not have a centralized clearing capacity market, but load serving entities do meet the majority of their capacity needs through bilateral contracts and self-supply with a smaller portion coming through voluntary MISO auctions. The majority of Palisades’ current output is contracted to Consumers Energy through 2022. Entergy Wholesale Commodities does not expect to be materially affected by competition in the MISO market in the near term.

Seasonality

Entergy Wholesale Commodities’ revenues and operating income are subject to fluctuations during the year due to seasonal factors, weather conditions, and contract pricing. Refueling outages are generally in the spring and fall, and cause volumetric decreases during those seasons. When outdoor and cooling water temperatures are low, generally during colder months, Entergy Wholesale Commodities nuclear power plants operate more efficiently, and consequently, generate more electricity. Many of Entergy Wholesale Commodities’ contracts provide for shaped pricing over the course of the year. As a result of these factors, Entergy Wholesale Commodities’ revenues are typically higher in the first and third quarters than in the second and fourth quarters.

Fuel Supply

Nuclear Fuel

See “Fuel Supply - Nuclear Fuel” in the Utility portion of Part I, Item 1 for a discussion of the nuclear fuel cycle and markets. Entergy Nuclear Fuels Company, a wholly-owned subsidiary, is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for Entergy Wholesale Commodities nuclear power plants, while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services. All contracts for the disposal of spent nuclear fuel are between the DOE and each of the nuclear power plant owners.

Other Business Activities

Entergy Nuclear Power Marketing, LLC (ENPM) was formed in 2005 to centralize the power marketing function for Entergy Wholesale Commodities nuclear plants. Upon its formation, ENPM entered into long-term power purchase agreements with the Entergy Wholesale Commodities subsidiaries that own nuclear power plants (generating subsidiaries). As part of a series of agreements, ENPM agreed to assume and/or otherwise service the existing power purchase agreements that were in effect between the generating subsidiaries and their customers. ENPM’s functions include origination of new energy and capacity transactions and generation scheduling.

Entergy Nuclear, Inc. can pursue service agreements with other nuclear power plant owners who seek the advantages of Entergy’s scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Entergy Wholesale Commodities subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant.

TLG Services, a subsidiary of Entergy Nuclear, Inc., offers decommissioning, engineering, and related services to nuclear power plant owners.

Entergy provides plant operation support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. In 2010 an Entergy subsidiary signed an agreement to extend the management support services to Cooper Nuclear Station by 15 years, through January 2029.


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Regulation of Entergy’s Business

Federal Power Act

The Federal Power Act provides the FERC the authority to regulate:

the transmission and wholesale sale of electric energy in interstate commerce;
the reliability of the high voltage interstate transmission system through reliability standards;
sale or acquisition of certain assets;
securities issuances;
the licensing of certain hydroelectric projects;
certain other activities, including accounting policies and practices of electric and gas utilities; and
changes in control of FERC jurisdictional entities or rate schedules.

The Federal Power Act gives the FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over the rates charged by Entergy Arkansas and Entergy Louisiana to unaffiliated wholesale customers. The FERC also regulates wholesale power sales between the Utility operating companies. In addition, the FERC regulates the MISO RTO, an independent entity that maintains functional control over the combined transmission systems of its members and administers wholesale energy, capacity, and ancillary services markets for market participants in the MISO region, including the Utility operating companies. FERC regulation of the MISO RTO includes regulation of the design and implementation of the wholesale markets administered by the MISO RTO, as well as the rates, terms, and conditions of open access transmission service over the member systems and the allocation of costs associated with transmission upgrades.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Utility

Entergy Arkansas is subject to regulation by the APSC as to the following:

utility service;
retail rates;
fuel cost recovery;
reasonable and adequate service;
leasing;
the acquisition, sale, or lease of any public utility plant or property constituting an operating unit or system;
depreciation rates;
certificates of convenience and necessity and certificates of environmental compatibility and public need; and
the issuance and sale of certain securities.

Additionally, Entergy Arkansas serves a limited number of retail customers in Tennessee. Pursuant to legislation enacted in Tennessee, Entergy Arkansas is subject to complaints before the Tennessee Regulatory Authority only if it fails to treat its retail customers in Tennessee in the same manner as its retail customers in Arkansas. Additionally, Entergy Arkansas maintains limited facilities in Missouri but does not provide retail electric service to customers in Missouri. Although Entergy Arkansas obtained a certificate with respect to its Missouri facilities, Entergy Arkansas is not subject to the retail rate or regulatory scheme in Missouri.


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Entergy Louisiana’s electric and gas business is subject to regulation by the LPSC as to the following:

utility service;
retail rates and charges;
standards of service;
certification of generating facilities and certain transmission projects;
certification of power or capacity purchase contracts;
audit of the fuel adjustment charge, environmental adjustment charge, avoided cost payment to Qualifying Facilities, energy efficiency rider, and purchased gas adjustment charge;
integrated resource planning;
utility mergers and acquisitions and other changes of control; and
depreciation and other matters.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

utility service;
service areas;
facilities;
certification of generating facilities and certain transmission projects;
retail rates;
fuel cost recovery;
depreciation rates; and
mergers and changes of control.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the City Council as to the following:

utility service;
retail rates and charges;
standards of service;
depreciation and other matters;
integrated resource planning;
audit of fuel adjustment charge, environmental adjustment charge, and purchased gas adjustment charge;
issuance and sale of certain securities; and
mergers and changes of control.

To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT.  Entergy Texas is also subject to regulation by the PUCT as to the following:

retail rates and service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
customer service standards;
certification of certain transmission and generation projects; and
extensions of service into new areas.


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Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements.  The NRC has broad authority to impose civil penalties or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend and Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy subsidiaries in the Entergy Wholesale Commodities segment are subject to the NRC’s jurisdiction as the owners and operators of Pilgrim, Indian Point Energy Center, and Palisades. Substantial capital expenditures, increased operating expenses, and/or higher decommissioning costs at Entergy’s nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the Utility operating companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2018 of $186.9 million for the one-time fee. Entergy accepted assignment of the Pilgrim, FitzPatrick and Indian Point 3, Indian Point 1 and Indian Point 2, Vermont Yankee, Palisades, and Big Rock Point spent fuel disposal contracts with the DOE held by their previous owners. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Entergy’s total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, have surpassed $1.6 billion (exclusive of amounts relating to Entergy plants that were paid or are owed by prior owners of those plants).

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing (the DOE filed the license application in June 2008) and, after the license is granted by the NRC, proceed with the repository construction and commencement of receipt of spent fuel. Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. The DOE continues to delay meeting its obligation. Specific steps were taken to discontinue the Yucca Mountain project, including a motion to the NRC to withdraw the license application with prejudice and the establishment of a commission to develop recommendations for alternative spent fuel storage solutions. In August 2013 the U.S. Court of Appeals for the D.C. Circuit ordered the NRC to continue with the Yucca Mountain license review, but only to the extent of funds previously appropriated by Congress for that purpose and not yet used. Although the NRC completed the safety evaluation report for the license review in 2015, the previously appropriated funds are not sufficient to complete the review, including required hearings. The government has taken no effective action to date related to the recommendations of the appointed spent fuel study commission. Accordingly, large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy’s facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy’s nuclear sites.

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Following the 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.

As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. These subsidiaries have been, and continue to be, involved in litigation to recover the damages caused by the DOE’s delay in performance. Through 2018, Entergy’s subsidiaries won and collected on judgments against the government totaling over $500 million.

In April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $29 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Also in April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $44 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. In June 2015, Entergy Arkansas and System Energy appealed to the U.S. Court of Appeals for the Federal Circuit portions of those decisions relating to cask loading costs. In April 2016 the Federal Circuit issued a decision in both appeals in favor of Entergy Arkansas and System Energy, and remanded the cases back to the U.S. Court of Federal Claims. In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case, and Entergy received the payment from the U.S. Treasury in August 2016. In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case, and Entergy received payment from the U.S. Treasury in October 2016.
In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016.

In January 2016 the U.S. Court of Federal Claims issued a judgment in the amount of $49 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. In April 2016, Entergy Louisiana appealed to the U.S. Court of Appeals for the Federal Circuit the portion of that decision relating to cask loading costs. After the ANO and Grand Gulf appeal was rendered, the U.S. Court of Appeals for the Federal Circuit remanded the Waterford 3 case back to the U.S. Court of Federal Claims for decision in accordance with the U.S. Court of Appeals ruling on cask loading costs. In August 2016 the U.S. Court of Federal Claims issued a final judgment in the Waterford 3 case in the amount of $53 million, and Entergy Louisiana received the payment from the U.S. Treasury in November 2016.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case, reserving the issue of cask loading costs pending resolution of the appeal on the same issues in the Entergy Arkansas and System Energy cases. Entergy Louisiana received payment from the U.S. Treasury in August 2016. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana received the payment from the U.S. Treasury in January 2017. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.
In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulated agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee

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and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016.

In September 2016 the U.S. Court of Federal Claims issued a final judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades received payment from the U.S. Treasury in January 2017.

In October 2016 the U.S. Court of Federal Claims issued a judgment in the second round Entergy Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 received payment from the U.S. Treasury in January 2017.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round of the Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Storage capability additions using dry casks began operations at Palisades in 1993, at ANO in 1996, at FitzPatrick in 2002, at River Bend in 2005, at Grand Gulf in 2006, at Indian Point and Vermont Yankee in 2008, at Waterford 3 in 2011, and at Pilgrim in 2015.  These facilities will be expanded as needed.  

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Louisiana, and System Energy are entitled to recover from customers through electric rates the estimated decommissioning costs for ANO, Waterford 3, and Grand Gulf, respectively.  In addition, Entergy Louisiana and Entergy Texas are entitled to recover from customers through electric rates the estimated decommissioning costs for the portion of River Bend subject to retail rate regulation. The collections are deposited in trust funds that can only be used in accordance with NRC and other applicable regulatory requirements.  Entergy periodically reviews and updates the estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In July 2010 the LPSC votedapproved increased decommissioning collections for Waterford 3 and the Louisiana regulated share of River Bend and in December 2010 the PUCT approved increased decommissioning collections for the Texas share of River Bend to address previously identified funding shortfalls.  This LPSC decision contemplated that the level of decommissioning collections could be revisited should the NRC grant license extensions for both Waterford 3 and River Bend, which has now occurred. In December 2016 the APSC ordered continued collections for decommissioning for ANO 2, while finding that ANO 1’s decommissioning was adequately funded without continued collections. In December 2017 the APSC ordered continued collections for decommissioning for ANO 2, and again found that ANO 1’s decommissioning was adequately funded without continued collections. In September 2016 the NRC issued a 20-year operating license renewal for Grand Gulf. In a 2017 filing at the FERC, System Energy stated that with the renewed operating license, Grand Gulf’s decommissioning trust was sufficiently funded, and proposed (among other things) to cease decommissioning collections for Grand Gulf effective October 1, 2017. The FERC accepted the proposal subject to refund, and appointed a settlement judge to oversee settlement negotiations in the case. Entergy currently believes its decommissioning funding will be sufficient for its nuclear plants subject to retail rate regulation, although decommissioning cost inflation and trust fund performance will ultimately determine the adequacy of the funding amounts.


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In January 2019, Entergy sold 100% of the membership interest in Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar. As a result of the sale, NorthStar assumed ownership of Vermont Yankee and its decommissioning and site restoration trusts, together with complete responsibility for the facility’s decommissioning and site restoration. See Note 9 to the financial statements for further discussion of Vermont Yankee decommissioning costs and see “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the NorthStar transaction.

For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities with the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy, which was completed in January 2017. In March 2017, Entergy sold the FitzPatrick plant to Exelon, and as part of the transaction, the FitzPatrick decommissioning trust fund, along with the decommissioning obligation for that plant, was transferred to Exelon. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the transaction. See Note 14 to the financial statements for discussion of the FitzPatrick sale.

In March 2018 filings with the NRC were made for certain Entergy subsidiaries’ nuclear plants reporting on decommissioning funding.  Those reports showed that decommissioning funding for each of those nuclear plants met the NRC’s financial assurance and planning requirements.

Additional information with respect to Entergy’s decommissioning costs and decommissioning trust funds is found in Note 9 and Note 16 to the financial statements.

Price-Anderson Act

The Price-Anderson Act requires that reactor licensees purchase and maintain the maximum amount of nuclear liability insurance available and participate in an industry assessment program called Secondary Financial Protection in order to protect the public in the event of a nuclear power plant accident.  The costs of this insurance are borne by the nuclear power industry.  Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025.  The Price-Anderson Act limits the contingent liability for a single nuclear incident to a maximum assessment of approximately $137.6 million per reactor (with 99 nuclear industry reactors currently participating).  In the case of a nuclear event in which Entergy Arkansas, Entergy Louisiana, System Energy, or an Entergy Wholesale Commodities company is liable, protection is afforded through a combination of private insurance and the Secondary Financial Protection program. In addition to this, insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units is also purchased.  The Price-Anderson Act and insurance applicable to the nuclear programs of Entergy are discussed in more detail in Note 8 to the financial statements.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. ANO 1, ANO 2, Waterford 3, River Bend, Indian Point 2, Indian Point 3, and Palisades are in Column 1. Grand Gulf is in Column 2. Pilgrim is in Column 4 and was subject to an extensive, but limited, set of required NRC inspections that were completed in 2018 with a finding by the NRC in January 2019 that the corrective actions required to address the concerns that led to placement in Column 4 had

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been completed and that Pilgrim had demonstrated sustained improvement. See Note 8 to the financial statements for further discussion of the placement of Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted below.  Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated.  Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other  facilities.  Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements.  These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, greenhouse gases, and significant modifications to existing facilities;
Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;
Hazardous air pollutant emissions reduction programs;
Interstate Air Transport;
Operating permit programs and enforcement of these and other Clean Air Act programs;
Regional Haze programs; and
New and existing source standards for greenhouse gas and other air emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and follows the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement.  Several years ago, however, the EPA implemented an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit.  Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered routine and on other legal issues that affect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air Act, including NSR requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015 an additional request for similar information was

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received for the White Bluff facility. Entergy responded to all requests. None of these EPA requests for information alleged that the facilities were in violation of law.

In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims as well as other issues facing Entergy Arkansas’s fossil generation plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. For further information about the settlement, see “Regional Haze” discussed below.
Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating facility (Lewis Creek) and is in the process of permitting and constructing one fossil-fueled facility (Montgomery County Power Station) in a geographic area that is not in attainment with the applicable national ambient air quality standards (NAAQS) for ozone.  The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area.  Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.”  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010.  In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008.  In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to the EPA for a finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard. The EPA issued this finding in December 2015. In April 2015 the EPA revoked the 1997 ozone NAAQS, and in May 2016 the EPA issued a proposed rule approving a substitute for the Houston-Galveston-Brazoria area. This redesignation indicated that the area has attained the revoked 1997 8-hour ozone NAAQS due to permanent and enforceable emission reductions and that it will maintain that NAAQS for 10 years from the date of the approval. Final approval, which was effective in December 2016, resulted in the area no longer being subject to any remaining anti-backsliding or nonattainment new source review requirements associated with the revoked 1997 NAAQS. In February 2018 the U.S. Court of Appeals for the D.C. Circuit opined that the EPA violated the Clean Air Act by revoking the 1997 standard and by creating the process that allowed states to avoid certain anti-backsliding provisions of the Act. Opponents filed a legal challenge to the December 2016 redesignation based on the February 2018 D.C. Circuit decision. The lawsuit has created much uncertainty and the TCEQ recently submitted a request to the EPA that the Houston-Galveston-Brazoria area be re-designated to attainment for the revoked 1997 standards.

In March 2008 the EPA revised the eight-hour NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  In April 2012 the EPA released its final nonattainment designations for the 2008 ozone NAAQS.  In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment. In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas had attained the 2008 standard. In May 2016 the EPA finalized those determinations and extended the Houston-Galveston-Brazoria area’s attainment date for the 2008 ozone standard to July 20, 2016 and reclassified the Baton Rouge area as attainment for ozone under the 2008 8-hour ozone standard. In December 2016 the EPA determined that the Houston-Galveston-Brazoria area had failed to attain the 2008 ozone standard by the 2016 attainment date. This finding reclassified the Houston-Galveston-Brazoria area from marginal to “moderate” and set the attainment deadline as July 20, 2018. In May 2018 the EPA published a proposed rule approving the Houston-Galveston-Brazoria attainment demonstration (a forward-looking model projecting attainment) for the 2008 8-hour ozone standard.

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However, in November 2018, the EPA signed a proposed rule determining that the area had failed to attain the 2008 standard by the July 20, 2018 attainment deadline. This determination will reclassify the Houston-Galveston-Brazoria area from “moderate” to “serious” and set the attainment deadline as July 20, 2021. Upon issuance of the final rule, the reclassification will become effective 30 days after publication in the Federal Register.

In October 2015 the EPA issued a final rule again lowering the primary and secondary NAAQS for ozone, this time to a level of 70 parts per billion. States were required to assess their attainment status and recommend designations to the EPA. In May 2018 the EPA designated Montgomery County, Texas, which is in the Houston-Galveston-Brazoria area, and in which Entergy’s Lewis Creek plant operates, as marginal non-attainment. The final designations were effective in August 2018. Entergy will continue to work with state environmental agencies on appropriate methods for assessing attainment and nonattainment with the new standard and, where necessary, in planning for compliance. The State of Texas is required to develop plans intended to return the area to a condition of attainment by August 2021.

Potential SO2Nonattainment

The EPA issued a final rule in June 2010 adopting an SO2 1-hour national ambient air quality standard of 75 parts per billion.  The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA indicated that it would delay designations except for those areas with existing monitoring data from 2009 to 2011 indicating violations of the new standard. In August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as nonattainment for the SO2 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. In July 2016 the EPA finalized another round of designations for areas with newly monitored violations of the 2010 standard and those with stationary sources that emit over a threshold amount of SO2. Counties and parishes in which Entergy owns and operates fossil generating facilities that were included in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. Independence County and Calcasieu Parish were designated “unclassifiable,” and Jefferson County was designated “unclassifiable/attainment.” In August 2017 the EPA issued a letter indicating that East Baton Rouge and St. Charles parishes would be designated by December 31, 2020 as monitors were installed to determine compliance. In January 2018 the EPA published a final rule designating a third round of attainment and nonattainment areas. Evangeline Parish, Louisiana, was designated nonattainment. Entergy does not have a generation asset in that parish. Additional capital projects or operational changes may be required to continue operating Entergy facilities in areas eventually designated as in nonattainment of the standard or designated as contributing to nonattainment areas. In May 2018 the EPA released a proposed rule that would retain the standard at 75 parts per billion, which was set in 2010. In November 2018 the EPA proposed to designate Independence County as “unclassifiable/attainment.” Final EPA action is pending.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which had a compliance date, with a widely granted one-year extension, of April 2016. The required controls have been installed and are operational at all affected Entergy units. In December 2018 the EPA signed a proposed rule that finds that it is not “appropriate and necessary” to regulate hazardous air pollutants from electric steam generating units under the provisions of section 112(n) of the Clean Air Act. This is a reversal of the EPA’s previous finding requiring such regulation. However, the proposal does not seek to revise the MATS rule at this time. Entergy will continue to monitor this situation.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions 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.

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Based on several court challenges, CAIR and its subsequent versions, now known as the Cross State Air Pollution Rule (CSAPR), have been remanded to and modified by the EPA on multiple occasions. In July 2015 the D.C. Circuit invalidated the allowance budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR remains in effect.

The CSAPR Phase 1 implementation became effective January 1, 2015. Entergy has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy.

In September 2016 the EPA finalized the CSAPR Update Rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017 the final rule requires reductions in summer nitrogen oxides (NOx) emissions. Several states, including Arkansas and Texas, filed a challenge to the Update Rule, which remains pending.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could result in a requirement to install SO2 and NOx pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units.  The rule leaves certain CAVR determinations to the states.  

In Arkansas, the Arkansas Department of Environmental Quality prepared a state implementation plan (SIP) for Arkansas facilities to implement its obligations under the CAVR.   In April 2012 the EPA finalized a decision addressing the Arkansas Regional Haze SIP, in which it disapproved a large portion of the Arkansas plan, including the emission limits for NOx and SO2 at White Bluff.  In April 2015 the EPA published a proposed federal implementation plan (FIP) for Arkansas, taking comment on requiring installation of scrubbers and low NOx burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NOx controls to continue operating the Lake Catherine plant. Entergy filed comments by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO2 and NOx limits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units at a later date.

In September 2016 the EPA published the final Arkansas Regional Haze FIP. In most respects, the EPA finalized its original proposal but shortened the time for compliance for installation of the NOx controls. The FIP required an emission limitation consistent with SO2 scrubbers at both White Bluff and Independence by October 2021 and NOx controls by April 2018. The EPA declined to adopt Entergy’s proposals related to ceasing coal use as an alternative to SO2 scrubbers for White Bluff SO2 BART. In November 2016, Entergy and other interested parties, including the State of Arkansas, filed petitions for administrative reconsideration and stay at the EPA as well as petitions for judicial review in the U.S. Court of Appeals for the Eighth Circuit. The Eighth Circuit granted the stay pending settlement discussions and pending the State’s development of a SIP that, if approved by the EPA, would replace the FIP. The state has proposed its replacement SIP in two parts: Part I considers NOx requirements, and Part II considers SO2 requirements. The EPA approved the Part I NOx SIP in January 2018. The Part I SIP requires that Entergy address NOx impacts on visibility via compliance with the CSAPR ozone-season emission trading program. Arkansas has finalized a Part II SIP which is under review by the EPA and is currently pending a state administrative appeal. In November 2018 the EPA proposed to finalize the Part II SIP without any substantive changes. Additionally, on December 31, 2018, the ALJ issued a Recommended Decision granting the Arkansas Department of Environmental Quality’s and Entergy’s Motions for Summary Judgment, which will resolve the administrative appeal if adopted by the Arkansas Pollution Control and Ecology Commission. The final Part II SIP requires that Entergy achieve SO2 emission reductions via the use of low-sulfur coal at both White Bluff and Independence within three years. The Part II SIP also requires that Entergy cease to use coal at White Bluff by December 31, 2028 and notes the current planning assumption that Entergy’s Independence units will cease to burn coal by December 31, 2030.

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In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims and reducing the risk that Entergy Arkansas, as operator of Independence and White Bluff, might be compelled under the Clean Air Act’s regional haze program to install costly emissions control technologies. Consistent with the terms of the settlement and in many cases also the Part II SIP, Entergy Arkansas, along with co-owners, will begin using only low-sulfur coal at Independence and White Bluff by mid-2021; cease to use coal at White Bluff and Independence by the end of 2028 and 2030, respectively; cease operation of the remaining gas unit at Lake Catherine by the end of 2027; reserve the option to develop new generating sources at each plant site; and commit to install or propose to regulators at least 800 MWs of renewable generation by the end of 2027, with at least half installed or proposed by the end of 2022 (which includes two existing Entergy Arkansas projects) and with all qualifying co-owner projects counting toward satisfaction of the obligation. Under the settlement, the Sierra Club and the National Parks Conservation Association also waive certain potential existing claims under federal and state environmental law with respect to specified generating plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. The EPA, which is allowed to comment on such a settlement agreement, has stated that it has no objections to the settlement. The Arkansas Attorney General and the Arkansas Affordable Entergy Coalition have filed motions to intervene. The court has not acted on the intervention requests. The Arkansas Attorney General also filed an application before the APSC in December 2018 seeking an investigation into the effects of the settlement, the Arkansas Affordable Energy Coalition filed to support the investigation, and Entergy Arkansas filed a motion to dismiss the application. Briefing is ongoing.

In Louisiana, Entergy worked with the Louisiana Department of Environmental Quality (LDEQ) and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. The LDEQ submitted a revised SIP in February 2017. In May 2017 the EPA proposed to approve a seriesmajority of ordersthe revisions. In September 2017 the EPA issued a proposed SIP approval for the Nelson plant, requiring an emission limitation consistent with the use of low-sulfur coal, with a compliance date three years from the effective date of the final EPA approval. The EPA’s final approval decision was issued in December 2017 and is on appeal to the U.S. Court of Appeals for the Fifth Circuit.

New and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, the EPA was directed 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 January 2014 the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants.  Entergy was actively engaged in the rulemaking process, and submitted comments to the EPA in December 2014. The EPA issued the final rules for both new and existing sources in August 2015, and they were published in the Federal Register in October 2015. The existing source rule, also called the Clean Power Plan, requires states to develop plans for compliance with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and by the U.S. Supreme Court, if further review is granted. In March 2017 the current administration issued an executive order entitled “Promoting Energy Independence and Economic Growth” instructing the EPA to review and then to suspend, revise, or rescind the Clean Power Plan, if appropriate. The EPA subsequently asked the D.C. Circuit to hold the challenges to the Clean Power Plan and the greenhouse gas new source performance standards in abeyance and signed a notice of withdrawal of the proposed federal plan, model trading rules, and the Clean Energy Incentive Program. The court placed the litigation in abeyance in April 2017. The EPA

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Administrator also sent a letter to the affected governors explaining that states are not currently required to meet Clean Power Plan deadlines, some of which (i) quantified $290.8have passed. In October 2017 the EPA proposed a new rule that would repeal the Clean Power Plan on the grounds that it exceeds the EPA’s statutory authority under the Clean Air Act. In December 2017 the EPA issued an advanced notice of proposed rulemaking regarding section 111(d), seeking comment on the form and content of a replacement for the Clean Power Plan, if one is promulgated. In August 2018 the EPA published its proposal to replace the Clean Power Plan. The Affordable Clean Energy (ACE) Rule, which in its current form focuses on existing coal-fired electric generating units, proposes to determine that heat rate improvements are the best system of emission reductions. The rule also proposes revisions to the New Source Review program to prevent that program from being a barrier to installing heat rate improvement projects under ACE. Additionally, the rule provides states more discretion in determining how the best system for emission reductions applies to individual units, including technical feasibility and the remaining useful life of the facility. Comments on the proposal were due in October 2018. Entergy will continue to be engaged in this rulemaking process.

Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level.  Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s operations.  Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications.  These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
introduction of bills in Congress and development of regulations by the EPA proposing further limits on NOx, SO2, mercury, and carbon dioxide and other air emissions.  New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;
efforts in Congress or at the EPA to establish a federal carbon dioxide emission tax, control structure or unit performance standards;
revisions to the estimates of the Social Cost of Carbon and its use for regulatory impact analysis of Federal laws and regulations;
implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;
efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;
efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;
efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs;
efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk;
the listing of additional species as threatened or endangered, the protection of critical habitat for these species, and developments in the legal protection of eagles and migratory birds; and
the regulation of the management, disposal, and beneficial reuse of coal combustion residuals.

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner.  By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per megawatt-hour of electricity generated.  In anticipation of the imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions.  These voluntary actions included establishment of a formal program to stabilize owned power plant carbon dioxide emissions at 2000

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levels through 2005, and Entergy succeeded in reducing emissions below 2000 levels. In 2006, Entergy started including emissions from controllable power purchases as well as its ownership share of generation.  Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases, cumulatively over the period, at 20% below 2000 levels through 2010.  In 2011, Entergy extended this commitment through 2020.  Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 43.7 million tons in 2018 and 39.9 tons in 2017.
Entergy participates in the M.J. Bradley & Associates’ Annual Benchmarking Air Emissions Report, an annual analysis of Hurricane Isaacthe 100 largest U.S. electric power producers. The report is available on the M.J. Bradley website. Entergy’s annual greenhouse gas emissions inventory is also third-party verified, and that certification is made available on the American Carbon Registry website. Entergy participates annually in the Dow Jones Sustainability Index and in 2018 was listed on the North American Index. Entergy has been listed on the World or North American Index, or both, for seventeen consecutive years.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States.  The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted.  Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years.  Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants.  

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. After litigation, the EPA issued a new final 316(b) rule in August 2014. Entergy is implementing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed a petition for review of the final rule as a co-petitioner with the Utility Water Act Group. The U.S. Court of Appeals for the Second Circuit heard oral argument in September 2017 and rendered its decision in July 2018. The U.S. Court of Appeals upheld the rule in its entirety. Environmental petitioners petitioned the Second Circuit for a panel rehearing or rehearing en banc, which was denied.

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 said would inform the rulemaking. This report was finalized in January 2015. The final rule was published in the Federal Register in June 2015. The rule could significantly increase the number and types of waters included in the EPA’s and the U.S.

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Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. The final rule was challenged in various federal courts by several parties, including most states. In February 2017 the current administration issued an executive order instructing the EPA and the U.S. Army Corps of Engineers to review the Waters of the United States rule and to revise or rescind, as appropriate. The 2015 rule now is stayed throughout Entergy’s utility service territory by actions of the United States District Courts. In December 2018 the EPA released a prepublication copy of its revised definition of Waters of the United States which proposes to narrow the scope of the Clean Water Act jurisdiction, as compared to the 2015 rule. Comments will be due 60 days after publication in the Federal Register.

Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to monitor and report regularly the presence of radioactive material in the environment.  Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program.  This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed groundwater monitoring wells and began periodic sampling.  The program also includes protocols for notifying local officials if contamination is found.  To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, Indian Point, Palisades, Pilgrim, Grand Gulf, and River Bend.  Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides.  Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

In February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian Point’s groundwater monitoring program.  Investigation of the source of elevated tritium determined that the source was related to a temporary system to process water in preparation for the regularly scheduled refueling outage at Indian Point 2. The system was secured and is no longer in use and additional measures have been taken to prevent reoccurrence should the system be needed again. In June 2016, Indian Point detected trace amounts of cobalt 58 in a single well. This was associated with the draining and disassembly of a temporary heat exchanger operated in support of the Indian Point 2 outage. Oversight by the NRC and other federal/state government bodies continues. The NRC has issued a green notice of violation related to the adequacy of Entergy’s controls to prevent the introduction of radioactivity into the site groundwater. Entergy completed corrective actions and is working with the NRC on the closure of the notice of violation.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released.  Certain private parties also may use CERCLA to recover response costs.  Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA.  CERCLA has been interpreted to impose strict, joint and several liability on responsible parties.  Many states have adopted programs similar to CERCLA.  Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities including nuclear facilities that have been or will be sold to decommissioning companies.  In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation.  Some disposal sites used by

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Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities.  Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs.  The affected Entergy subsidiaries have established provisions for the liabilities for such environmental clean-up and restoration activities.  Details of potentially material CERCLA and similar state program liabilities are discussed in the “Other Environmental Matters” section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2018, Entergy has recorded asset retirement obligations related to CCR management of $18.4 million.

In December 2016 the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for a permit program. In September 2017 the EPA agreed to reconsider certain provisions of the CCR rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards. The EPA is expected to release additional revisions in another rulemaking. In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

Pursuant to the EPA Rule, Entergy operates groundwater monitoring systems surrounding its coal combustion residual landfills located at White Bluff, Independence, and Nelson. Monitoring to date has detected concentrations of certain listed constituents in the area, but has not indicated that these constituents originated at the active landfill cells. Reporting has occurred as required, and detection monitoring will continue as the rule requires. In late-2017, Entergy determined that certain in-ground wastewater treatment system recycle ponds at its White Bluff and Independence facilities require management under the new EPA regulations. In order to meet these regulations, one of two recycle ponds at White Bluff commenced closure in October 2018. Additionally, the second recycle pond at White Bluff is planned for closure on or before October 31, 2020. Any potential requirements for corrective action or operational changes under the new EPA rule continue to be assessed. Notably, ongoing litigation has resulted in the EPA’s continuing review of the rule. Consequently, the nature and cost of additional corrective action requirements may depend, in part, on the outcome of the EPA’s review.

Other Environmental Matters

Entergy Louisiana and Entergy Texas

Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931.  Coal tar, a

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by-product of the distillation process employed at MGPs, apparently was routed to a portion of the property for disposal.  The same area also has been used as a landfill.  In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site.  In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center.  In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface.  In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site.  The groundwater monitoring study commenced in January 2006 and is continuing.  The EPA released the second Five Year Review in 2015. The EPA indicated that the current remediation technique was insufficient and that Entergy would need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and suggesting installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy is awaiting comments and direction from the EPA on the Focused Feasibility Study and potential remedy selection.  In early 2017 the EPA indicated that the new remedial method, a waterloo barrier, may not be necessary and requested revisions to the Focused Feasibility Study. The EPA plans to provide comments on the revised 2017 Focused Feasibility Study in the next Five Year Review in 2020. Entergy is continuing discussions with the EPA regarding the ongoing actions at the site.

Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy subsidiaries sent transformers to this facility.  Entergy Arkansas, Entergy Louisiana, and Entergy Texas responded to an information request from the TCEQ.  Entergy Louisiana and Entergy Texas joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site.  Current estimates, although variable depending on ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be approximately $1.5 million to $2 million.  Remediation activities continue at the site.

Entergy Texas

In December 2016 a transformer inside the Hartburg, Texas Substation had an internal fault resulting in a release of approximately 15,000 gallons of non-PCB mineral oil. Cleanup ensued immediately; however, rain caused much of the oil to spread across the substation yard and into a nearby wetland. The Texas Commission on Environmental Quality (TCEQ) and the National Response Center were immediately notified, and the TCEQ responded to the site approximately two hours after the cleanup was initiated. The remediation liability is estimated at $2.2 million; however, this number could fluctuate depending on the remediation extent and wetland mitigation requirements. In July 2017, Entergy entered into the Voluntary Cleanup Program with the TCEQ. Additional direction is expected from the TCEQ regarding final remediation requirements for the site. In November 2017, additional soil sampling was completed in the wetland area and, in February 2018, a site summary report of findings was submitted to the TCEQ. The TCEQ responded in June 2018 and has requested an ecological exclusion criteria checklist/Tier II screening-level ecological risk assessment, and additional site assessment, additional soil samples, groundwater samples, and some additional diagrams and maps. Entergy has developed and is implementing a response plan addressing the TCEQ’s requests.

Litigation

Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments.  Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs

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in personal injury, property damage, and business tort cases.  The litigation environment in these states poses a significant business risk to Entergy.

Ratepayer and Fuel Cost Recovery Lawsuits  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.
Asbestos Litigation(Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas)

See Note 8 to the financial statements for a discussion of this litigation.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers.  As of December 31, 2018, Entergy subsidiaries employed 13,688 people.

Utility:
Entergy Arkansas1,258
Entergy Louisiana1,656
Entergy Mississippi713
Entergy New Orleans278
Entergy Texas600
System Energy
Entergy Operations3,479
Entergy Services3,525
Entergy Nuclear Operations2,127
Other subsidiaries52
Total Entergy13,688

Approximately 4,700 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, and Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Copies of the reports that Entergy files with the SEC can be obtained at the SEC’s website.


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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information.  Filings made with the SEC are posted and available without charge on Entergy’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.  These filings include annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; proxy statements; and any amendments to those reports or statements.  All such postings and filings are available on Entergy’s Investor Relations website free of charge.  Entergy is providing the address to its internet site solely for the information of investors and does not intend the address to be an active link.  The contents of the website are not incorporated into this report.



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RISK FACTORS

Investors should review carefully the following risk factors and the other information in this Form 10-K.  The risks that Entergy faces are not limited to those in this section.  There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy’s financial condition, results of operations, and liquidity.  See “FORWARD-LOOKING INFORMATION.”

Utility Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that can be lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.
The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance costs, allowed rates of return, financing costs, and related costs of service.  These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy.  These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment, including adjustment upon the initiative of a regulator or affected stakeholders.

In addition, regulators may initiate proceedings to investigate the prudence of costs in the Utility operating companies’ base rates and examine, among other things, the reasonableness or prudence of the companies’ operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates.  The regulators may disallow costs subject to their jurisdiction found not to have been prudently incurred; (ii) determined $290 millionincurred or found not to have been incurred in compliance with applicable tariffs, creating some risk to the ultimate recovery of those costs.  Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates.  Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates.  Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings. 

The base rates of Entergy Texas are established largely in traditional base rate case proceedings. Apart from base rate proceedings, Entergy Texas has also filed to use rate riders to recover the revenue requirements associated with certain authorized historical costs. For example, Entergy Texas has recovered distribution-related capital investments through the distribution cost recovery factor rider mechanism, transmission-related capital investments and certain non-fuel MISO charges through the transmission cost recovery factor rider mechanism, and MISO fuel and energy-related costs through the fixed fuel factor mechanism. Entergy Texas is also required to make a filing every three years, at a minimum, reconciling its fuel and purchased power costs and fuel factor revenues. In the course of this reconciliation, the PUCT determines whether eligible fuel and fuel-related expenses and revenues are necessary and reasonable, and makes a prudence finding for each of the fuel-related contracts for the reconciliation period.

Between base rate cases, Entergy Arkansas and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize a forward test year (Entergy Arkansas) or forward-looking features (Entergy Mississippi). In response to Entergy Arkansas’s application for a general change in rates in 2015, the APSC approved the formula rate plan tariff proposed by Entergy Arkansas including its use of a projected year test period and an initial five-year term. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’s formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an

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application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved and MPSC-approved tariffs, respectively.

Entergy Louisiana historically sets electric base rates annually through a formula rate plan using an historic test year. The form of the formula rate plan, on a combined basis, was approved in connection with the business combination of Entergy Louisiana and Entergy Gulf States Louisiana and largely followed the formula rate plans that were approved by the LPSC in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate plan has been extended through the test year 2019; certain modifications were made in that extension, including a decrease to the allowed return on equity and the addition of a transmission cost recovery mechanism. The formula rate plan continues to include exceptions from the rate cap and sharing requirements for certain large capital investment projects, including acquisition or construction of generating facilities and purchase power agreements approved by the LPSC and as noted, for certain transmission investment, among other items. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause. In the event that the electric formula rate plan is not renewed or extended, Entergy Louisiana would revert to the more traditional rate case environment.

Entergy New Orleans previously operated under a formula rate plan that ended with the 2011 test year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented in connection with the most recent base rate case that is filed regarding its electric and gas operations. Entergy New Orleans filed its most recent rate case in September 2018 and expects a decision by the City Council later in 2019, with rates to become effective as of August 2019.

The rates of System Energy are established by the FERC, and the costs allowed to be charged pursuant to these rates are, in turn, passed through to the participating Utility operating companies through the Unit Power Sales Agreement, which allows monthly adjustments to reflect the current operating costs of, and investment in, Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.  For information regarding rate case proceedings and formula rate plans applicable to the Utility operating companies, see Note 2 to the financial statements.

The Utility operating companies recover fuel, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment.  Because regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred, including the cost of replacement power purchased when generators experience outages, with the possibility of refunds to ratepayers, there exists some risk to the ultimate recovery of those costs.  Regulators may also initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

The Utility operating companies’ cash flows can be negatively affected by the time delays between when gas, power, or other commodities are purchased and the ultimate recovery from customers of the costs in rates.  On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating

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companies may agree to defer recovery of a portion of that period’s fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies.  For a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power costs recovery, see Note 2 to the financial statements.
There remains uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies.

The Utility operating companies historically engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that had been approved by the FERC. The System Agreement terminated in its entirety on August 31, 2016.

There remains uncertainty regarding the long-term effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it had been in existence. In the absence of the System Agreement, there remains uncertainty around the effectiveness of governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement terminated in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing of payments made by Entergy Arkansas under the System Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

For further information regarding the regulatory proceedings relating to the System Agreement, see Note 2 to the financial statements.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways that cause additional risk.

The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. MISO is currently evaluating through its stakeholder process potential changes in the transmission project criteria in MISO. These changes, if adopted, could potentially result in a larger volume of competitively bid and regionally cost allocated transmission projects. In addition to the cash and financing-related risks arising from the potential additional cost allocation to the Utility operating companies from these projects, there is a risk that the Utility operating companies’ business and financial position could be harmed as a result of lost investment opportunities and other effects that flow from an increased number of competitive projects being approved

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and constructed that are interconnected with their transmission systems. Further, the terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC. The operation of the Utility operating companies’ transmission system pursuant to the MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make periodic filings setting forth the results of analysis of the costs and benefits realized from MISO membership as well as the projected costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO. These filings have been submitted periodically by each of the Utility operating companies as required by their respective retail regulators, and the outcome of the resulting proceedings may affect the Utility operating companies’ continued membership in MISO.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

A delay or failure in recovering amounts for storm reservesrestoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy’s and its Utility operating companies’ results of operations, liquidity, and financial condition can be materially affected by the destructive effects of severe weather.  Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages.  A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

Nuclear Operating, Shutdown and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy)

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be re-established; (iii) authorizedsuccessful, and lower capacity factors could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy, and Entergy Wholesale Commodities.  Nuclear plant operations involve substantial fixed operating costs.  Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors, consistent with safety requirements. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs.  For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations.  Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power.  Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners periodically shut down their nuclear power plants to replenish fuel.  Plant maintenance and upgrades are often scheduled during such refueling outages.  If refueling outages last longer than anticipated or if unplanned outages arise, Entergy’s and their results of operations, financial condition, and liquidity could be materially affected.

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Outages at nuclear power plants to replenish fuel require the plant to be “turned off.”  Refueling outages generally are planned to occur once every 18 to 24 months and average approximately 30 days in duration.  Plant maintenance and upgrades are often scheduled during such planned outages, which often extends the planned outage duration.  When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may increase.  Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment, and fabrication). These risks could materially affect Entergy’s and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy’s nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through 2019 and beyond.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the Palisades, Pilgrim, Indian Point 2 and Indian Point 3 plants over the next three years. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past, and may be subject to increased volatility due to the imposition of tariffs or shifting trade arrangements between countries.  Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price changes could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.  The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations, suspend, or revoke their licenses, or increase oversight of their nuclear plants, which could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants.  The NRC may modify, suspend, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to utilizecomply with the Atomic Energy Act, related regulations, or the terms of the licenses for nuclear facilities. Interested parties may also intervene which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require

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a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy.  A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.For additional information concerning the current classification of the plants owned by Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see “Regulation of Entergy’s Business- Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process” in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by one of these companies, as well as those owned by others, may lead to a change in laws or regulations or the terms of the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties.  As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially affect the financial condition, results of operations, and liquidity of Entergy, certain of the Utility operating companies, System Energy, or Entergy Wholesale Commodities. 

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially affect Entergy’s and  their results of operations, financial condition, and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy,and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s.  Older equipment may require more capital expenditures to keep each of these nuclear power plants operating safely and efficiently.  This equipment is also likely to require periodic upgrading and improvement.  Any unexpected failure, including failure associated with breakdowns, forced outages, or any unanticipated capital expenditures, could result in increased costs, some of which costs may not be fully recoverable by the Utility operating companies and System Energy in regulatory proceedings should there be a determination of imprudence.  Operations at any of the nuclear generating units owned and operated by Entergy’s subsidiaries could degrade to the point where the affected unit needs to be shut down or operated at less than full capacity.  If this were to happen, identifying and correcting the causes may require significant time and expense.  A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity.  For the Utility operating companies and System Energy, this could result in certain costs being stranded and potentially not fully recoverable in regulatory proceedings. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. In addition, the operation and maintenance of Entergy’s nuclear facilities require the commitment of substantial human resources that can result in increased costs.

The nuclear industry continues to address susceptibility to the effects of stress corrosion cracking and other corrosion mechanisms on certain materials within plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy’s nuclear power plants that may need to be replaced or refurbished, and in some cases, parts are no longer available and have to be reverse-engineered for replacement.  In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.


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The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel disposal facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs for the on-site storage of spent nuclear fuel.  The approval of a license for a national repository for the disposal of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs associated with on-site storage of spent nuclear fuel.  For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the NRC licensing of the Yucca Mountain repository is effectively at a standstill. These actions are prolonging the time before spent fuel is removed from Entergy’s plant sites.  Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act 55 financingof 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach.  Furthermore, Entergy is uncertain as to when the DOE will commence acceptance of spent fuel from its facilities for storage or disposal.  As a result, continuing future expenditures will be required to increase spent fuel storage capacity at the companies’ nuclear sites and maintenance costs on existing storage facilities, including aging management of fuel storage casks, may increase.  The costs of on-site storage are also affected by regulatory requirements for such storage.  In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the ability to fully decommission the nuclear units and the costs relating to decommissioning.  For further information regarding spent fuel storage, see the “Critical Accounting EstimatesNuclear Decommissioning CostsSpent Fuel Disposal” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 8 to the financial statements.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material effect on Entergy’s and their results of operations, financial condition, or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere.  The Price-Anderson Act limits each reactor owner’s public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool, which is referred to as Secondary Financial Protection, up to approximately $137.6 million per reactor.   With 99 reactors currently participating, this translates to a total public liability cap of approximately $14 billion per incident.  The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors.  As required by the Price-Anderson Act, the Utility operating companies, System Energy, and Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers, which is $450 million for each operating site.  Claims for any nuclear incident exceeding that amount are covered under Secondary Financial Protection.  As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the primary insurance coverage, each owner of a nuclear plant reactor, including Entergy’s Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary insurance level, up to a maximum of approximately $137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.238 billion).  The retrospective premium payment is currently limited to approximately $21 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $137.6 million cap.

NEIL is a utility industry mutual insurance company, owned by its members, including the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities plants. All member plants could be subject to an annual assessment (retrospective premium of up to 10 times current annual premium for all policies) should the NEIL surplus (reserve) be significantly depleted due toinsured losses.  As of December 31, 2018, the maximum annual assessment amounts total $118 million for the Utility plants.  Retrospective premium insurance

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available through NEIL’s reinsurance treaty can cover the potential assessments and the Entergy Wholesale Commodities plants currently maintain the retrospective premium insurance to cover those potential assessments.

As an owner of nuclear power plants, Entergy participates in industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event.  Any resulting liability from a nuclear accident may exceed the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition, or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

The decommissioning trust fund assets for the nuclear power plants owned by the Utility operating companies, System Energy and the Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if market performance and other changes decrease the value of assets in the decommissioning trusts, if one or more of Entergy’s nuclear power plants is retired earlier than the anticipated shutdown date, if the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require significant additional funding.
Owners of nuclear generating plants have an obligation to decommission those plants.  Certain of the Utility operating companies, System Energy, and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose.  Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies.  Those rate collections, as adjusted from time to time by rate regulators, are generally based upon operating license lives and trust fund balances as well as estimated trust fund earnings and decommissioning costs.  Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds.

Under NRC regulations, nuclear plant owners are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount that will be available in each nuclear power plant’s decommissioning trusts combined with any other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process, or the anticipated actual completion of decommissioning if a site-specific estimate is used. If the projected amount of each individual plant’s decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs required to decommission these nuclear power plants, or funding is otherwise inadequate, or if the formula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources or commitments would be required.  Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a plan for the provision of separate funding for spent fuel management costs.  In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of the Utility operating companies, System Energy, or Entergy Wholesale Commodities nuclear power plants or may restrict the decommissioning-related costs that can be paid from the decommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

An early plant shutdown (either generally or relative to current expectations), poor investment results or higher than anticipated decommissioning costs (including as a result of changing regulatory requirements) could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Utility operating

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companies, System Energy or the Entergy Wholesale Commodities nuclear plant owners may be required to provide significant additional funds or credit support to satisfy regulatory requirements for decommissioning, which, with respect to the Utility operating companies, may not be recoverable from customers in a timely fashion or at all.

For further information regarding nuclear decommissioning costs, management’s decision to exit the merchant power business, the impairment charges that resulted from such decision, and the planned sales of Pilgrim and Palisades (which will include the transfer of each entity’s decommissioning trust), see the “Critical Accounting Estimates- Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy, the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, and Notes 9 and 14 to the financial statements.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants.  Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s, and owners of Entergy Wholesale Commodities nuclear power plants.  Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates– Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation and decommissioning of Entergy’s nuclear power plants.

New and existing concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northern United States, which is where most of the current fleet of Entergy Wholesale Commodities nuclear power plants is located.  These concerns have led to, and may continue to lead to, various proposals to Federal regulators and governing bodies in some localities where Entergy’s subsidiaries own nuclear generating units for legislative and regulatory changes that might lead to the shutdown of nuclear units, additional requirements or restrictions related to spent nuclear fuel on-site storage and eventual disposal, or other adverse effects on owning, operating and decommissioning nuclear generating units.  Entergy vigorously responds to these concerns and proposals.  If any of the existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material effect on Entergy’s results of operations, financial condition, and liquidity.

(Entergy Corporation)

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized rate of return on their capital investments in non-utility businesses.  As a result, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.  As of December 31, 2018, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 98% in 2019, 94% in 2020, 91% in 2021, and 66% in 2022 of its generation portfolio’s planned energy output, reflecting the planned shutdown or sale of the Entergy Wholesale Commodities nuclear power plants by mid-2022.


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Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix.  The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not operating, the seller generally is not liable for damages.  For some unit-contingent obligations, however, there is also a guarantee of availability that provides for the payment to the power purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

Market prices may fluctuate substantially, sometimes over relatively short periods of time, and at other times experience sustained increases or decreases.  Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply.  During periods of over-supply, prices might be depressed.  Also, from time to time there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region. These conditions were primary factors leading to Entergy’s decision to shut down (or sell) Entergy Wholesale Commodities’ nuclear power plants before the end of their operating licenses (or requested operating licenses for Indian Point 2 and Indian Point 3).

The price that different counterparties offer for various products including forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements, and the number of available counterparties interested in contracting for the desired forward period.  Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities’ contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition, or liquidity.  New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Market and Credit Risk Sensitive Instruments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.  Since Entergy Wholesale Commodities has announced the closure (or sale) of its nuclear plants, Entergy Wholesale Commodities may enter into fewer forward sales contracts for output from such plants.

Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy’s control to a significant degree, are:

prevailing market prices for natural gas, uranium (and its conversion, enrichment, and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;
seasonality and realized weather deviations compared to normalized weather forecasts;
availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;
changes in production and storage levels of natural gas, lignite, coal and crude oil, and refined products;
liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;
the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;
electricity transmission, competing generation or fuel transportation constraints, inoperability, or inefficiencies;

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the general demand for electricity, which may be significantly affected by national and regional economic conditions;
weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;
the rate of growth in demand for electricity as a result of population changes, regional economic conditions, and the implementation of conservation programs or distributed generation;
regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities customers to enter into long-term contracts generally, and contracts for energy in particular;
increases in supplies due to actions of current Entergy Wholesale Commodities competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities, and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;
union and labor relations;
changes in Federal and state energy and environmental laws and regulations and other initiatives, such as the Regional Greenhouse Gas Initiative, including but not limited to, the price impacts of proposed emission controls;
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and
natural disasters, terrorist actions, wars, embargoes, and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive regulation under federal, state, and local laws. Compliance with the requirements under these various regulatory regimes may cause the Entergy Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity.  Each of the owners of the Entergy Wholesale Commodities nuclear power plants that generates electricity, as well as Entergy Nuclear Power Marketing, LLC, is a “public utility” under the Federal Power Act by virtue of making wholesale sales of electric energy and/or owning wholesale electric transmission facilities.  The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates.  The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions.  In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation.  If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules.  This could have an adverse effect on the rates the Entergy Wholesale Commodities business charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules imposed by the existing Independent System Operators.  The Independent System Operators that oversee most of the wholesale power markets may impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets.  These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale

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Commodities business’ generation facilities that sell energy and capacity into the wholesale power markets. Further, the New York Independent System Operator could determine that the timing of the shutdown of the Indian Point units could be inconsistent with its market power rules, and impose certain penalties that could affect Entergy Wholesale Commodities. For further information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

The regulatory environment applicable to the electric power industry is subject to changes as a result of restructuring initiatives at both the state and federal levels. Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business.  In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost of operating nuclear power plants, and have made proposals to re-regulate the markets, impose a generation tax, or require divestitures by generating companies to reduce their market share.  Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models.  If competitive restructuring of the electric power markets is reversed, modified, discontinued, or delayed, the Entergy Wholesale Commodities business’ results of operations, financial condition, and liquidity could be materially affected.

The power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material effect on Entergy’s results of operations, financial condition or liquidity.

Entergy reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from the operations of such assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets.  In particular, the assets of the Entergy Wholesale Commodities business are subject to further impairment in connection with the closure or sale of its nuclear power plants. Moreover, prior to the closure or sale of these plants, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows, a reduction in the expected remaining useful life of a unit, or a decline in observable industry market multiples could all result in potential additional impairment charges for the affected assets.

If Entergy concludes that any of its nuclear power plants is unlikely to operate through its planned shutdown date, which conclusion would be based on a variety of factors, such a conclusion could result in a further impairment of part or all of the carrying value of the plant.  Any impairment charge taken by Entergy with respect to its long-lived assets, including the power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Impairment of Long-lived Assets and Trust Fund Investments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and for further discussion of the impairment charges, see Note 14 to the financial statements.


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General Business

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices.  Disruptions in the capital and credit markets may adversely affect Entergy’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

Entergy’s business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms.  At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies and Entergy Wholesale Commodities.  In addition, Entergy’s and the Utility operating companies’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac systemin 2012.  The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs;costs, higher than expected pension contributions, an acceleration of payments or decreased credit lines, less cash flow from operations than expected, changes in regulation or governmental policy (including tax and (iv) grantedtrade policy), or other requested reliefunknown events, could cause the financing needs of Entergy and its subsidiaries to increase.  In addition, accessing the debt capital markets more frequently in these situations may result in an increase in leverage.  Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries’ ability to maintain and to expand their businesses.  Events beyond Entergy’s control may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities.  Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come up for renewal.  Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities.  If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation’s ability to sustain its current common stock dividend level.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

A downgrade in Entergy Corporations or its subsidiariescredit ratings could negatively affect Entergy Corporations and its subsidiariesability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments, or repay certain indebtedness.

There are a number of factors that rating agencies evaluate to arrive at credit ratings for each of Entergy Corporation and the Registrant Subsidiaries, including each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and financial strength and liquidity.  If one or more rating agencies downgrade Entergy Corporation’s, any of the Utility operating companies’, or System Energy’s ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases, and other agreements.


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Most of Entergy Corporation’s and its subsidiaries’ large customers, suppliers, and counterparties require sufficient creditworthiness to enter into transactions.  If Entergy Corporation’s or its subsidiaries’ ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas, and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. At December 31, 2018, based on power prices at that time, Entergy had liquidity exposure of $126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2018, Entergy would have been required to provide approximately $69 million of additional cash or letters of credit under some of the agreements. As of December 31, 2018, the liquidity exposure associated with storm reservesEntergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $310 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

Recent U.S. tax legislation may materially adversely affect Entergy’s financial condition, results of operations, and cash flows.

The recently enacted Tax Cuts and Jobs Act 55 financing of Hurricane Isaac system restoration costs.2017 significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, and altering the expensing of capital expenditures. The legislation and interpretive guidance from the IRS are unclear in certain respects and will require further interpretations and implementing regulations by the IRS, as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

As further described in Note 3 to the financial statements, Entergy Louisiana committed to passrecorded a reduction of certain of its net deferred income tax assets (including the value of its net operating loss carryforwards) and regulatory liabilities, resulting in a charge against earnings in the fourth quarter 2017 of $526 million, including a $34 million net-of-tax reduction of regulatory liabilities, and Entergy and the Utility operating companies recorded a reduction of approximately $3.7 billion on a consolidated basis in certain of its net deferred tax liabilities and a corresponding increase in net regulatory liabilities. As a result of amortization of accumulated deferred income taxes and payment of such amounts to customers in 2018, Entergy’s net regulatory liability for income taxes balance is $2.1 billion as of December 31, 2018. Depending on the outcome of IRS examinations or tax positions and elections that Entergy may make, Entergy and the Registrant Subsidiaries may be required to record additional charges or credits to income tax expense. Further, there may be other material effects resulting from the legislation that have not been identified.

Entergy believes that interpretations and implementing regulations by the IRS, as well as potential amendments and technical corrections, could result in lessening the impacts of certain aspects of this legislation. If Entergy is unable to successfully pursue avenues to manage the effects of the new tax legislation, or if additional interpretations, regulations, amendments, or technical corrections exacerbate the effects of the legislation, the legislation could have a minimummaterial effect on Entergy’s results of $30.8 millionoperations, financial condition, and cash flows.

For further information regarding the effects of customer benefits through annual customer creditsthe Act, see the “Income Tax Legislation” section of approximately $6.2 millionManagement’s Financial Discussion and Analysis for five years. ApprovalsEntergy. Also, Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, 55 financingsand Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.


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Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.

Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. For example, Entergy announced that on July 30, 2018, it entered into purchase and sale agreements with Holtec International to sell to a Holtec subsidiary (i) 100% of the equity interests in Entergy Nuclear Generation Company, the owner of the Pilgrim Nuclear Power Station, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of the Palisades Nuclear Power Plant and the Big Rock Point Site. In addition, as part of Entergy’s plan to exit the merchant power business, it plans to shut down its remaining merchant nuclear power plants by mid-2022. Last, as further described in the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy, a significant portion of Entergy’s utility business over the next several years includes the construction and /or purchase of a variety of generating units. These transactions and plans are or may become subject to regulatory approval and other material conditions or contingencies. The failure to complete these transactions or plans or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, these transactions, and any completed or future strategic transactions, involve substantial risks, including the following:

the disposition of a business or asset may involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities, or other current or contingent financial obligations;
Entergy may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner when it decides to sell an asset or a business, which could delay the accomplishment of its strategic objectives. Alternatively, Entergy may dispose of a business or asset at a price or on terms that are less than what it had anticipated, or with the exclusion of assets that must be divested or run off separately;
the disposition of a business could result in impairments and related write-offs of the carrying values of the relevant assets;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
Entergy and/or its subsidiaries may assume liabilities that were obtainednot disclosed to them, that exceed their estimates, or for which their rights to indemnification from the Louisiana Utilities Restorationseller are limited;
the disposition of a business, including Entergy’s planned exit from the merchant power business, could divert management’s attention from other business concerns;
Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable

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to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and
Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

Entergy may not be successful in managing these or any other significant risks that it may encounter in acquiring or divesting a business, or engaging in other strategic transactions, which could have a material effect on its business.

The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially affected.

Entergy’s and the Utility operating companies’ ability to complete construction of power generation facilities, or make other capital improvements, in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  These variables include, but are not limited to, project management expertise and escalating costs for materials, labor, and environmental compliance.  Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs,  downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale Commodities business may occur that may materially affect the schedule, cost, and performance of these projects.  If these projects or other capital improvements are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project.  In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost.

For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction and/or purchase of additional generation supply sources within the Utility operating companies’ service territory, and as to the Entergy Wholesale Commodities business, see the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs to fulfill their obligations related to environmental and other matters.

The businesses in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business operate are subject to extensive environmental regulation by local, state, and federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business conduct their operations and make capital expenditures.  These laws and regulations also affect how the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business manage air emissions, discharges to water, wetlands impacts, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, certain migratory birds and eagles, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting and enforcement discretion vested in the implementing agencies.  Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures.  Violations of these requirements can subject the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable

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permits or standards.  In addition, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances have been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions from generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, or are revised or withdrawn by the EPA, sometimes resulting in large-scale changes to anticipated regulatory regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes.  Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues are discussed below.

Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain, or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs.  For further information regarding environmental regulation and environmental matters, see the “Regulation of Entergys Business– Environmental Regulation” section of Part I, Item 1.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy’s business is subject to extensive and mandatory reliability standards.  Such standards, which are established by the North American Electric Reliability Corporation (NERC), the SERC Reliability Corporation (SERC), and other regional enforcement entities, are approved by the FERC and frequently are reviewed, amended, and supplemented.  Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards.  The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies.  In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets.  In addition, the retail regulators of the Utility operating companies may seek to impose standards governing the reliable operation of the Utility operating companies’ distribution systems, including penalties if these standards are not met. The changes to the reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities businesses.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, State Bond Commission.Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Weather, economic conditions, technological developments, and other factors may have a material impact on electricity and gas usage and otherwise materially affect the Utility operating companiesresults of operations.

Temperatures above normal levels in the summer tend to increase electric cooling demand and revenues, and temperatures below normal levels in the winter tend to increase electric and gas heating demand and revenues.  As a corollary, moderate temperatures in either season tend to decrease usage of energy and resulting revenues.  Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters.  Extreme weather conditions or storms,  however, may stress the Utility operating companies’ generation facilities and transmission and distribution

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systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction.  These extreme conditions could have a material effect on the Utility operating companies’ financial condition, results of operations, and liquidity.

Entergy’s electricity sales volumes are affected by a number of factors, including economic conditions, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, new technologies and self-generation alternatives, including the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting effect on Entergy’s operating results.  Others, such as the increasing adoption of energy efficient appliances, new building codes, distributed energy resources, energy storage, demand side management and new technologies such as rooftop solar are having a more permanent effect of reducing sales growth rates from historical norms. As a result of these emerging efficiencies and technologies, the Utility operating companies may lose customers or experience lower usage per customer in the residential and commercial classes, and further advances have the potential to limit sales growth in the future. The Utility operating companies also may face competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies. In addition, electricity sales to industrial customers, in particular, benefit from steady economic growth and favorable commodity prices; however, they are sensitive to changes in conditions in the markets in which its customers operate.  Any negative change in any of these or other factors has the potential to result in slower sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase renewable energy requirements or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.  For example, in response to the United States Supreme Court’s 2007 decision holding that the EPA has authority to regulate emissions of CO2 and other “greenhouse gases” under the Clean Air Act, the EPA, various environmental interest groups, and other organizations focused considerable attention on CO2 emissions from power generation facilities and their potential role in climate change.  In 2010, the EPA promulgated its first regulations controlling greenhouse gas emissions from certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units.  During 2012 and 2014, the EPA proposed CO2 emission standards for new and existing sources. The EPA finalized these standards in 2015; however, in subsequent years the EPA has proposed to repeal and replace certain of those regulations. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California. The impact that continued changes in the governmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions is currently unclear.

Developing and implementing plans for compliance with greenhouse gas emissions reduction or renewable energy requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects; moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.  These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.  To

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the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might deny or defer timely recovery of these costs.  Future changes in environmental regulation governing the emission of CO2 and other greenhouse gases or mix of generation sources could make some of Entergy’s electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries.  In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.  These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.  Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.  A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, and lower customer satisfaction.  Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.  Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.  Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.  Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.  Accordingly, water availability and quality are critical to Entergy’s business operations.  Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.  Entergy also obtains and operates in substantial compliance with water discharge permits issued under various provisions of the Clean Water Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater aquifer volumes, and similar conditions.  The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.


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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially affect Entergy’s and its subsidiaries’ results of operations, financial condition, and liquidity.

To manage near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, coal, refined products, and other commodities, within established risk management guidelines.  As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.  However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time.  In addition, Entergy also elects to leave certain volumes during certain years unhedged.  To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy’s and its subsidiaries’ results of operations and financial position.

Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities.  As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations, or financial position.

Entergy’s over-the-counter financial derivatives are subject to rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Entergy cannot predict the impact any proposed or not fully-implemented final rules will have on its ability to hedge its commodity price risk or on over-the-counter derivatives markets as a whole, but such rules and regulations could have a material effect on Entergy's risk exposure, as well as reduce market liquidity and further increase the cost of hedging activities.

Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities.  Reductions in Entergy’s or its subsidiaries’ credit quality or changes in the market prices of energy commodities could increase the cash or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy’s or its subsidiaries’ liquidity and financial position.

The Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations.  Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Entergy or its subsidiaries.  If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, which credit support may not always be adequate to cover the related obligations.  In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.  In addition, the credit commitments of Entergy’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources.

Market performance and other changes may decrease the value of benefit plan assets, which then could require additional funding and result in increased benefit plan costs.


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The performance of the capital markets affects the values of the assets held in trust under Entergy’s pension and postretirement benefit plans.  A decline in the market value of the assets may increase the funding requirements relating to Entergy’s benefit plan liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs.  Volatility in the capital markets has affected the market value of these assets, which may affect Entergy’s planned levels of contributions in the future.  Additionally, changes in interest rates affect the liabilities under Entergy’s pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding and recognition of higher liability carrying costs.  The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations.  For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the financial statements.

The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters.  The states in which the Utility operating companies operate, in particular Louisiana, Mississippi, and Texas, have proven to be unusually litigious environments.  Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases.  Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

Domestic or international terrorist attacks, cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ or their suppliers’ technology systems may adversely affect Entergy’s results of operations.

As an operator of critical infrastructure, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism and cyber attacks, by domestic or foreign actors, whether as a direct act against one of Entergy’s generation, transmission or distribution facilities, or operations centers, or infrastructure and information technology systems used to manage, monitor, and transport power to customers and perform day-to-day business functions. In addition, Entergy has increased its use of and reliance on the Internet in connection with its initiatives, including smart-grid-related projects. The Internet is inherently vulnerable and subject to disability or failure due to malicious activity, viruses, and other types of security events that would heighten the risk of a cyber attack. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct its business. While malware was discovered on Entergy’s business network in 2018, and was remediated on a timely basis, it did not affect Entergy’s operational systems, generation plants (including nuclear), or transmission and distribution networks, nor did it have a material effect on Entergy’s business operations. Additionally, within Entergy’s industry, there have been attacks on energy infrastructure. Although it appears that the impact of such attacks on operations has been minimal to date, there may be more attacks in the future and the impact of such attacks may be significant. This risk may be enhanced by the efforts of cyber actors associated with governments that have carried out campaigns of cyber-enabled theft targeting global technology service providers and their customers. The Utility operating companies also face heightened risk of an act or threat by cyber criminals intent on accessing personal information for the purpose of committing identity theft, taking company-sensitive data, or disrupting their ability to operate.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with mandatory and prescriptive reliability and security standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential existing and new threats that could lead to

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unauthorized access to or loss of availability of critical systems essential to the reliable operation of Entergy’s electric system. Moreover, the functionality of Entergy’s technology systems depends on both its and third-party systems to which Entergy is connected directly or indirectly (such as systems belonging to suppliers, vendors and contractors, including cloud-service providers supporting business operations). While Entergy has processes in place to assess systems of certain of these suppliers, vendors and contractors, Entergy does not ultimately control the adequacy of their defenses against cyber and other attacks, but has implemented oversight measures to assess maturity and manage third-party risk. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.
Any such attacks, failures or breaches could have a material effect on Entergy’s and the Utility operating companies’ business, financial condition, results of operations or reputation. Insurance may not be adequate to cover losses that might arise in connection with these events. The risk of such attacks, failures, or breaches may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its power generation, transmission, and distribution assets and other facilities, such as additional physical facility security and security personnel, and for systems to protect its information technology and network infrastructure systems. Such events may also expose Entergy to an increased risk of litigation (and associated damages and fines).

(Entergy New Orleans)

The effect of higher purchased gas cost charges to customers taking gas service may adversely affect Entergy New Orleans’s results of operations and liquidity.

Gas rates charged to retail gas customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy New Orleans, and distribution charges, which provide a return or profit to the utility.  Distribution charges are affected by the amount of gas sold to customers.  Purchased gas cost charges, which comprise most of a customer’s bill and may be adjusted monthly, represent gas commodity costs that Entergy New Orleans recovers from its customers.  Entergy New Orleans’s cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers occurs.  When purchased gas cost charges increase substantially reflecting higher gas procurement costs incurred by Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy New Orleans, which could adversely affect results of operations.

(System Energy)

System Energy owns and, through an affiliate, operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf.  Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy.  The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which expires in November 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.


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For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy (including the Capital Funds Agreement), see Notes 8 and 10 to the financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries.  Accordingly, all of its operations are conducted by its subsidiaries.  Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and to pay dividends on its common stock depends on the payment to it of dividends or distributions by its subsidiaries.  The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions.  Provisions in the articles of incorporation of certain of Entergy Corporation’s subsidiaries restrict the payment of cash dividends to Entergy Corporation.  For further information regarding dividend or distribution restrictions to Entergy Corporation, see Note 7 to the financial statements.


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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In November 2017, Entergy Arkansas filed an application with the APSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s filing. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $112.9 million primarily due to a lower effective income tax rate and higher net revenue, each after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes, partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and lower other income.

2017 Compared to 2016

Net income decreased $27.4 million primarily due to higher nuclear refueling outage expenses, higher depreciation and amortization expenses, higher taxes other than income taxes, and higher interest expense, partially offset by higher other income.


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Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,522.6
Return of unprotected excess accumulated deferred income taxes to customers(367.7)
Formula rate plan regulatory provision(35.1)
Retail electric price84.8
Volume/weather86.5
Other14.7
2018 net revenue
$1,305.8

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The formula rate plan regulatory provision is due to a provision recorded in the fourth quarter 2018 in connection with the 2019 formula rate plan filing that will be made in July 2019 associated with 2018. The provision is the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on common equity. See Note 2 to the financial statements for a discussion of the August 2014formula rate plan.
The retail electric price variance is primarily due to an increase in formula rate plan rates effective with the first billing cycle of January 2018 and an increase in the energy efficiency rider effective January 2018, each as approved by the APSC. See Note 2 to the financial statements for further discussion of the formula rate plan filing.
The volume/weather variance is primarily due to an increase of 1,637 GWh, or 8%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to a new customer in the primary metals industry and an increase in demand from mid-size to small customers.    
2017 Compared to 2016

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 2017 to 2016.

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Amount
(In Millions)
2016 net revenue
$1,520.5
Retail electric price33.8
Opportunity sales5.6
Asset retirement obligation(14.8)
Volume/weather(29.0)
Other6.5
2017 net revenue
$1,522.6

The retail electric price variance is primarily due to the implementation of formula rate plan rates effective with the first billing cycle of January 2017 and an increase in base rates effective February 24, 2016, each as approved by the APSC. A significant portion of the base rate increase was related to the purchase of Power Block 2 of the Union Power Station in March 2016. The increase was partially offset by decreases in the energy efficiency rider, as approved by the APSC, effective April 2016 and January 2017. See Note 2 to the financial statements for further discussion of the rate case and formula rate plan filings. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The opportunity sales variance results from the estimated net revenue effect of the 2017 and 2016 FERC orders in the opportunity sales proceeding attributable to wholesale customers. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and decommissioning trust fund earnings plus asset retirement obligation-related costs collected in revenue. The variance is primarily caused by a decrease in regulatory credits because of an increase in decommissioning trust fund earnings, including portfolio rebalancing for the ANO 1 and ANO 2 decommissioning trust funds.
The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales during the billed and unbilled sales periods. The decrease was partially offset by an increase of 733 GWh, or 11%, in industrial usage primarily due to a new customer in the primary metals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $16 million in energy efficiency costs;
an increase of $10.4 million in fossil-fueled generation expenses primarily due to higher long-term service agreement costs and higher labor costs in 2018 as compared to 2017;
an increase of $4.4 million in information technology expenses primarily due to higher labor costs and higher contract costs; and
an increase of $4 million as a result of the amount of transmission costs allocated by MISO.

The increase was partially offset by higher nuclear insurance refunds of $6.5 million and the receipts of stator-related settlements of $6.2 million in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.


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Other income decreased primarily due to changes in decommissioning trust fund investment activity, including portfolio rebalancings for the decommissioning trust funds in 2018 and 2017.

2017 Compared to 2016

Nuclear refueling outage expenses increased primarily due to the amortization of higher costs associated with the most recent outages compared to previous outages.

Other operation and maintenance expenses increased primarily due to:

the deferral in the first quarter 2016 of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC as part of the 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement;
an increase of $9.5 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs and higher labor costs, including contract labor;
an increase of $5.9 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016; and
the effect of recording in July 2016 the final court decision in a lawsuit against the DOE related to spent nuclear fuel storage costs. The damages awarded included the reimbursement of $5.5 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for further discussion of Entergy Arkansas’s spent nuclear fuel litigation.

The increase was partially offset by:

a decrease of $16 million in nuclear generation expenses primarily due to a decrease in regulatory compliance costs compared to the prior year, partially offset by higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals. The decrease in regulatory compliance costs is primarily related to NRC inspection activities in 2016 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and subsequent NRC reviews;
a decrease of $11.5 million in energy efficiency expenses primarily due to the timing of recovery from customers; and
a decrease of $5.2 million in fossil-fueled generation expenses primarily due to lower long-term service agreement costs, partially offset by an overall higher scope of work including plant outages in 2017 as compared to 2016.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes primarily due to higher assessments and higher millage rates and an increase in local franchise taxes primarily due to higher billing factors.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Block 2 of the Union Power Station purchased in March 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 compared to 2016 on the decommissioning trust fund investments, including portfolio rebalancings for the decommissioning trust funds.

Interest expense increased primarily due to:

an increase of $3.3 million in estimated interest expense recorded in connection with the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding;

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and
the issuance in May 2017 of $220 million of 3.5% Series first mortgage bonds and the issuance in June 2016 of $55 million of 3.5% Series first mortgage bonds, partially offset by the redemption in July 2016 of $60 million of 6.38% Series first mortgage bonds and the redemption in February 2016 of $175 million of 5.66% Series first mortgage bonds. See Note 5 to the financial statements for further discussion of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 were 669.7%, 40.1%, and 39.2%, respectively. The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$6,216
 
$20,509
 
$9,135
      
Net cash provided by (used in):   
  
Operating activities211,825
 555,556
 676,511
Investing activities(688,727) (829,312) (947,995)
Financing activities470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents(6,097) (14,293) 11,374
      
Cash and cash equivalents at end of period
$119
 
$6,216
 
$20,509

Operating Activities

Net cash flow provided by operating activities decreased $343.7 million in 2018 primarily due to:

the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act;
payments of $135 million to the other Utility operating companies as a result of a compliance filing made in response to the FERC’s October 2018 order in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and

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income tax payments of $44.4 million in 2018 compared to income tax refunds of $8.1 million in 2017. Entergy Arkansas had income tax payments in 2018 and income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 audit. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses.

The decrease was partially offset by:

the timing of recovery of fuel and purchased power costs;
the effect of favorable weather on billed sales;
the timing of collection of receivables from customers; and
a decrease of $15.6 million in pension contributions in 2018. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

Net cash flow provided by operating activities decreased $121 million in 2017 primarily due to income tax refunds of $8.1 million in 2017 compared to income tax refunds of $135.7 million in 2016. Entergy Arkansas had income tax refunds in 2016 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses. The 2016 income tax refunds resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit. See Note 3 to the financial statements for a discussion of the income tax audit.

Investing Activities

Net cash flow used in investing activities decreased $140.6 million in 2018 primarily due to:

a decrease of $62.4 million in nuclear construction expenditures primarily due to a lower scope of work performed on various nuclear projects in 2018 as compared to 2017;
a decrease of $55.8 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle; and
a decrease of $23.5 million in fossil-fueled generation construction expenditures primarily due to the timing of outages and a lower scope of work performed on various projects in 2018 as compared to 2017.

Net cash flow used in investing activities decreased $118.7 million in 2017 primarily due to the purchase of Power Block 2 of the Union Power Station in March 2016 for approximately $237 million and a decrease of $35.5 million in transmission construction expenditures primarily due to a lower scope of work performed in 2017 as compared to 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The decrease was partially offset by:

an increase of $50.4 million in nuclear construction expenditures primarily due to a higher scope of work performed on various nuclear projects in 2017 as compared to 2016;
an increase of $37.7 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;
an increase of $32.9 million in information technology construction expenditures primarily due to increased spending on substation technology upgrades;
an increase of $22.3 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed on various projects in 2017 as compared to 2016; and
an increase of $11.2 million due to increased spending on advanced metering infrastructure.


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Financing Activities

Entergy Arkansas’s cash provided by financing activities increased $211.3 million in 2018 primarily due to:

a $350 million capital contribution from Entergy Corporation in May 2018 in anticipation of the return of unprotected excess accumulated deferred income taxes to customers and upcoming planned capital investments;
the repayment, in 2017, of Entergy Arkansas nuclear fuel company variable interest entity’s $60 million of 2.62% Series K notes;
the repayment, in 2017, of $54.7 million of 1.55% pollution control revenue bonds;
net long-term borrowings of $34.7 million in 2018 on the Entergy Arkansas nuclear fuel company variable interest entity credit facility; and
the issuance of $250 million of 4.0% Series first mortgage bonds in May 2018 as compared to the issuance of $220 million of 3.5% Series first mortgage bonds in May 2017.

The increase was partially offset by:

net repayments of short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2018 as compared to net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017;
money pool activity;
an increase of $76.8 million in common equity distributions paid in 2018 primarily to maintain Entergy Arkansas’s target capital structure; and
the redemption of $31 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock 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 $16.6 million in 2018 compared to increasing by $114.9 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow provided by financing activities decreased $23.4 million in 2017 primarily due to:

a $200 million capital contribution received from Entergy Corporation in March 2016 primarily in anticipation of Entergy Arkansas’s purchase of Power Block 2 of the Union Power Station;
the net issuance of $119.1 million of long-term debt in 2017 compared to the net issuance of $189.1 million of long-term debt in 2016; and
$15 million in common stock dividends paid in 2017 primarily to maintain Entergy Arkansas’s target capital structure. There were no common stock dividends paid in 2016 in anticipation of the purchase of Power Block 2 of the Union Power Station.

The decrease was partially offset by:

money pool activity;
the redemptions of $75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock in 2016; and
net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017 compared to net repayments of $11.7 million in 2016.

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 $114.9 million in 2017 compared to decreasing by $1.5 million in 2016.

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See Note 5 to the financial statements for further details of long-term debt.

Capital Structure

Entergy Arkansas’s debt to capital ratio is shown in the following table. The decrease in the debt to capital ratio for Entergy Arkansas is primarily due to the $350 million capital contribution from Entergy Corporation in 2018.

 December 31,
2018
 December 31,
2017
Debt to capital52.0% 55.5%
Effect of excluding the securitization bonds(0.2%) (0.3%)
Debt to capital, excluding securitization bonds (a)51.8% 55.2%
Effect of subtracting cash—% —%
Net debt to net capital, excluding securitization bonds (a)51.8% 55.2%

(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. 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.

Entergy Arkansas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Arkansas may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Arkansas may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Arkansas requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Arkansas’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:   
  
Generation
$210
 
$220
 
$385
Transmission145
 95
 65
Distribution245
 270
 290
Utility Support130
 100
 75
Total
$730
 
$685
 
$815

Following are the amounts of Entergy Arkansas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023
 after 2023 Total
 (In Millions)
Long-term debt (a)
$136
 
$780
 
$489
 
$4,128
 
$5,533
Operating leases
$20
 
$26
 
$17
 
$24
 
$87
Purchase obligations (b)
$525
 
$966
 
$619
 
$3,800
 
$5,910

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Arkansas currently expects to contribute approximately $27.1 million to its qualified pension plans and approximately $501 thousand to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.  See “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Arkansas has $124.8 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Arkansas includes specific investments, such as transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including advanced meters and related investments; resource planning, including potential generation projects; system improvements; investments in ANO 1 and 2; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt maturities in Note 5 to the financial statements.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Arkansas pays distributions from its earnings at a percentage determined monthly.


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Advanced Metering Infrastructure (AMI)

In September 2016, Entergy Arkansas filed an application seeking a finding from the APSC that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings, and the 2018 costs were approved in the 2017 formula rate plan filing. In June 2017 the APSC staff and Arkansas Attorney General filed direct testimony. The APSC staff generally supported Entergy Arkansas’s AMI deployment conditioned on various recommendations. The Arkansas Attorney General’s consultant primarily recommended denial of Entergy Arkansas’s application but alternatively suggested recommendations in the event the APSC approves Entergy Arkansas’s proposal. Entergy Arkansas filed rebuttal testimony in June 2017, substantially accepting the APSC staff’s recommendations. In August 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement. In October 2017 the APSC issued an order finding that Entergy Arkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized over 15 years.

Sources of Capital

Entergy Arkansas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Arkansas may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.

All debt and common and preferred membership interest issuances by Entergy Arkansas require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in Entergy Arkansas’s bond indentures and other agreements.  Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Arkansas’s payables to the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$182,738 $166,137 $51,232 $52,742

See Note 4 to the financial statements for a description of the money pool.


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Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in September 2023. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2019.  The $150 million credit facility includes fronting commitments for the issuance of letters of credit against $5 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facilities. In addition, Entergy Arkansas is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO. As of December 31, 2018, a $1 million letter of credit was outstanding under Entergy Arkansas’s uncommitted letter of credit facility. See Note 4 to the financial statements for further discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $80 million scheduled to expire in September 2021.  As of December 31, 2018, $59.6 million in loans were outstanding under the Entergy Arkansas nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for further discussion of the nuclear fuel company variable interest entity credit facility.

Entergy Arkansas obtained authorization from the FERC through November 2020 for short-term borrowings not to exceed an aggregate amount of $250 million at any time outstanding and borrowings by its nuclear fuel company variable interest entity. See Note 4 to the financial statements for further discussion of Entergy Arkansas’s short-term borrowing limits. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the FERC. The APSC has concurrent jurisdiction over Entergy Arkansas’s first mortgage bond/secured issuances. Entergy Arkansas has obtained long-term financing authorization from the FERC that extends through November 2020. Entergy Arkansas has obtained first mortgage bond/secured financing authorization from the APSC that extends through December 2020.

State and Local Rate Regulation and Fuel-Cost Recovery

Retail Rates

2015 Base Rate Filing
In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.


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2016 Formula Rate Plan Filing

In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016 a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved a settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017. In April 2017, Entergy Arkansas filed a motion consented to by all parties requesting that it be permitted to submit the supplemental information requested by the APSC in conjunction with its 2017 formula rate plan filing, which was subsequently made in July 2017 and is discussed below. In May 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a concurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that projected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.

2018 Formula Rate Plan Filing

In July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7

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million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in February 2019, and the APSC has not indicated when a decision on those issues can be expected.

Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018 Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section in Note 2 to the financial statements.  

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

Energy Cost Recovery Rider

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


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In January 2014, Entergy Arkansas filed a motion with the APSC relating to its upcoming energy cost rate redetermination filing that was made in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude from the redetermination of its 2014 energy cost rate $65.9 million of incremental fuel and replacement energy costs incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information was available regarding various claims associated with the ANO stator incident. In February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act 55are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018, the APSC general staff notified Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocated the energy generated by Entergy System resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity; and (c) violated the provision of the System Agreement that prohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challenged sales made beginning in 2002 and requested refunds.  In

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July 2009 the Utility operating companies filed a response to the complaint arguing among other things that the System Agreement contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

After a hearing, the ALJ issued an initial decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  The FERC in its decision established further hearing procedures to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision. The hearing was held in May 2013 and the ALJ issued an initial decision in August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order denied Entergy’s request for rehearing and affirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order arguing that payments made by Entergy Arkansas should be reduced as a result of the timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy

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Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2017. In July 2017 the ALJ issued an initial decision addressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017 the Utility operating companies, the LPSC, the APSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:
 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Arkansas owns and, through an affiliate, operates the ANO 1 and ANO 2 nuclear power plants.  Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial

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requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. ANO 1’s operating license expires in 2034 and ANO 2’s operating license expires in 2038.

See Note 8 to the financial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in the “multiple/repetitive degraded cornerstone column,” or Column 4.

Environmental Risks

Entergy Arkansas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Impairment of Long-lived Assets and Trust Fund Investments

See “Impairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the impairment of long-lived assets and trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Arkansas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Costs and Sensitivities

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $2,620 $39,773
Rate of return on plan assets (0.25%) $2,782 $—
Rate of increase in compensation 0.25% $1,338 $6,238

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $59 
$5,337
Health care cost trend 0.25% $220 
$3,805


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

Costs and Funding

Total qualified pension cost for Entergy Arkansas in 2018 was $43 million.  Entergy Arkansas anticipates 2019 qualified pension cost to be $44.4 million. Entergy Arkansas contributed $64.1 million to its qualified pension plan in 2018 and estimates pension contributions will be approximately $27.1 million in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.

Total other postretirement health care and life insurance benefit income for Entergy Arkansas in 2018 was $10.2 million.  Entergy Arkansas expects 2019 postretirement health care and life insurance benefit income of approximately $12.5 million.  Entergy Arkansas contributed $195 thousand to its other postretirement plans in 2018 and estimates 2019 contributions will be approximately $501 thousand.
Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits -Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Note 1 to the financial statements for a discussion of new accounting pronouncements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors of
Entergy Arkansas, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Arkansas, LLC and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, cash flows and changes in member’s equity (pages 325 through 330 and applicable items in pages 53 through 237), for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 26, 2019


We have served as the Company’s auditor since 2001.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$2,060,643
 
$2,139,919
 
$2,086,608
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 517,245
 402,777
 325,036
Purchased power 252,390
 230,652
 233,350
Nuclear refueling outage expenses 77,915
 83,968
 56,650
Other operation and maintenance 724,831
 694,157
 693,181
Decommissioning 60,420
 56,860
 53,610
Taxes other than income taxes 104,771
 103,662
 93,109
Depreciation and amortization 292,649
 277,146
 264,215
Other regulatory charges (credits) - net (14,807) (16,074) 7,737
TOTAL 2,015,414
 1,833,148
 1,726,888
       
OPERATING INCOME 45,229
 306,771
 359,720
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 16,557
 18,452
 17,099
Interest and investment income 25,406
 35,882
 19,087
Miscellaneous - net (14,874) (13,967) (14,838)
TOTAL 27,089
 40,367
 21,348
       
INTEREST EXPENSE  
  
  
Interest expense 124,459
 122,075
 115,311
Allowance for borrowed funds used during construction (7,781) (8,585) (9,228)
TOTAL 116,678
 113,490
 106,083
       
INCOME (LOSS) BEFORE INCOME TAXES (44,360) 233,648
 274,985
       
Income taxes (297,067) 93,804
 107,773
       
NET INCOME 252,707
 139,844
 167,212
       
Preferred dividend requirements 1,249
 1,428
 5,270
       
EARNINGS APPLICABLE TO COMMON EQUITY 
$251,458
 
$138,416
 
$161,942
       
See Notes to Financial Statements.  
  
  

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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS



 
For the Years Ended December 31,
 
2018
2017
2016
 
(In Thousands)
OPERATING ACTIVITIES      
Net income 
$252,707
 
$139,844
 
$167,212
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 443,698
 427,394
 414,933
Deferred income taxes, investment tax credits, and non-current taxes accrued 129,524
 67,711
 201,219
Changes in assets and liabilities:  
  
  
Receivables 4,294
 (23,397) (39,118)
Fuel inventory 6,210
 3,402
 29,929
Accounts payable (126,405) 16,011
 143,645
Prepaid taxes and taxes accrued 9,568
 40,127
 37,485
Interest accrued 678
 1,635
 (3,303)
Deferred fuel costs 43,869
 33,190
 (105,741)
Other working capital accounts (30,118) 15,087
 (46,490)
Provisions for estimated losses 14,250
 16,047
 13,130
Other regulatory assets 32,460
 (76,762) (95,464)
Other regulatory liabilities (341,682) 1,043,507
 62,994
Deferred tax rate change recognized as regulatory liability/asset 
 (1,047,837) 
Pension and other postretirement liabilities (40,157) (70,826) (36,805)
Other assets and liabilities (187,071) (29,577) (67,115)
Net cash flow provided by operating activities 211,825
 555,556
 676,511
INVESTING ACTIVITIES  
  
  
Construction expenditures (660,044) (735,816) (666,289)
Allowance for equity funds used during construction 17,013
 19,211
 17,754
Nuclear fuel purchases (99,417) (151,424) (102,050)
Proceeds from sale of nuclear fuel 54,810
 51,029
 39,313
Proceeds from nuclear decommissioning trust fund sales 300,801
 339,434
 197,390
Investment in nuclear decommissioning trust funds (315,163) (352,138) (213,093)
Payment for purchase of plant 
 
 (237,323)
Insurance proceeds 14,790
 
 10,404
Other (1,517) 392
 5,899
Net cash flow used in investing activities (688,727)
(829,312)
(947,995)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 958,434
 294,656
 817,563
Retirement of long-term debt (690,488) (175,560) (628,433)
Capital contribution from parent 350,000
 
 200,000
Redemption of preferred stock (32,660) 
 (85,283)
Change in money pool payable - net 16,601
 114,905
 (1,510)
Changes in short-term borrowings - net (49,974) 49,974
 (11,690)
Distributions/dividends paid:  
  
  
Common equity (91,751) (15,000) 
Preferred stock (1,606) (1,428) (6,631)
Other 12,249
 (8,084) (1,158)
Net cash flow provided by financing activities 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents (6,097) (14,293) 11,374
Cash and cash equivalents at beginning of period 6,216
 20,509
 9,135
Cash and cash equivalents at end of period 
$119
 
$6,216
 
$20,509
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$118,731
 
$115,162
 
$112,912
Income taxes 
$44,393
 
($8,141) 
($135,709)
See Notes to Financial Statements.
 

 

 

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$118
 
$6,184
Temporary cash investments 1
 32
Total cash and cash equivalents 119
 6,216
Securitization recovery trust account 4,666
 3,748
Accounts receivable:  
  
Customer 94,348
 110,016
Allowance for doubtful accounts (1,264) (1,063)
Associated companies 48,184
 38,765
Other 64,393
 65,209
Accrued unbilled revenues 108,092
 105,120
Total accounts receivable 313,753
 318,047
Deferred fuel costs 19,235
 63,302
Fuel inventory - at average cost 23,148
 29,358
Materials and supplies - at average cost 196,314
 192,853
Deferred nuclear refueling outage costs 78,966
 56,485
Prepayments and other 14,553
 12,108
TOTAL 650,754
 682,117
     
OTHER PROPERTY AND INVESTMENTS  
  
Decommissioning trust funds 912,049
 944,890
Other 5,480
 3,160
TOTAL 917,529
 948,050
     
UTILITY PLANT  
  
Electric 11,611,041
 11,059,538
Construction work in progress 243,731
 280,888
Nuclear fuel 220,602
 277,345
TOTAL UTILITY PLANT 12,075,374
 11,617,771
Less - accumulated depreciation and amortization 4,864,818
 4,762,352
UTILITY PLANT - NET 7,210,556
 6,855,419
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $14,329 as of December 31, 2018 and $28,583 as of December 31, 2017) 1,534,977
 1,567,437
Deferred fuel costs 67,294
 67,096
Other 20,486
 13,910
TOTAL 1,622,757
 1,648,443
     
TOTAL ASSETS 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Short-term borrowings 
$—
 
$49,974
Accounts payable:  
  
Associated companies 251,768
 365,915
Other 187,387
 215,942
Customer deposits 99,053
 97,687
Taxes accrued 56,889
 47,321
Interest accrued 18,893
 18,215
Current portion of unprotected excess accumulated deferred income taxes 99,316
 
Other 23,943
 29,922
TOTAL 737,249
 824,976
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 1,085,545
 1,190,669
Accumulated deferred investment tax credits 32,903
 34,104
Regulatory liability for income taxes - net 505,748
 985,823
Other regulatory liabilities 402,668
 363,591
Decommissioning 1,048,428
 981,213
Accumulated provisions 48,979
 34,729
Pension and other postretirement liabilities 313,295
 353,274
Long-term debt (includes securitization bonds of $20,898 as of December 31, 2018 and $34,662 as of December 31, 2017) 3,225,759
 2,952,399
Other 17,919
 5,147
TOTAL 6,681,244
 6,900,949
     
Commitments and Contingencies 

 

     
Preferred stock without sinking fund 
 31,350
     
EQUITY  
  
Member's equity 2,983,103
 2,376,754
TOTAL 2,983,103
 2,376,754
     
TOTAL LIABILITIES AND EQUITY 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,891,658
Net income167,212
Capital contributions from parent200,000
Capital stock redemption(283)
Preferred stock dividends(5,270)
Balance at December 31, 2016
$2,253,317
Net income139,844
Common equity distributions(15,000)
Preferred stock dividends(1,428)
Other21
Balance at December 31, 2017
$2,376,754
Net income252,707
Capital contributions from parent350,000
Common equity distributions(91,751)
Non-cash contribution from parent94,335
Preferred stock dividends(1,249)
Other2,307
Balance at December 31, 2018
$2,983,103
See Notes to Financial Statements.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
           
  2018 2017 2016 2015 2014
  (In Thousands)
           
Operating revenues 
$2,060,643
 
$2,139,919
 
$2,086,608
 
$2,253,564
 
$2,172,391
Net income 
$252,707
 
$139,844
 
$167,212
 
$74,272
 
$121,392
Total assets 
$10,401,596
 
$10,134,029
 
$9,606,117
 
$8,747,774
 
$8,777,655
Long-term obligations (a) 
$3,225,759
 
$2,983,749
 
$2,746,435
 
$2,691,189
 
$2,757,423
           
(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.
           
  2018 2017 2016 2015 2014
  (Dollars In Millions)
           
Electric Operating Revenues:  
  
  
  
  
Residential 
$807
 
$768
 
$789
 
$824
 
$755
Commercial 426
 495
 495
 515
 461
Industrial 434
 472
 446
 477
 424
Governmental 17
 19
 18
 20
 18
Total retail 1,684
 1,754
 1,748
 1,836
 1,658
Sales for resale:  
  
  
  
  
Associated companies 104
 128
 49
 128
 131
Non-associated companies 145
 121
 118
 195
 282
Other 128
 137
 172
 95
 101
Total 
$2,061
 
$2,140
 
$2,087
 
$2,254
 
$2,172
           
Billed Electric Energy Sales (GWh):    
  
  
  
Residential 8,248
 7,298
 7,618
 8,016
 8,070
Commercial 5,967
 5,825
 5,988
 6,020
 5,934
Industrial 8,071
 7,528
 6,795
 6,889
 6,808
Governmental 239
 237
 237
 235
 238
Total retail 22,525
 20,888
 20,638
 21,160
 21,050
Sales for resale:  
  
  
  
  
Associated companies 1,773
 1,782
 1,609
 2,239
 2,299
Non-associated companies 6,447
 6,549
 7,115
 7,980
 8,003
Total 30,745
 29,219
 29,362
 31,379
 31,352


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $359.3 million primarily due to a lower effective income tax rate and higher other income, partially offset by higher depreciation and amortization expenses and higher other operation and maintenance expenses.

2017 Compared to 2016

Net income decreased $305.7 million primarily due to the effect of the enactment of the Tax Cuts and Jobs Act, in December 2017, which resulted in a decrease of $182.6 million in net income in 2017, and the effect of a settlement with the IRS related to the 2010-2011 IRS audit, which resulted in a $136.1 million reduction of income tax expense in 2016. Also contributing to the decrease in net income were higher other operation and maintenance expenses. The decrease was partially offset by higher net revenue and higher other income. See Note 3 to the financial statements for discussion of the effects of the Tax Cuts and Jobs Act and the IRS audit.

Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$2,560.5
Return of unprotected excess accumulated deferred
  income taxes to customers
(141.1)
Regulatory credit in 2017 resulting from reduction of
  the federal corporate income tax rate
(55.5)
Retail electric price(32.3)
Volume/weather68.7
Other15.9
2018 net revenue
$2,416.2

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through changes in the formula rate plan, effective May 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Legislature.Act 55 financing savings obligation regulatory liabilities by $25 million, as a result of the

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enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to regulatory charges of $73.1 million recorded in 2018 to reflect the effects of a provision in the settlement reached in the formula rate plan extension proceeding to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease were increases resulting from an increase in retail formula rate plan revenues, implemented with the first billing cycle of September 2018, and increases resulting from lower Grand Gulf purchased power expenses. See Note 2 to the financial statements for further discussion of the formula rate plan extension proceeding.

The volume/weather variance is primarily due to an increase of 907 GWh, or 2%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was partially offset by a decrease in industrial usage primarily due to a decrease in demand from existing customers.

2017 Compared to 2016

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 2017 to 2016.
Amount
(In Millions)
2016 net revenue
$2,438.4
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
55.5
Retail electric price42.8
Louisiana Act 55 financing savings obligation17.2
Volume/weather(12.4)
Other19.0
2017 net revenue
$2,560.5

The regulatory credit resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to an increase in formula rate plan revenues, implemented with the first billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station in March 2016 and a provision recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding. See Note 2 to the financial statements for further discussion of the formula rate plan revenues and the Waterford 3 replacement steam generator prudence review proceeding.

The Louisiana Act 55 financing savings obligation variance results from a regulatory charge recorded in 2016 for tax savings to be shared with customers per an agreement approved by the LPSC. The tax savings resulted from the 2010-2011 IRS audit settlement on the treatment of the Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 3 to the financial statements for additional discussion of the settlement and benefit sharing.


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The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales and decreased usage during the unbilled sales period. The decrease was partially offset by an increase of 1,237 GWh, or 4%, in industrial usage primarily due to an increase in demand from existing customers and expansion projects in the chemicals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $11.9 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed during plant outages in 2018 as compared to 2017;
an increase of $11.7 million in energy efficiency costs primarily due to the implementation of a new energy efficiency program in January 2018;
an increase of $9 million in information technology expenses primarily due to higher software maintenance costs and higher contract costs;
an increase of $8.3 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $7.2 million in loss provisions; and
an increase of $7 million in nuclear generation expenses primarily due to higher nuclear labor costs to position the nuclear fleet to meet its operational goals and a higher scope of work performed during plant outages in 2018 as compared to 2017.

The increase was partially offset by:

a $14.8 million gain as a result of the sale of Willow Glen Power Plant
a decrease of $7.4 million as a result of the amortization through November 2017 of deferred MISO implementation costs, as approved by the LPSC;
higher nuclear insurance refunds of $4.2 million in 2018; and
a decrease of $3.7 million in compensation and benefits costs primarily due to lower incentive-based compensation accruals in 2018 as compared to 2017.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2018, which included the St. Charles Power Station and Lake Charles Power Station projects. The increase was partially offset by a change in decommissioning trust fund investment activity, including portfolio rebalancing of certain of the decommissioning trust funds in 2017.

2017 Compared to 2016

Other operation and maintenance expenses increased primarily due to:

an increase of $17.8 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals, partially offset by a lower scope of work performed during plant outages in 2017;
an increase of $9.5 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the prior year;

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an increase of $4.1 million as a result of the amount of transmission costs allocated by MISO. See Note 2 to the financial statements for further information on the recovery of these costs;
an increase of $3.6 million in transmission and distribution expenses due to higher vegetation maintenance costs; and
an increase of $3.2 million in write-offs of customer accounts.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, state franchise taxes, and payroll taxes. Ad valorem taxes increased primarily due to higher assessments, including the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. State franchise taxes increased primarily due to a change in the Louisiana franchise tax law which became effective in 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Union Power Station purchased in March 2016, and the effects of recording in third quarter 2016 final court decisions in the River Bend and Waterford 3 lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $6 million of spent nuclear fuel storage costs previously recorded as depreciation expense. See Note 14 to the financial statements for discussion of the Union Power Station purchase. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project, and higher realized gains in 2017 on the River Bend decommissioning trust fund investments, including portfolio rebalancing to the 30% interest in River Bend formerly owned by Cajun.

Interest expense decreased primarily due to an increase in the allowance for borrowed funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project.

Income Taxes

The effective income tax rate for 2018 was (8.8%). The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% to the effective income tax rates.

The effective income tax rate for 2017 was 60.5%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

The effective income tax rate for 2016 was 12.6%. The difference in the effective income tax rate of 12.6% versus the statutory rate of 35% for 2016 was primarily due to the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit in the second quarter 2016 and book and tax differences related to the non-taxable income distributions earned on preferred membership interests, partially offset by state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.


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Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$35,907
 
$213,850
 
$35,102
      
Net cash provided by (used in):   
  
Operating activities1,395,204
 1,337,545
 1,037,912
Investing activities(1,878,208) (1,787,409) (1,474,065)
Financing activities490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents7,457
 (177,943) 178,748
      
Cash and cash equivalents at end of period
$43,364
 
$35,907
 
$213,850

Operating Activities

Net cash flow provided by operating activities increased $57.7 million in 2018 primarily due to:

a decrease of $76.5 million in spending on nuclear fueling outages;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
the receipt of $58.6 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the timing of collection of receivables from customers.

The increase was partially offset by:

a decrease of $129 million in income tax refunds in 2018 as compared to the same period in 2017. Entergy Louisiana received income tax refunds in 2018 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2018 and 2017 resulted from the utilization of Entergy Louisiana’s net operating loss;
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act; and
the timing of recovery of fuel and purchased power costs.


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Net cash flow provided by operating activities increased $299.6 million in 2017 primarily due to:
income tax refunds of $234.2 million in 2017 compared to income tax payments of $156.6 million in 2016. Entergy Louisiana received income tax refunds in 2017 and made income tax payments in 2016 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Louisiana’s net operating losses. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit, payments for state taxes resulting from the effect of the final settlement of the 2006-2007 IRS audit, and the effect of net operating loss limitations. See Note 3 to the financial statements for a discussion of the 2010-2011 IRS audit;
an increase due to the timing of recovery of fuel and purchased power costs; and
an interest payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets.

The increase was partially offset by:

a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
an increase of $62.8 million in spending on nuclear refueling outages; and
proceeds of $37.8 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for a discussion of the spent nuclear fuel litigation.
Investing Activities

Net cash flow used in investing activities increased $90.8 million in 2018 primarily due to:

an increase of $67.8 million in transmission construction expenditures primarily due to a higher scope of work performed in 2018 as compared to 2017;
an increase of $65.5 million in fossil-fueled generation expenditures primarily due to higher spending on the Lake Charles Power Station project in 2018, partially offset by lower spending on the St. Charles Power Station project in 2018; and
money pool activity.

The increase was partially offset by a decrease of $97.5 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle.

Increases in Entergy Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Louisiana’s receivable from the money pool increased by $35.7 million in 2018 compared to decreasing by $11.3 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $313.3 million in 2017 primarily due to:

an increase of $364.3 million in fossil-fueled generation construction expenditures primarily due to higher spending on the St. Charles Power Station and Lake Charles Power Station projects in 2017;
an increase of $148.9 million in transmission construction expenditures due to a higher scope of work performed in 2017;
an increase of $144.9 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;

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proceeds of $57.9 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
an increase of $53.6 million in nuclear construction expenditures primarily due to increased spending on various nuclear projects in 2017;
an increase of $30.4 million in distribution construction expenditures due to increased spending on digital technology improvements within the customer contact centers;
an increase of $19.9 million due to increased spending on advanced metering infrastructure; and
an increase of $12.3 million due to various information technology projects and upgrades in 2017.

The increase was partially offset by:

the purchase of Power Blocks 3 and 4 of the Union Power Station for an aggregate purchase price of approximately $475 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
money pool activity; and
an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017.

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 $11.3 million in 2017 compared to increasing by $16.3 million in 2016.

Financing Activities

Net cash flow provided by financing activities increased $218.5 million in 2018 primarily due to:

the issuance of $750 million of 4.00% Series collateral trust mortgage bonds in March 2018. A portion of the proceeds was used to repay $375 million of 6.0% Series first mortgage bonds in May 2018;
the issuance of $600 million of 4.20% collateral trust mortgage bonds in August 2018. A portion of the proceeds was used to repay $300 million of 6.5% Series first mortgage bonds in September 2018;
the redemption of $25 million of 3.25% Series G nuclear fuel company variable interest entity notes payable in June 2017;
the redemption of $75 million of 3.25% Series Q nuclear fuel company variable interest entity notes payable in July 2017; and
the termination of $57.5 million of the Waterford 3 lease obligation and $42.7 million of Waterford Series collateral trust mortgage notes in 2017.

The increase was partially offset by:

the issuance of $450 million of 3.12% collateral trust mortgage bonds in May 2017. A portion of the proceeds was used to repay $45.3 million of Waterford Series collateral trust mortgage bonds;
net repayments of short-term borrowings of $43.5 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net short-term borrowings of $39.7 million in 2017;
net repayments of long-term borrowings of $18.6 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net long-term borrowings of $102 million in 2017; and
an increase of $36.8 million in common equity distributions in 2018 primarily to maintain Entergy Louisiana’s targeted capital structure.

Net cash flow provided by financing activities decreased $343 million in 2017 primarily due to the net issuance of $325.6 million of long-term debt in 2017 compared to the net issuance of $961.2 million in 2016. The decrease was partially offset by:

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Little Gypsy Repowering Project

In April 2007, Entergy Louisiana announced that it intendeda decrease of $194.3 million of common equity distributions primarily as a result of higher construction expenditures and higher nuclear fuel purchases in 2017; and
net borrowings of $39.7 million on the nuclear fuel company variable interest entities’ credit facilities in 2017 compared to pursue the solid fuel repoweringnet repayments of a 538 MW unit at its Little Gypsy plant. In March 2009 the LPSC voted$56.6 million in favor of a motion directing Entergy Louisiana to temporarily suspend the repowering project and, based upon an analysis of the project’s economic viability, to make a recommendation regarding whether to proceed with the project. This action was based upon a number of factors including the recent decline in natural gas prices, as well as environmental concerns, the unknown costs of carbon legislation and changes in the capital/financial markets. In April 2009, Entergy Louisiana complied with the LPSC’s directive and recommended that the project be suspended for an extended period of time of three years or more. In May 2009 the LPSC issued an order declaring that Entergy Louisiana’s decision to place the Little Gypsy project into a longer-term suspension of three years or more is in the public interest and prudent.2016
            
In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the Little Gypsy repowering project and seeking project cost recovery over a five-year period. In June 2010 and August 2010, the LPSC Staff and Intervenors filed testimony. The LPSC Staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest. In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it was probable that the Little Gypsy repowering project would be abandoned and accordingly reclassified $199.8 million of project costs from construction work in progress to a regulatory asset. A hearing on the issues, except for cost allocation among customer classes, was held before the ALJ in November 2010. In January 2011 all parties participated in a mediation on the disputed issues, resulting in a settlement of all disputed issues, including cost recovery and cost allocation. The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter. The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization. In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana could accomplish such securitization. In August 2011 the LPSC issued an order approving the settlement and also issued a financing order for the securitization. See Note 5 to the financial statements for a discussiondetails of long-term debt.

Capital Structure

Entergy Louisiana’s debt to capital ratio is balanced between equity and debt, as shown in the September 2011 issuancefollowing table.
 December 31,
2018
 December 31,
2017
Debt to capital53.6% 53.8%
Effect of excluding securitization bonds(0.3%) (0.3%)
Debt to capital, excluding securitization bonds (a)53.3% 53.5%
Effect of subtracting cash(0.1%) (0.1%)
Net debt to net capital, excluding securitization bonds (a)53.2% 53.4%

(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 and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana 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 Louisiana’s financial condition because the securitization bonds.bonds are non-recourse to Entergy Louisiana, as more fully described in Note 5 to the financial statements. Entergy Louisiana 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 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 on hand.

StateEntergy Louisiana seeks to optimize its capital structure in accordance with its regulatory requirements and Local Rate Regulationto control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Louisiana may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and Fuel-Cost Recoveryreducing distributions, Entergy Louisiana may receive equity contributions to maintain the targeted capital structure.

The rates that Entergy Louisiana charges for its services significantly influence its financial position, resultsUses of operations, and liquidity. Entergy Louisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.Capital

Retail Rates - ElectricEntergy Louisiana requires capital resources for:

Filings withconstruction and other capital investments;
debt maturities or retirements;
working capital purposes, including the LPSCfinancing of fuel and purchased power costs; and

2013 Rate Cases

In connection with its decision to extend the formula rate plan to the 2011 test year, the LPSC required that a base rate case be filed by Entergy Gulf States Louisiana,distribution and the required filing was made in February 2013. The filing anticipated Entergy Gulf States Louisiana’s integration into MISO. In the filing Entergy Gulf States Louisiana requested, among other relief:interest payments.


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authorizationFollowing are the amounts of Entergy Louisiana’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:     
Generation
$610
 
$325
 
$625
Transmission460
 405
 265
Distribution390
 400
 530
Utility Support175
 135
 100
Total
$1,635
 
$1,265
 
$1,520

Following are the amounts of Entergy Louisiana’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023 After 2023 Total
 (In Millions)
Long-term debt (a)
$301
 
$1,245
 
$1,033
 
$8,502
 
$11,081
Operating leases
$26
 
$41
 
$28
 
$22
 
$117
Purchase obligations (b)
$730
 
$1,347
 
$2,410
 
$5,043
 
$9,530

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 8 to the financial statements.

In addition to increase the revenue it collects from customerscontractual obligations given above, Entergy Louisiana currently expects to contribute approximately $26.5 million to its qualified pension plans and approximately $17.9 million to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by approximately $24 million;April 1, 2019. See “Critical Accounting Estimates- Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.
an authorized return on common equity
Also, in addition to the contractual obligations, Entergy Louisiana has $802.3 million of 10.4%;
authorizationunrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to increase depreciation rates embeddeduncertainties in the proposed revenue requirement; and,
authorization to implement a three-year formula rate plan: with a midpoint return on common equitytiming of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-settingeffective settlement of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement on the basis of a forward-looking test year as comparedtax positions. See Note 3 to the initial base year of 2014 with an annual true-up, that would retainfinancial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Gulf States Louisiana sharing mechanism for earnings outside the deadband, and a capacity rider mechanism that would permit recovery of incremental capacity additions approved by the LPSC.
Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. Major terms of the settlement included approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effectplanned capital investment estimate for Entergy Gulf States Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items,includes specific investments, such as the Ninemile 6 project,Washington Parish Energy Center, St. Charles Power Station, and certain special recovery items; (3) three-year amortization of costsLake Charles Power Station, each discussed below; transmission projects to achieve savings associated with the human capital management strategic imperative, with savingsenhance reliability, reduce congestion, and enable economic growth; distribution spending to be reflected as they are realizedenhance reliability and improve service to customers, including investment to support advanced metering; resource planning, including potential generation projects; system improvements; investments in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend without carrying costs, beginning December 2014, provided, however, that amortizationand Waterford 3; software and security; and other investments. Entergy’s Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of these costs shall notalternative financing sources, could result in a future rate increase; (5) no changeincreases or decreases in rates related to test year 2013, except with respect to recovery of the non-fuel MISO-related costs and any changes to the additional capacity revenue requirement; and (6) no increase in rates related to test year 2014, except for those items eligible for recovery outside of the earnings sharing mechanism. Existing depreciation rates did not change. Implementation of rate changes for items recoverable outside of the earnings sharing mechanism occurred in December 2014.

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 thecapital expenditure estimates given above. The estimated MISO cost recovery mechanism revenue requirement and adjustment of the additional capacity mechanism. In November 2014, Entergy Gulf States Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data. Based on this updated filing, a net increase of $5.8 million in formula rate plan revenue to be collected over nine months was implemented in December 2014. The compliance filings werecapital expenditures are subject to LPSCperiodic review in accordance with the review process set forth in Entergy Gulf States Louisiana’s formula rate plan.

In November 2011 the LPSC approved a one-year extension of Entergy Louisiana’s formula rate plan.  In connection with its decision to extend the formula rate plan to the 2011 test year, the LPSC required that a base rate case be filed by Entergy Louisiana, and the required filing was made on February 15, 2013. The filing anticipated Entergy Louisiana’s integration into MISO. In the filing Entergy Louisiana requested, among other relief:

authorization to increase the revenue it collects from customers by approximately $145 million (which does not take into account a revenue offset of approximately $2 million resulting from a proposed increase for those customers taking service under the Qualifying Facility Standby Service);
an authorized return on common equity of 10.4%;
authorization to increase depreciation rates embedded in the proposed revenue requirement;modification and
authorization to implement a three-year formula rate plan: with a midpoint return on common equity of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-setting of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement may vary based on the basis of a forward-looking test year as compared to the initial base year of 2014 with an annual true-up, that would retain the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Louisiana sharing mechanism for earnings outside theongoing

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deadband,effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital.

As a capacity rider mechanism that would permit recoverywholly-owned subsidiary of incremental capacity additions approved by the LPSC.Entergy Utility Holding Company, LLC, Entergy Louisiana pays distributions from its earnings at a percentage determined monthly.

Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. The settlement provided for a $10 million rate increase effective with the first billing cycle of December 2014. Major terms of the settlement included approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effect for Entergy Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items, such as the Ninemile 6 project, and certain special recovery items; (3) three-year amortization of costs to achieve savings associated with the human capital management strategic imperative, with savings reflected as they are realized in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend, without carrying costs, beginning December 2014, provided, however, that amortization of these costs shall not result in a future rate increase; (5) recovery of non-fuel MISO-related costs and any changes to the additional capacity revenue requirement related to test year 2013 effective with the first billing cycle of December 2014; and (6) a cumulative $30 million cap on cost of service increases over the three-year formula rate plan cycle, except for those items outside of the sharing mechanism. Existing depreciation rates did not change.St. Charles Power Station

PursuantIn August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on land adjacent to the rate case settlement approved by theexisting Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. The LPSC issued an order approving certification of St. Charles Power Station in December 2013, Entergy Louisiana submitted a compliance filing2016. Construction is 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,progress and the adjustment of the additional capacity mechanism. In November 2014, Entergy Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data, as well as providing for a refund and prospective reduction in rates for the true-up of the estimated revenue requirement for the Waterford 3 replacement steam generator project. Based on this updated filing, a net increase of $41.6 million in formula rate plan revenuecommercial operation is expected to be collected over nine months was implemented in December 2014. The compliance filings were subject to LPSC review in accordance with the review process set forth in Entergy Louisiana’s formula rate plan. LPSC staff identified five issues, of which one remains in the compliance proceeding. That issue pertains to Entergy Louisiana’s method of collecting the agreed-upon $10 million increase. No procedural schedule has been established, however, to address the issue. By stipulation among the parties, the final issue raisedoccur by the LPSC staff regarding the appropriate level of refunds related to the Waterford 3 replacement steam generator project will be resolved in connection with the Waterford 3 prudence review proceedings discussed below.mid-2019.

2014 Formula Rate Plan FilingLake Charles Power Station

In connection with the approval of the business combination of Entergy Gulf States Louisiana and Entergy Louisiana, the LPSC authorized the filing of a single, joint, formula rate plan evaluation report for Entergy Gulf States Louisiana’s and Entergy Louisiana’s 2014 calendar year operations. The joint evaluation report was filed in September 2015 and reflects an earned return on common equity of 9.09%. As such, no adjustment to base formula rate plan revenue was required. The following adjustments were required under the formula rate plan, however: a decrease in the additional capacity mechanism for Entergy Louisiana of $17.8 million; an increase in the additional capacity mechanism for Entergy Gulf States Louisiana of $4.3 million; and a reduction of $5.5 million to the MISO cost recovery mechanism, to collect approximately $35.7 million on a combined-company basis. Under the order approving the business combination, following completion of the prescribed review period, rates were implemented with the first billing cycle of December 2015, subject to refund.

2015 Formula Rate Plan Filing

In MayNovember 2016, Entergy Louisiana filed its formula rate plan evaluation report for its 2015 calendar year operations. The evaluation report reflects an earned return on common equity of 9.07%. As such, no adjustment to base formula rate plan revenue is required. The following other adjustments, however, are required under the formula

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rate plan: an increase in the legacy Entergy Louisiana additional capacity mechanism of $14.2 million; a separate increase in legacy Entergy Louisiana revenue of $10 million primarily to reflect the effects of the termination of the System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of $0.5 million; a decrease in legacy Entergy Gulf States Louisiana revenue of $58.7 million primarily to reflect the effects of the termination of the System Agreement; and an increase of $11 million to the MISO cost recovery mechanism. Rates were implemented with the first billing cycle of September 2016, subject to refund. Following implementation of the as-filed rates in September 2016, there have been several interim updates to Entergy Louisiana’s formula rate plan, including the most recent adjustment submitted in December 2016, reflecting implementation of the settlement of the Waterford 3 replacement steam generator project prudence review described below. Also pursuant to Entergy Louisiana’s formula rate plan rider, in November 2016, Entergy Louisiana submitted a request for LPSC authorization to extend the recovery mechanism for net revenues and expenses incurred in connection with Entergy Louisiana’s participation in MISO. The MISO cost recovery mechanism was initially approved on an interim basis to remain in place through the rate effective period of Entergy Louisiana’s test year 2015 formula rate plan filing. A procedural schedule has been established, including a hearing in July 2017.

Waterford 3 Replacement Steam Generator Project

Following the completion of the Waterford 3 replacement steam generator project, the LPSC undertook a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up to $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 provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. At the hearing the parties maintained the positions reflected in pre-filed testimony. Entergy Louisiana believed that the replacement steam generator costs were prudently incurred and applicable legal principles supported their recovery in rates.  Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty at the time associated with the resolution of the prudence review. In December 2015 the ALJ issued a proposed recommendation, which was subsequently finalized, concluding that Entergy Louisiana prudently managed the Waterford 3 replacement steam generator project, including the selection, use, and oversight of contractors, and could not reasonably have anticipated the damage to the steam generators. Nevertheless, the ALJ concluded that Entergy Louisiana was liable for the conduct of its contractor and subcontractor and, therefore, recommended a disallowance of $67 million in capital costs. Additionally, the ALJ concluded that Entergy Louisiana did not sufficiently justify the incurrence of $2 million in replacement power costs during the replacement outage. Although the ALJ’s recommendation had not yet been considered by the LPSC, after considering the progress of the proceeding in light of the ALJ recommendation, Entergy Louisiana recorded in the fourth quarter 2015 approximately $77 million in charges, including a $45 million asset write-off and a $32 million regulatory charge, to reflect that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery. Entergy Louisiana maintained that the ALJ’s recommendation contains significant factual and legal errors.

In October 2016 the parties reached a settlement in this matter. This settlement was approved by the LPSC in December 2016. The settlement effectively provides for an agreed-upon disallowance of $67 million of plant, which had been previously written off by Entergy Louisiana, as discussed above. The settlement also requires a refund of approximately $71 million to be given through a one-time credit included in customers’ bills in January 2017. Of the $71 million of refunds, $68 million was credited to customers through Entergy Louisiana’s formula rate plan, outside of sharing, and $3 million through its fuel adjustment clause. Entergy Louisiana had previously recorded a provision of $48 million for this refund. The previously-recorded provision included the cumulative revenues through December 2016 related to the $67 million of disallowed plant. An additional regulatory charge of $23 million was recorded in fourth quarter 2016 to reflect the effects of the settlement. The settlement also provides that Entergy Louisiana can

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retain the value associated with potential service credits agreed to by the project contractor, to the extent they are realized in the future.

Ninemile 6

In July 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed an unopposed stipulation with the LPSC, which was subsequently approved, that estimated a first year revenue requirement associated with Ninemile 6 and provided a mechanism to update the revenue requirement as the in-service date approached. In late-December 2014, roughly contemporaneous with the unit's placement in service, a final updated estimated revenue requirement of $26.8 million for Entergy Gulf States Louisiana and $51.1 million for Entergy Louisiana was filed. The December 2014 estimate forms the basis of rates implemented effective with the first billing cycle of January 2015. In July 2015, Entergy Louisiana submitted to the LPSC a compliance filing including an estimate at completion, inclusive of interconnection costs and transmission upgrades, of approximately $648 million, or $76 million less than originally estimated, along with other project details and supporting evidence, to enable the LPSC to review the prudence of Entergy Louisiana’s management of the project. Testimony filed by the LPSC staff generally supports the prudence of the management of the project and recovery of the costs incurred to complete the project. The LPSC staff had questioned the warranty coverage for one element of the project. In October 2016 all parties agreed to a stipulation providing that 100% of Ninemile 6 construction costs was prudently incurred and is eligible for recovery from customers, but reserving the LPSC’s rights to review the prudence of Entergy Louisiana’s actions regarding one element of the project. This stipulation was approved by the LPSC in January 2017.

Union Power Station

In January 2015, Entergy Gulf States Louisiana filed its application with the LPSC for approvalseeking certification that the public convenience and necessity would be served by the construction of the acquisition andLake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost recovery of two power blocks of the UnionLake Charles Power Station for an expected base purchase priceis $872 million, including estimated costs of approximately $237 million per power block, subjecttransmission interconnection and other related costs. In May 2017 the parties to adjustments. In September 2015, Entergy Gulf States Louisianathe proceeding agreed to settlement terms with all parties for Entergy Gulf States Louisiana’s purchasean uncontested stipulation finding that construction of the two power blocks. In October 2015 the LPSC voted unanimously to approve the uncontested settlement which finds, among other things, that acquisition ofLake Charles Power Blocks 3 and 4Station is in the public interest and therefore, prudent.authorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and approved certification of the unit. Construction is in progress and commercial operation is expected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The business combination of Entergy Gulf Statesplant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana received regulatory approvalwill purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and closed in October 2015 makingother related costs. In May 2017, Entergy Louisiana the named purchaser of Power Blocks 3 and 4 of the Union Power Station. In March 2016, Entergy Louisiana acquired Power Blocks 3 and 4 of the Union Power Station forfiled an aggregate purchase price of approximately $474 million and implemented rates to collect the estimated first-year revenue requirement with the first billing cycle of March 2016.

As a term of the LPSC-approved settlement authorizing the purchase of Power Blocks 3 and 4 of the Union Power Station, Entergy Louisiana agreed to make a filingapplication with the LPSC to review its decisions to deactivate Ninemile 3 and Willow Glen 2 and 4 and its decision to retire Little Gypsy 1.  In January 2016, Entergy Louisiana made its compliance filing with the LPSC. Entergy Louisiana, LPSC staff, and intervenors participated in a technical conference in March 2016 where Entergy Louisiana presented information on its deactivation/retirement decisions for these four units in addition to information on the current deactivation decisions for the ten-year planning horizon. Parties have requested further proceedings on the prudenceseeking certification of the decision to deactivate Willow Glen 2plant. In April 2018 the parties reached a settlement recommending certification and 4. No party contestscost recovery through the prudenceadditional capacity mechanism of the decisionformula rate plan, consistent with prior LPSC precedent with respect to deactivate Willow Glen 2the certification and 4 or suggests reactivationrecovery of these units; however, issues have been raised related toplants previously acquired by Entergy Louisiana’s deactivation process. This matter is pending beforeLouisiana. The LPSC issued an ALJ.order approving the settlement in May 2018.

Advanced Metering Infrastructure (AMI) Filing

In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits,

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and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, approximately $92 million, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced

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meters, the three-year deployment of which is expected to beginbegan in 2019. Assuming LPSC approval is received in 2017,Deployment of the communications network deployment is expected to begin by late-2018, after the necessary information technology infrastructure isbegan in place.2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Louisiana’s proposed AMI system, with modifications to the proposed customer charge. In July 2017 the LPSC approved the stipulation. Entergy Louisiana expects to recover the undepreciated balance of its existing meters through a regulatory asset at current depreciation rates.

Filings with the City CouncilSources of Capital

In March 2013, Entergy Louisiana’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Louisiana filedmay refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.
All debt and common and preferred membership interest issuances by Entergy Louisiana require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Louisiana’s receivables from the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$46,845 $11,173 $22,503 $6,154

See Note 4 to the financial statements for a rate casedescription of the money pool.

Entergy Louisiana has a credit facility in the amount of $350 million scheduled to expire in September 2023. The credit facility includes fronting commitments for the Algiers area, which is in New Orleansissuance of letters of credit against $15 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and is regulated byno letters of credit outstanding under the City Council.credit facility. In addition, Entergy Louisiana requestedis a rate increaseparty to an uncommitted letter of $13credit facility as a means to post collateral to support its obligations to MISO.  As of December 31, 2018, a $25.9 million over three years, including a 10.4% return on common equityletter of credit was outstanding under Entergy Louisiana’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

The Entergy Louisiana nuclear fuel company variable interest entities have two separate credit facilities, each in the amount of $105 million and a formula rate plan mechanism identicalscheduled to its LPSC request madeexpire in February 2013. In January 2014,September 2021. As of December 31, 2018, $38.6 million of loans were outstanding under the City Council Advisors filed direct testimony recommending a rate increasecredit facility for the Entergy Louisiana River Bend nuclear fuel company variable interest entity. As of $5.56December 31, 2018, $82 million over three years, including an 8.13% return on common equity. In June 2014in loans were outstanding under the City Council unanimously approved a settlement that includesEntergy Louisiana Waterford nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for additional discussion of the nuclear fuel company variable interest entity credit facilities.


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Entergy Louisiana obtained authorizations from the FERC through November 2020 for the following:

a $9.3short-term borrowings not to exceed an aggregate amount of $450 million base rate revenue increaseat any time outstanding;
long-term borrowings and security issuances; and
borrowings by its nuclear fuel company variable interest entities.
See Note 4 to be phased in on a levelized basis over four years;
recoverythe financial statements for further discussion 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.Entergy Louisiana’s short-term borrowing limits.

The rate increase was effective with bills rendered on and after the first billing cycle of July 2014. Additional compliance filings were made with the Council in October 2014 for approval of the form of certain rate riders, including among others, a Ninemile 6 non-fuel cost recovery interim rider, allowing for contemporaneous recovery of capacity costs related to the commencement of commercial operation of the Ninemile 6 generating unit and a purchased power capacity cost recovery rider. The monthly Ninemile 6 cost recovery interim rider was implemented in December 2014 to initially collect $915 thousand from Entergy Louisiana customers in the Algiers area.

In October 2014, Entergy Louisiana and Entergy New Orleans filed an application with the City Council seeking authorization to undertake a transaction that would result in the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that supported the provision of service to Entergy Louisiana’s customers in Algiers. In April 2015 the FERC issued an order approving the Algiers assets transfer. In May 2015 the parties filed a settlement agreement authorizing the Algiers assets transfer and the settlement agreement was approved by a City Council resolution in May 2015. On September 1, 2015, Entergy Louisiana transferred its Algiers assets to Entergy New Orleans for a purchase price of approximately $85 million. Entergy New Orleans paid Entergy Louisiana $59.6 million, including final true-ups, from available cash and issued a note payable to Entergy Louisiana in the amount of $25.5 million.

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.


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In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014, Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20% annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding 10%; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider commenced with bills rendered on and after the first billing cycle of April 2015.

In January 2015, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2014.  The filing showed an earned return on common equity of 7.20%, which resulted in a $706 thousand rate increase.  In April 2015 the LPSC issued findings recommending two adjustments to Entergy Gulf States Louisiana’s as-filed results, and an additional recommendation that does not affect current year results. The LPSC staff’s recommended adjustments increase the earned return on equity for the test year to 7.24%. Entergy Gulf States Louisiana accepted the LPSC staff’s recommendations and a revenue increase of $688 thousand was implemented with the first billing cycle of May 2015.Storm Cost Recovery

In January 2016, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2015. The filing showed an earned return on common equity of 10.22%, which is within the authorized bandwidth, therefore requiring no change in rates. In March 2016 the LPSC staff issued its report stating that the 2015 gas rate stabilization plan filing was in compliance with the exception of several issues that required additional information, explanation, or clarification for which the LPSC staff had reserved the right to further review. In July 2016 the partiesSee Note 2 to the proceeding filed an unopposed joint report and motionfinancial statements for entry of order accepting the report that indicates no outstanding issues remained in the filing. In February 2016, Entergy Louisiana filed a motion requesting to extend the term of the gas rate stabilization plan in substantially similar form for an additional three-year term and included a request for sharing of non-jurisdictional compressed natural gas revenues. Following discovery and the filing of testimony by the LPSC Staff, Entergy Louisiana and the LPSC submitted a joint motion for hearing an uncontested stipulated settlement resolving the proceeding. A hearing on the stipulation was held in November 2016. The ALJ issued a report of proceedings that was presented with the parties’ stipulation to the LPSC for consideration. The stipulation approving Entergy Louisiana’s requested extension of the rate stabilization plan was approved by the LPSC in December 2016.

In January 2017, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2016. The filing of the evaluation report for test year 2016 reflects an earned return on common equity of 6.37%. As part of the filing, pursuant to the extraordinary cost provision of the rate stabilization plan, Entergy Louisiana is seeking to recover approximately $1.5 million in deferred operation and maintenance expenses incurred to restore service and repair damage resulting from flooding and widespread rainfall in southeast Louisiana that occurred in August 2016. Entergy Louisiana seeks to recover the prudently incurred August 2016 storm restoration costs over ten years, outside of the rate stabilization plan sharing provisions. As a result, Entergy Louisiana’s filing seeks an annual increase in revenue of $1.4 million. The filing is subject to review by the LPSC staff with resulting rates to be implemented with the first billing cycle of May 2017.


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Fuel and purchased power recovery

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

In April 2010 the LPSC authorized its staff to initiate an auditdiscussion of Entergy Louisiana’s fuel adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through the fuel adjustment clause by Entergy Louisiana for the period from 2005 through 2009.  The LPSC staff issued its audit report in January 2013.  The LPSC staff recommended that Entergy Louisiana refund approximately $1.9 million, plus interest,filings to customers and realign the recovery of approximately $1 million from Entergy Louisiana’s fuel adjustment clause to base rates.  The recommended refund was made by Entergy Louisiana in May 2013 in the form of a credit to customers through its fuel adjustment clause filing. Two parties intervened in the proceeding. A procedural schedule was established for the identification of issues by the intervenors and for Entergy Louisiana to submit comments regarding the LPSC Staff report and any issues raised by intervenors. One intervenor sought further proceedings regarding certain issues it raised in its comments on the LPSC staff report. Entergy Louisiana filed responses to both the LPSC staff report and the issues raised by the intervenor. After conducting additional discovery, in April 2016 the LPSC staff consultant issued its supplemental audit report, which concluded that Entergy Louisiana was not imprudent on the issues raised by the intervenor. The intervenor has stated that it does not intend to pursue these issues further. In October 2016 the LPSC staff filed testimony affirming the recommendation in its audit report on the lone remaining issue that nuclear dry fuel storage costs should be realigned to base rates. The parties agreed to remove that remaining issue to a separate docket because the same issue is outstanding the Entergy Gulf States Louisiana audit for the same time period. In November 2016, the LPSC approved the resolution of this audit and the creation of a new docket for the resolution of the proper method of recovery for nuclear dry fuel storagerecover storm-related costs. In December 2016 the LPSC opened a new docket in order to resolve the issue regarding the proper methodology for the recovery of nuclear dry fuel storage costs. A procedural schedule has been established for this new docket, including an evidentiary hearing in June 2017.

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that is was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognizes the dry cask storage recovery method issue will be addressed in the separate proceeding opened by the LPSC, and provides for a refund of $5 million to legacy Entergy Gulf States Louisiana customers and resolves all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period from 2010 through 2013. Discovery commenced in July 2015.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. Discovery commenced in July 2015.

In June 2016 the LPSC staff provided notice of an audit of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges

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flowed through Entergy Louisiana’s fuel adjustment clause for the period from 2014 through 2015 and charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2012 through 2015. Discovery has not commenced.

Other dockets

In March 2016 the LPSC opened two dockets to examine, on a generic basis, issues that it identified in connection with its review of Cleco Corporation’s acquisition by third party investors.  The first docket is captioned “In re: Investigation of double leveraging issues for all LPSC-jurisdictional utilities,” and the second is captioned “In re: Investigation of tax structure issues for all LPSC-jurisdictional utilities.”  In April 2016 the LPSC clarified that the concerns giving rise to the two dockets arose as a result of its review of the structure of the recently-approved Cleco-Macquarie transaction and that the specific intent of the directives is to seek more information regarding intra-corporate debt financing of a utility’s capital structure as well as the use of investment tax credits to mitigate the tax obligation at the parent level of a consolidated entity.  No schedule has been set for either docket, butand limited discovery has commenced.occurred.

Entergy Mississippi

Fuel Recovery

Entergy Mississippi’s rate schedules include energy cost recovery riders to recover fuel and purchased power costs.  The energy cost rate for each calendar year is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy costs as of the 12-month period ended September 30.  Entergy Mississippi’s fuel cost recoveries are subject to annual audits conducted pursuant to the authority of the MPSC.
To help stabilize electricity costs, Entergy Mississippi received approval from the MPSC to hedge its exposure to natural gas price volatility through the use of financial instruments.  Entergy Mississippi hedges approximately one-third of the projected exposure to natural gas price changes for the gas used to serve its native electric load for all months of the year.  The hedge quantity is reviewed on an annual basis.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of proceedings regarding recovery of Entergy Mississippi’s storm-related costs.

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Formula Rate Plan

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 was still appropriate or could 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 proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy New Orleans

Fuel Recovery

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

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

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy New Orleans’s efforts to recover storm-related costs.

Entergy Texas

Fuel Recovery

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the fixed fuel factor are made in March and

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Gas Property

As of December 31, 2018, Entergy New Orleans distributed and transported natural gas for distribution within New Orleans, Louisiana, through approximately 2,600 miles of gas pipeline.  As of December 31, 2018, the gas properties of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Title

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

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

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2016-2018 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2018 39 2.84
 27 0.84
 9 2.24
 8 5.23
 17 3.71
2017 38 2.60
 26 0.86
 8 2.35
 8 4.02
 20 3.09
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13


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Actual 2018 and projected 2019 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Entergy Arkansas (a)29% 31% 47% 53% 20% 15% 
 1% 4% 
Entergy Louisiana39% 53% 29% 28% 3% 4% 9% 15% 20% 
Entergy Mississippi (b)48% 56% 16% 31% 16% 13% 
 
 20% 
Entergy New Orleans (b)52% 53% 33% 44% 2% 2% 1% 1% 12% 
Entergy Texas34% 31% 9% 16% 6% 10% 29% 43% 22% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)39% 45% 27% 35% 9% 9% 8% 11% 17% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2018 and is expected to provide about less than 1% of its generation in 2019.
(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2018 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2019.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.
(e)In December 2013, Entergy integrated its transmission system into the MISO RTO. Entergy offers all of its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy market to serve the demand of its customers, with MISO making dispatch decisions. The MISO purchases metric provided for 2018 is not projected for 2019.

Some of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in 2019, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Over 50% of the Utility operating companies’ power plants maintain some level of long-term firm transportation. Short-term contracts and spot-market purchases satisfy additional gas requirements.  Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Many factors, including wellhead deliverability, storage, pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants.  Demand is tied to weather conditions as well as to the prices and availability of other energy sources.  Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage.  To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies may use alternate fuels, such as oil when available, or rely to a larger extent on coal, nuclear generation, and purchased power.


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Coal

Entergy Arkansas has committed to eight one- to three-year and two spot contracts that will supply approximately 85% of the total coal supply needs in 2019.  These contracts are staggered in term so that not all contracts have to be renewed the same year.  The remaining 15% of total coal requirements will be satisfied by contracts with a term of less than one year.  Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during 2019.  Coal will be transported to Arkansas via an existing transportation agreement that is expected to provide all of Entergy Arkansas’s rail transportation requirements for 2019.

Entergy Louisiana has committed to five one- to three-year contracts that will supply approximately 90% of Nelson Unit 6 coal needs in 2019.  If needed, additional PRB coal will be purchased through contracts with a term of less than one year to provide the remaining supply needs.  For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during 2019.  Coal will be transported to Nelson primarily via an existing transportation agreement that is expected to provide all of Entergy Louisiana’s rail transportation requirements for 2019.

For the year 2018, coal transportation delivery rates to Entergy Arkansas-and Entergy Louisiana-operated coal-fired units performed moderately lower than the previous years. However, delivery rates somewhat improved toward the end of the year and additional railcar capacity helped make up some delivery short falls. It is expected that delivery times will improve in 2019. Both Entergy Arkansas and Entergy Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for 2019.  Entergy Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

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

The Registrant Subsidiaries that own nuclear plants, Entergy Arkansas, Entergy Louisiana, and System Energy, are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling Entergy’s Utility nuclear units.  These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.  Any liabilities for obligations of the pooled contracts are on a several but not joint basis.  The shared regulated uranium pool maintains inventories of nuclear materials during the various stages of processing.  The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from the shared regulated uranium pool.  Entergy Operations, Inc. contracts separately for the fabrication of nuclear fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant.  All contracts for the disposal of spent nuclear fuel are between the DOE and the owner of a nuclear power plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of 2023.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment

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has been adjusted to reflect reduced overall requirements related to the planned permanent shutdowns of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3 plants. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners.  There are a number of possible supply alternatives that may be accessed to mitigate any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any alternate uranium supply from the market will be dependent upon the market for uranium supply at that time.  In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful.  Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance reliability of conversion, enrichment, and fabrication services providers. There are fewer of these providers than for uranium. For conversion and enrichment services, like uranium, Entergy diversifies its supply by supplier and country and may take special measures as needed to ensure supply of enriched uranium for the reliable fabrication of nuclear fuel. For fabrication services, each plant is dependent upon the effective performance of the fabricator of that plant’s nuclear fuel, therefore, Entergy provides additional monitoring, inspection, and oversight for the fabrication process to assure reliability and quality.

Entergy Arkansas, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services.  The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes.  These credit facilities are subject to periodic renewal, and the notes are issued periodically, typically for terms between three and seven years.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas.  Its system is interconnected with three interstate and three intrastate pipelines.  Entergy New Orleans has a “no-notice” service gas purchase contract with CenterPoint Energy Services which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.  The Centerpoint Energy Service gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co.  This service is subject to FERC-approved rates.  Entergy New Orleans also makes interruptible spot market purchases. 

Entergy Louisiana purchased natural gas for resale in 2018 under a firm contract from Sequent Energy Management L.P.  The gas is delivered through a combination of intrastate and interstate pipelines.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy Louisiana’s or Entergy New Orleans’s suppliers failed to perform their obligations to deliver gas under their supply agreements.  Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies.  The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy

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Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. See Note 2 to the financial statements for further discussion of federal regulation proceedings.

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

Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources were jointly operated by the Utility operating companies that were participating in the System Agreement.  The System Agreement provided, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) would receive payments from those parties having generating reserves that were less than their allocated share of reserves (short companies).  Such payments were at amounts sufficient to cover certain of the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment.  Under the System Agreement, the rates used to compensate long companies were based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh.  In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy were required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs. Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ and their retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. The proceedings include challenges to the allocation of costs as defined by the System Agreement and other matters. See Note 2 to the financial statements for discussion of legal proceedings at the FERC and in federal courts involving the System Agreement.

Transmission and MISO Markets

In December 2013 the Utility operating companies integrated into the MISO RTO. Although becoming a member of MISO did not affect the ownership by the Utility operating companies of their transmission facilities or the responsibility for maintaining those facilities, MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. MISO also exercises functional control of transmission planning and congestion management and provides schedules and pricing for the commitment and dispatch of generation that is offered into MISO’s markets, as well as pricing for load that bids into the markets. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to establish transmission rates within MISO. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below).  In December 1995, System Energy commenced a rate proceeding at the FERC.  In July

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2001 the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity.    In 1998 the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations.  Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC. See Note 2 to the financial statements for discussion of complaints filed with the FERC regarding System Energy’s return on equity.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).  Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue.  The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf.  Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates.  In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share.  Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies, with the remainder of the retained share being sold to Entergy Mississippi through a separate life-of-resources purchased power agreement.  In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.  Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates.  Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs.  Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval. Entergy Arkansas also has a life-of-resources purchased power agreement with Entergy Mississippi to sell a portion of the output of Entergy Arkansas’s non-retained share of Grand Gulf. Entergy Mississippi was granted rate relief for those purchases by the MPSC through its annual unit power cost rate mechanism.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages

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under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its one outstanding series of first mortgage bonds.  In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals.  Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement.  If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC for approval.

Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement and, therefore, no payments under the Availability Agreement have ever been required.  If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such a supplement as security for its one outstanding series of first mortgage bonds. The supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds

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Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement. No such consent would be required to terminate the Capital Funds Agreement or the supplement thereto at this time.

Service Companies

Entergy Services, a limited liability company wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies, but also provides services to Entergy Wholesale Commodities. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Louisiana, and System Energy, respectively.  Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.  Entergy Texas owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.’s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas.  Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

Entergy Texas purchases from Entergy Louisiana pursuant to a life-of-unit purchased power agreement a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation.  Entergy Texas was allocated a share of River Bend’s nuclear and environmental liabilities that is identical to the share of the plant’s output purchased by Entergy Texas under the purchased power agreement.  In connection with the termination of the System Agreement effective August 31, 2016, the purchased power agreements that were put in place for certain legacy units at the time of the jurisdictional separation were also terminated at that time. See Note 2 to the financial statements for additional discussion of the purchased power agreements.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana (Old Entergy Louisiana) and Entergy Gulf States Louisiana (Old Entergy Gulf States Louisiana) were combined into a single public utility. In order to effect the business combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated

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substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC” (Entergy Louisiana). With the completion of the business combination, Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana. See Note 2 to the financial statements for additional discussion of the business combination.

Entergy New Orleans Internal Restructuring

In November 2017, pursuant to the agreement in principle, Entergy New Orleans, Inc. undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its outstanding preferred stock at a price of approximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Arkansas Internal Restructuring

In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:

Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets,

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and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Entergy Mississippi Internal Restructuring

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Wholesale Commodities

Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants, located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants. Entergy Wholesale Commodities also provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.


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Property

Nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership of the following nuclear power plants:
Power PlantMarketIn Service YearAcquiredLocationCapacity - Reactor TypeLicense Expiration Date
Pilgrim (a)ISO-NE1972July 1999Plymouth, MA688 MW - Boiling Water2032 (a)
Indian Point 3 (b)NYISO1976Nov. 2000Buchanan, NY1,041 MW - Pressurized Water2025 (b)
Indian Point 2 (b)NYISO1974Sept. 2001Buchanan, NY1,028 MW - Pressurized Water2024 (b)
Vermont Yankee (c)ISO-NE1972July 2002Vernon, VT605 MW - Boiling Water2032 (c)
Palisades (d)MISO1971Apr. 2007Covert, MI811 MW - Pressurized Water2031 (d)

(a)The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle.
(b)The Indian Point 2 and Indian Point 3 plants are expected to cease operation by April 30, 2020 and April 30, 2021, respectively.
(c)On December 29, 2014, the Vermont Yankee plant ceased power production. In January 2019, the Vermont Yankee plant was sold to NorthStar.
(d)The Palisades plant is expected to cease operations on May 31, 2022.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.    

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process, and Big Rock Point is also under contract to be sold with the Palisades plant.

Non-nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership, or interests in joint ventures that own, the following non-nuclear power plants:
PlantLocationOwnershipNet Owned Capacity (a)Type
Independence Unit 2;   842 MWNewark, AR14%    121 MW(b)Coal
RS Cogen;   425 MW (c)Lake Charles, LA50%213 MWGas/Steam
Nelson 6;   550 MWWestlake, LA11%       60 MW(b)Coal

(a)“Net Owned Capacity” refers to the nameplate rating on the generating unit.
(b)
The owned MW capacity is the portion of the plant capacity owned by Entergy Wholesale Commodities.  For a complete listing of Entergy’s jointly-owned generating stations, refer to “Jointly-Owned Generating Stations” in Note 1 to the financial statements.
(c)Indirectly owned through interests in unconsolidated joint ventures.

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Independent System Operators

The Pilgrim plant falls under the authority of the Independent System Operator New England (ISO-NE) and the Indian Point plants fall under the authority of the New York Independent System Operator (NYISO). The Palisades plant falls under the authority of the MISO. The primary purpose of ISO-NE, NYISO, and MISO is to direct the operations of the major generation and transmission facilities in their respective regions; ensure grid reliability; administer and monitor wholesale electricity markets; and plan for their respective region’s energy needs.

Energy and Capacity Sales

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  Entergy Wholesale Commodities also 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. See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

As part of the purchase of the Palisades plant in 2007, Entergy executed a 15-year PPA with the seller, Consumers Energy, for 100% of the plant’s output, excluding any future uprates. Under the purchased power agreement, Consumers Energy receives the value of any new environmental credits for the first ten years of the agreement. Palisades and Consumers Energy will share on a 50/50 basis the value of any new environmental credits for years 11 through 15 of the agreement. The environmental credits are defined as benefits from a change in law that causes capability of the plant as of the purchase date to become a tradable attribute (e.g., emission credit, renewable energy credit, environmental credit, “green” credit, etc.) or otherwise to have a market value. Entergy intends to shut down the Palisades nuclear power plant permanently on May 31, 2022.

Customers

Entergy Wholesale Commodities’ customers for the sale of both energy and capacity from its nuclear plants include retail power providers, utilities, electric power co-operatives, power trading organizations, and other power generation companies. These customers include Consolidated Edison and Consumers Energy, companies from which Entergy purchased plants, and ISO-NE, NYISO, and MISO. Substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants is with counterparties or their guarantors that have public investment grade credit ratings.

Competition

The ISO-NE and NYISO markets are highly competitive. Entergy Wholesale Commodities has numerous competitors in New England and New York, including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers. Entergy Wholesale Commodities is an independent power producer, which means it generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract. Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers. Owners of co-generation plants produce power primarily for their own consumption. Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants. Competition in the New England and New York power markets is affected by, among other factors, the amount of generation and transmission capacity in

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these markets. MISO does not have a centralized clearing capacity market, but load serving entities do meet the majority of their capacity needs through bilateral contracts and self-supply with a smaller portion coming through voluntary MISO auctions. The majority of Palisades’ current output is contracted to Consumers Energy through 2022. Entergy Wholesale Commodities does not expect to be materially affected by competition in the MISO market in the near term.

Seasonality

Entergy Wholesale Commodities’ revenues and operating income are subject to fluctuations during the year due to seasonal factors, weather conditions, and contract pricing. Refueling outages are generally in the spring and fall, and cause volumetric decreases during those seasons. When outdoor and cooling water temperatures are low, generally during colder months, Entergy Wholesale Commodities nuclear power plants operate more efficiently, and consequently, generate more electricity. Many of Entergy Wholesale Commodities’ contracts provide for shaped pricing over the course of the year. As a result of these factors, Entergy Wholesale Commodities’ revenues are typically higher in the first and third quarters than in the second and fourth quarters.

Fuel Supply

Nuclear Fuel

See “Fuel Supply - Nuclear Fuel” in the Utility portion of Part I, Item 1 for a discussion of the nuclear fuel cycle and markets. Entergy Nuclear Fuels Company, a wholly-owned subsidiary, is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for Entergy Wholesale Commodities nuclear power plants, while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services. All contracts for the disposal of spent nuclear fuel are between the DOE and each of the nuclear power plant owners.

Other Business Activities

Entergy Nuclear Power Marketing, LLC (ENPM) was formed in 2005 to centralize the power marketing function for Entergy Wholesale Commodities nuclear plants. Upon its formation, ENPM entered into long-term power purchase agreements with the Entergy Wholesale Commodities subsidiaries that own nuclear power plants (generating subsidiaries). As part of a series of agreements, ENPM agreed to assume and/or otherwise service the existing power purchase agreements that were in effect between the generating subsidiaries and their customers. ENPM’s functions include origination of new energy and capacity transactions and generation scheduling.

Entergy Nuclear, Inc. can pursue service agreements with other nuclear power plant owners who seek the advantages of Entergy’s scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Entergy Wholesale Commodities subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant.

TLG Services, a subsidiary of Entergy Nuclear, Inc., offers decommissioning, engineering, and related services to nuclear power plant owners.

Entergy provides plant operation support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. In 2010 an Entergy subsidiary signed an agreement to extend the management support services to Cooper Nuclear Station by 15 years, through January 2029.


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Regulation of Entergy’s Business

Federal Power Act

The Federal Power Act provides the FERC the authority to regulate:

the transmission and wholesale sale of electric energy in interstate commerce;
the reliability of the high voltage interstate transmission system through reliability standards;
sale or acquisition of certain assets;
securities issuances;
the licensing of certain hydroelectric projects;
certain other activities, including accounting policies and practices of electric and gas utilities; and
changes in control of FERC jurisdictional entities or rate schedules.

The Federal Power Act gives the FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over the rates charged by Entergy Arkansas and Entergy Louisiana to unaffiliated wholesale customers. The FERC also regulates wholesale power sales between the Utility operating companies. In addition, the FERC regulates the MISO RTO, an independent entity that maintains functional control over the combined transmission systems of its members and administers wholesale energy, capacity, and ancillary services markets for market participants in the MISO region, including the Utility operating companies. FERC regulation of the MISO RTO includes regulation of the design and implementation of the wholesale markets administered by the MISO RTO, as well as the rates, terms, and conditions of open access transmission service over the member systems and the allocation of costs associated with transmission upgrades.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Utility

Entergy Arkansas is subject to regulation by the APSC as to the following:

utility service;
retail rates;
fuel cost recovery;
reasonable and adequate service;
leasing;
the acquisition, sale, or lease of any public utility plant or property constituting an operating unit or system;
depreciation rates;
certificates of convenience and necessity and certificates of environmental compatibility and public need; and
the issuance and sale of certain securities.

Additionally, Entergy Arkansas serves a limited number of retail customers in Tennessee. Pursuant to legislation enacted in Tennessee, Entergy Arkansas is subject to complaints before the Tennessee Regulatory Authority only if it fails to treat its retail customers in Tennessee in the same manner as its retail customers in Arkansas. Additionally, Entergy Arkansas maintains limited facilities in Missouri but does not provide retail electric service to customers in Missouri. Although Entergy Arkansas obtained a certificate with respect to its Missouri facilities, Entergy Arkansas is not subject to the retail rate or regulatory scheme in Missouri.


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Entergy Louisiana’s electric and gas business is subject to regulation by the LPSC as to the following:

utility service;
retail rates and charges;
standards of service;
certification of generating facilities and certain transmission projects;
certification of power or capacity purchase contracts;
audit of the fuel adjustment charge, environmental adjustment charge, avoided cost payment to Qualifying Facilities, energy efficiency rider, and purchased gas adjustment charge;
integrated resource planning;
utility mergers and acquisitions and other changes of control; and
depreciation and other matters.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

utility service;
service areas;
facilities;
certification of generating facilities and certain transmission projects;
retail rates;
fuel cost recovery;
depreciation rates; and
mergers and changes of control.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the City Council as to the following:

utility service;
retail rates and charges;
standards of service;
depreciation and other matters;
integrated resource planning;
audit of fuel adjustment charge, environmental adjustment charge, and purchased gas adjustment charge;
issuance and sale of certain securities; and
mergers and changes of control.

To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT.  Entergy Texas is also subject to regulation by the PUCT as to the following:

retail rates and service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
customer service standards;
certification of certain transmission and generation projects; and
extensions of service into new areas.


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Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements.  The NRC has broad authority to impose civil penalties or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend and Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy subsidiaries in the Entergy Wholesale Commodities segment are subject to the NRC’s jurisdiction as the owners and operators of Pilgrim, Indian Point Energy Center, and Palisades. Substantial capital expenditures, increased operating expenses, and/or higher decommissioning costs at Entergy’s nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the Utility operating companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2018 of $186.9 million for the one-time fee. Entergy accepted assignment of the Pilgrim, FitzPatrick and Indian Point 3, Indian Point 1 and Indian Point 2, Vermont Yankee, Palisades, and Big Rock Point spent fuel disposal contracts with the DOE held by their previous owners. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Entergy’s total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, have surpassed $1.6 billion (exclusive of amounts relating to Entergy plants that were paid or are owed by prior owners of those plants).

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing (the DOE filed the license application in June 2008) and, after the license is granted by the NRC, proceed with the repository construction and commencement of receipt of spent fuel. Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. The DOE continues to delay meeting its obligation. Specific steps were taken to discontinue the Yucca Mountain project, including a motion to the NRC to withdraw the license application with prejudice and the establishment of a commission to develop recommendations for alternative spent fuel storage solutions. In August 2013 the U.S. Court of Appeals for the D.C. Circuit ordered the NRC to continue with the Yucca Mountain license review, but only to the extent of funds previously appropriated by Congress for that purpose and not yet used. Although the NRC completed the safety evaluation report for the license review in 2015, the previously appropriated funds are not sufficient to complete the review, including required hearings. The government has taken no effective action to date related to the recommendations of the appointed spent fuel study commission. Accordingly, large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy’s facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy’s nuclear sites.

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Following the 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.

As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. These subsidiaries have been, and continue to be, involved in litigation to recover the damages caused by the DOE’s delay in performance. Through 2018, Entergy’s subsidiaries won and collected on judgments against the government totaling over $500 million.

In April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $29 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Also in April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $44 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. In June 2015, Entergy Arkansas and System Energy appealed to the U.S. Court of Appeals for the Federal Circuit portions of those decisions relating to cask loading costs. In April 2016 the Federal Circuit issued a decision in both appeals in favor of Entergy Arkansas and System Energy, and remanded the cases back to the U.S. Court of Federal Claims. In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case, and Entergy received the payment from the U.S. Treasury in August 2016. In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case, and Entergy received payment from the U.S. Treasury in October 2016.
In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016.

In January 2016 the U.S. Court of Federal Claims issued a judgment in the amount of $49 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. In April 2016, Entergy Louisiana appealed to the U.S. Court of Appeals for the Federal Circuit the portion of that decision relating to cask loading costs. After the ANO and Grand Gulf appeal was rendered, the U.S. Court of Appeals for the Federal Circuit remanded the Waterford 3 case back to the U.S. Court of Federal Claims for decision in accordance with the U.S. Court of Appeals ruling on cask loading costs. In August 2016 the U.S. Court of Federal Claims issued a final judgment in the Waterford 3 case in the amount of $53 million, and Entergy Louisiana received the payment from the U.S. Treasury in November 2016.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case, reserving the issue of cask loading costs pending resolution of the appeal on the same issues in the Entergy Arkansas and System Energy cases. Entergy Louisiana received payment from the U.S. Treasury in August 2016. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana received the payment from the U.S. Treasury in January 2017. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.
In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulated agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee

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and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016.

In September 2016 the U.S. Court of Federal Claims issued a final judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades received payment from the U.S. Treasury in January 2017.

In October 2016 the U.S. Court of Federal Claims issued a judgment in the second round Entergy Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 received payment from the U.S. Treasury in January 2017.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round of the Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Storage capability additions using dry casks began operations at Palisades in 1993, at ANO in 1996, at FitzPatrick in 2002, at River Bend in 2005, at Grand Gulf in 2006, at Indian Point and Vermont Yankee in 2008, at Waterford 3 in 2011, and at Pilgrim in 2015.  These facilities will be expanded as needed.  

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Louisiana, and System Energy are entitled to recover from customers through electric rates the estimated decommissioning costs for ANO, Waterford 3, and Grand Gulf, respectively.  In addition, Entergy Louisiana and Entergy Texas are entitled to recover from customers through electric rates the estimated decommissioning costs for the portion of River Bend subject to retail rate regulation. The collections are deposited in trust funds that can only be used in accordance with NRC and other applicable regulatory requirements.  Entergy periodically reviews and updates the estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In July 2010 the LPSC approved increased decommissioning collections for Waterford 3 and the Louisiana regulated share of River Bend and in December 2010 the PUCT approved increased decommissioning collections for the Texas share of River Bend to address previously identified funding shortfalls.  This LPSC decision contemplated that the level of decommissioning collections could be revisited should the NRC grant license extensions for both Waterford 3 and River Bend, which has now occurred. In December 2016 the APSC ordered continued collections for decommissioning for ANO 2, while finding that ANO 1’s decommissioning was adequately funded without continued collections. In December 2017 the APSC ordered continued collections for decommissioning for ANO 2, and again found that ANO 1’s decommissioning was adequately funded without continued collections. In September 2016 the NRC issued a 20-year operating license renewal for Grand Gulf. In a 2017 filing at the FERC, System Energy stated that with the renewed operating license, Grand Gulf’s decommissioning trust was sufficiently funded, and proposed (among other things) to cease decommissioning collections for Grand Gulf effective October 1, 2017. The FERC accepted the proposal subject to refund, and appointed a settlement judge to oversee settlement negotiations in the case. Entergy currently believes its decommissioning funding will be sufficient for its nuclear plants subject to retail rate regulation, although decommissioning cost inflation and trust fund performance will ultimately determine the adequacy of the funding amounts.


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In January 2019, Entergy sold 100% of the membership interest in Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar. As a result of the sale, NorthStar assumed ownership of Vermont Yankee and its decommissioning and site restoration trusts, together with complete responsibility for the facility’s decommissioning and site restoration. See Note 9 to the financial statements for further discussion of Vermont Yankee decommissioning costs and see “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the NorthStar transaction.

For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities with the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy, which was completed in January 2017. In March 2017, Entergy sold the FitzPatrick plant to Exelon, and as part of the transaction, the FitzPatrick decommissioning trust fund, along with the decommissioning obligation for that plant, was transferred to Exelon. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the transaction. See Note 14 to the financial statements for discussion of the FitzPatrick sale.

In March 2018 filings with the NRC were made for certain Entergy subsidiaries’ nuclear plants reporting on decommissioning funding.  Those reports showed that decommissioning funding for each of those nuclear plants met the NRC’s financial assurance and planning requirements.

Additional information with respect to Entergy’s decommissioning costs and decommissioning trust funds is found in Note 9 and Note 16 to the financial statements.

Price-Anderson Act

The Price-Anderson Act requires that reactor licensees purchase and maintain the maximum amount of nuclear liability insurance available and participate in an industry assessment program called Secondary Financial Protection in order to protect the public in the event of a nuclear power plant accident.  The costs of this insurance are borne by the nuclear power industry.  Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025.  The Price-Anderson Act limits the contingent liability for a single nuclear incident to a maximum assessment of approximately $137.6 million per reactor (with 99 nuclear industry reactors currently participating).  In the case of a nuclear event in which Entergy Arkansas, Entergy Louisiana, System Energy, or an Entergy Wholesale Commodities company is liable, protection is afforded through a combination of private insurance and the Secondary Financial Protection program. In addition to this, insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units is also purchased.  The Price-Anderson Act and insurance applicable to the nuclear programs of Entergy are discussed in more detail in Note 8 to the financial statements.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. ANO 1, ANO 2, Waterford 3, River Bend, Indian Point 2, Indian Point 3, and Palisades are in Column 1. Grand Gulf is in Column 2. Pilgrim is in Column 4 and was subject to an extensive, but limited, set of required NRC inspections that were completed in 2018 with a finding by the NRC in January 2019 that the corrective actions required to address the concerns that led to placement in Column 4 had

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been completed and that Pilgrim had demonstrated sustained improvement. See Note 8 to the financial statements for further discussion of the placement of Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted below.  Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated.  Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other  facilities.  Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements.  These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, greenhouse gases, and significant modifications to existing facilities;
Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;
Hazardous air pollutant emissions reduction programs;
Interstate Air Transport;
Operating permit programs and enforcement of these and other Clean Air Act programs;
Regional Haze programs; and
New and existing source standards for greenhouse gas and other air emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and follows the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement.  Several years ago, however, the EPA implemented an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit.  Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered routine and on other legal issues that affect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air Act, including NSR requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015 an additional request for similar information was

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received for the White Bluff facility. Entergy responded to all requests. None of these EPA requests for information alleged that the facilities were in violation of law.

In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims as well as other issues facing Entergy Arkansas’s fossil generation plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. For further information about the settlement, see “Regional Haze” discussed below.
Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating facility (Lewis Creek) and is in the process of permitting and constructing one fossil-fueled facility (Montgomery County Power Station) in a geographic area that is not in attainment with the applicable national ambient air quality standards (NAAQS) for ozone.  The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area.  Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.”  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010.  In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008.  In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to the EPA for a finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard. The EPA issued this finding in December 2015. In April 2015 the EPA revoked the 1997 ozone NAAQS, and in May 2016 the EPA issued a proposed rule approving a substitute for the Houston-Galveston-Brazoria area. This redesignation indicated that the area has attained the revoked 1997 8-hour ozone NAAQS due to permanent and enforceable emission reductions and that it will maintain that NAAQS for 10 years from the date of the approval. Final approval, which was effective in December 2016, resulted in the area no longer being subject to any remaining anti-backsliding or nonattainment new source review requirements associated with the revoked 1997 NAAQS. In February 2018 the U.S. Court of Appeals for the D.C. Circuit opined that the EPA violated the Clean Air Act by revoking the 1997 standard and by creating the process that allowed states to avoid certain anti-backsliding provisions of the Act. Opponents filed a legal challenge to the December 2016 redesignation based on the February 2018 D.C. Circuit decision. The lawsuit has created much uncertainty and the TCEQ recently submitted a request to the EPA that the Houston-Galveston-Brazoria area be re-designated to attainment for the revoked 1997 standards.

In March 2008 the EPA revised the eight-hour NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  In April 2012 the EPA released its final nonattainment designations for the 2008 ozone NAAQS.  In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment. In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas had attained the 2008 standard. In May 2016 the EPA finalized those determinations and extended the Houston-Galveston-Brazoria area’s attainment date for the 2008 ozone standard to July 20, 2016 and reclassified the Baton Rouge area as attainment for ozone under the 2008 8-hour ozone standard. In December 2016 the EPA determined that the Houston-Galveston-Brazoria area had failed to attain the 2008 ozone standard by the 2016 attainment date. This finding reclassified the Houston-Galveston-Brazoria area from marginal to “moderate” and set the attainment deadline as July 20, 2018. In May 2018 the EPA published a proposed rule approving the Houston-Galveston-Brazoria attainment demonstration (a forward-looking model projecting attainment) for the 2008 8-hour ozone standard.

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However, in November 2018, the EPA signed a proposed rule determining that the area had failed to attain the 2008 standard by the July 20, 2018 attainment deadline. This determination will reclassify the Houston-Galveston-Brazoria area from “moderate” to “serious” and set the attainment deadline as July 20, 2021. Upon issuance of the final rule, the reclassification will become effective 30 days after publication in the Federal Register.

In October 2015 the EPA issued a final rule again lowering the primary and secondary NAAQS for ozone, this time to a level of 70 parts per billion. States were required to assess their attainment status and recommend designations to the EPA. In May 2018 the EPA designated Montgomery County, Texas, which is in the Houston-Galveston-Brazoria area, and in which Entergy’s Lewis Creek plant operates, as marginal non-attainment. The final designations were effective in August 2018. Entergy will continue to work with state environmental agencies on appropriate methods for assessing attainment and nonattainment with the new standard and, where necessary, in planning for compliance. The State of Texas is required to develop plans intended to return the area to a condition of attainment by August 2021.

Potential SO2Nonattainment

The EPA issued a final rule in June 2010 adopting an SO2 1-hour national ambient air quality standard of 75 parts per billion.  The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA indicated that it would delay designations except for those areas with existing monitoring data from 2009 to 2011 indicating violations of the new standard. In August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as nonattainment for the SO2 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. In July 2016 the EPA finalized another round of designations for areas with newly monitored violations of the 2010 standard and those with stationary sources that emit over a threshold amount of SO2. Counties and parishes in which Entergy owns and operates fossil generating facilities that were included in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. Independence County and Calcasieu Parish were designated “unclassifiable,” and Jefferson County was designated “unclassifiable/attainment.” In August 2017 the EPA issued a letter indicating that East Baton Rouge and St. Charles parishes would be designated by December 31, 2020 as monitors were installed to determine compliance. In January 2018 the EPA published a final rule designating a third round of attainment and nonattainment areas. Evangeline Parish, Louisiana, was designated nonattainment. Entergy does not have a generation asset in that parish. Additional capital projects or operational changes may be required to continue operating Entergy facilities in areas eventually designated as in nonattainment of the standard or designated as contributing to nonattainment areas. In May 2018 the EPA released a proposed rule that would retain the standard at 75 parts per billion, which was set in 2010. In November 2018 the EPA proposed to designate Independence County as “unclassifiable/attainment.” Final EPA action is pending.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which had a compliance date, with a widely granted one-year extension, of April 2016. The required controls have been installed and are operational at all affected Entergy units. In December 2018 the EPA signed a proposed rule that finds that it is not “appropriate and necessary” to regulate hazardous air pollutants from electric steam generating units under the provisions of section 112(n) of the Clean Air Act. This is a reversal of the EPA’s previous finding requiring such regulation. However, the proposal does not seek to revise the MATS rule at this time. Entergy will continue to monitor this situation.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions 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.

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Based on several court challenges, CAIR and its subsequent versions, now known as the Cross State Air Pollution Rule (CSAPR), have been remanded to and modified by the EPA on multiple occasions. In July 2015 the D.C. Circuit invalidated the allowance budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR remains in effect.

The CSAPR Phase 1 implementation became effective January 1, 2015. Entergy has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy.

In September 2016 the EPA finalized the CSAPR Update Rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017 the final rule requires reductions in summer nitrogen oxides (NOx) emissions. Several states, including Arkansas and Texas, filed a challenge to the Update Rule, which remains pending.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could result in a requirement to install SO2 and NOx pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units.  The rule leaves certain CAVR determinations to the states.  

In Arkansas, the Arkansas Department of Environmental Quality prepared a state implementation plan (SIP) for Arkansas facilities to implement its obligations under the CAVR.   In April 2012 the EPA finalized a decision addressing the Arkansas Regional Haze SIP, in which it disapproved a large portion of the Arkansas plan, including the emission limits for NOx and SO2 at White Bluff.  In April 2015 the EPA published a proposed federal implementation plan (FIP) for Arkansas, taking comment on requiring installation of scrubbers and low NOx burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NOx controls to continue operating the Lake Catherine plant. Entergy filed comments by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO2 and NOx limits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units at a later date.

In September 2016 the EPA published the final Arkansas Regional Haze FIP. In most respects, the EPA finalized its original proposal but shortened the time for compliance for installation of the NOx controls. The FIP required an emission limitation consistent with SO2 scrubbers at both White Bluff and Independence by October 2021 and NOx controls by April 2018. The EPA declined to adopt Entergy’s proposals related to ceasing coal use as an alternative to SO2 scrubbers for White Bluff SO2 BART. In November 2016, Entergy and other interested parties, including the State of Arkansas, filed petitions for administrative reconsideration and stay at the EPA as well as petitions for judicial review in the U.S. Court of Appeals for the Eighth Circuit. The Eighth Circuit granted the stay pending settlement discussions and pending the State’s development of a SIP that, if approved by the EPA, would replace the FIP. The state has proposed its replacement SIP in two parts: Part I considers NOx requirements, and Part II considers SO2 requirements. The EPA approved the Part I NOx SIP in January 2018. The Part I SIP requires that Entergy address NOx impacts on visibility via compliance with the CSAPR ozone-season emission trading program. Arkansas has finalized a Part II SIP which is under review by the EPA and is currently pending a state administrative appeal. In November 2018 the EPA proposed to finalize the Part II SIP without any substantive changes. Additionally, on December 31, 2018, the ALJ issued a Recommended Decision granting the Arkansas Department of Environmental Quality’s and Entergy’s Motions for Summary Judgment, which will resolve the administrative appeal if adopted by the Arkansas Pollution Control and Ecology Commission. The final Part II SIP requires that Entergy achieve SO2 emission reductions via the use of low-sulfur coal at both White Bluff and Independence within three years. The Part II SIP also requires that Entergy cease to use coal at White Bluff by December 31, 2028 and notes the current planning assumption that Entergy’s Independence units will cease to burn coal by December 31, 2030.

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In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims and reducing the risk that Entergy Arkansas, as operator of Independence and White Bluff, might be compelled under the Clean Air Act’s regional haze program to install costly emissions control technologies. Consistent with the terms of the settlement and in many cases also the Part II SIP, Entergy Arkansas, along with co-owners, will begin using only low-sulfur coal at Independence and White Bluff by mid-2021; cease to use coal at White Bluff and Independence by the end of 2028 and 2030, respectively; cease operation of the remaining gas unit at Lake Catherine by the end of 2027; reserve the option to develop new generating sources at each plant site; and commit to install or propose to regulators at least 800 MWs of renewable generation by the end of 2027, with at least half installed or proposed by the end of 2022 (which includes two existing Entergy Arkansas projects) and with all qualifying co-owner projects counting toward satisfaction of the obligation. Under the settlement, the Sierra Club and the National Parks Conservation Association also waive certain potential existing claims under federal and state environmental law with respect to specified generating plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. The EPA, which is allowed to comment on such a settlement agreement, has stated that it has no objections to the settlement. The Arkansas Attorney General and the Arkansas Affordable Entergy Coalition have filed motions to intervene. The court has not acted on the intervention requests. The Arkansas Attorney General also filed an application before the APSC in December 2018 seeking an investigation into the effects of the settlement, the Arkansas Affordable Energy Coalition filed to support the investigation, and Entergy Arkansas filed a motion to dismiss the application. Briefing is ongoing.

In Louisiana, Entergy worked with the Louisiana Department of Environmental Quality (LDEQ) and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. The LDEQ submitted a revised SIP in February 2017. In May 2017 the EPA proposed to approve a majority of the revisions. In September 2017 the EPA issued a proposed SIP approval for the Nelson plant, requiring an emission limitation consistent with the use of low-sulfur coal, with a compliance date three years from the effective date of the final EPA approval. The EPA’s final approval decision was issued in December 2017 and is on appeal to the U.S. Court of Appeals for the Fifth Circuit.

New and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, the EPA was directed 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 January 2014 the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants.  Entergy was actively engaged in the rulemaking process, and submitted comments to the EPA in December 2014. The EPA issued the final rules for both new and existing sources in August 2015, and they were published in the Federal Register in October 2015. The existing source rule, also called the Clean Power Plan, requires states to develop plans for compliance with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and by the U.S. Supreme Court, if further review is granted. In March 2017 the current administration issued an executive order entitled “Promoting Energy Independence and Economic Growth” instructing the EPA to review and then to suspend, revise, or rescind the Clean Power Plan, if appropriate. The EPA subsequently asked the D.C. Circuit to hold the challenges to the Clean Power Plan and the greenhouse gas new source performance standards in abeyance and signed a notice of withdrawal of the proposed federal plan, model trading rules, and the Clean Energy Incentive Program. The court placed the litigation in abeyance in April 2017. The EPA

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Administrator also sent a letter to the affected governors explaining that states are not currently required to meet Clean Power Plan deadlines, some of which have passed. In October 2017 the EPA proposed a new rule that would repeal the Clean Power Plan on the grounds that it exceeds the EPA’s statutory authority under the Clean Air Act. In December 2017 the EPA issued an advanced notice of proposed rulemaking regarding section 111(d), seeking comment on the form and content of a replacement for the Clean Power Plan, if one is promulgated. In August 2018 the EPA published its proposal to replace the Clean Power Plan. The Affordable Clean Energy (ACE) Rule, which in its current form focuses on existing coal-fired electric generating units, proposes to determine that heat rate improvements are the best system of emission reductions. The rule also proposes revisions to the New Source Review program to prevent that program from being a barrier to installing heat rate improvement projects under ACE. Additionally, the rule provides states more discretion in determining how the best system for emission reductions applies to individual units, including technical feasibility and the remaining useful life of the facility. Comments on the proposal were due in October 2018. Entergy will continue to be engaged in this rulemaking process.

Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level.  Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s operations.  Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications.  These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
introduction of bills in Congress and development of regulations by the EPA proposing further limits on NOx, SO2, mercury, and carbon dioxide and other air emissions.  New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;
efforts in Congress or at the EPA to establish a federal carbon dioxide emission tax, control structure or unit performance standards;
revisions to the estimates of the Social Cost of Carbon and its use for regulatory impact analysis of Federal laws and regulations;
implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;
efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;
efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;
efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs;
efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk;
the listing of additional species as threatened or endangered, the protection of critical habitat for these species, and developments in the legal protection of eagles and migratory birds; and
the regulation of the management, disposal, and beneficial reuse of coal combustion residuals.

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner.  By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per megawatt-hour of electricity generated.  In anticipation of the imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions.  These voluntary actions included establishment of a formal program to stabilize owned power plant carbon dioxide emissions at 2000

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levels through 2005, and Entergy succeeded in reducing emissions below 2000 levels. In 2006, Entergy started including emissions from controllable power purchases as well as its ownership share of generation.  Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases, cumulatively over the period, at 20% below 2000 levels through 2010.  In 2011, Entergy extended this commitment through 2020.  Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 43.7 million tons in 2018 and 39.9 tons in 2017.
Entergy participates in the M.J. Bradley & Associates’ Annual Benchmarking Air Emissions Report, an annual analysis of the 100 largest U.S. electric power producers. The report is available on the M.J. Bradley website. Entergy’s annual greenhouse gas emissions inventory is also third-party verified, and that certification is made available on the American Carbon Registry website. Entergy participates annually in the Dow Jones Sustainability Index and in 2018 was listed on the North American Index. Entergy has been listed on the World or North American Index, or both, for seventeen consecutive years.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States.  The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted.  Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years.  Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants.  

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. After litigation, the EPA issued a new final 316(b) rule in August 2014. Entergy is implementing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed a petition for review of the final rule as a co-petitioner with the Utility Water Act Group. The U.S. Court of Appeals for the Second Circuit heard oral argument in September 2017 and rendered its decision in July 2018. The U.S. Court of Appeals upheld the rule in its entirety. Environmental petitioners petitioned the Second Circuit for a panel rehearing or rehearing en banc, which was denied.

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 said would inform the rulemaking. This report was finalized in January 2015. The final rule was published in the Federal Register in June 2015. The rule could significantly increase the number and types of waters included in the EPA’s and the U.S.

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Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. The final rule was challenged in various federal courts by several parties, including most states. In February 2017 the current administration issued an executive order instructing the EPA and the U.S. Army Corps of Engineers to review the Waters of the United States rule and to revise or rescind, as appropriate. The 2015 rule now is stayed throughout Entergy’s utility service territory by actions of the United States District Courts. In December 2018 the EPA released a prepublication copy of its revised definition of Waters of the United States which proposes to narrow the scope of the Clean Water Act jurisdiction, as compared to the 2015 rule. Comments will be due 60 days after publication in the Federal Register.

Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to monitor and report regularly the presence of radioactive material in the environment.  Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program.  This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed groundwater monitoring wells and began periodic sampling.  The program also includes protocols for notifying local officials if contamination is found.  To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, Indian Point, Palisades, Pilgrim, Grand Gulf, and River Bend.  Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides.  Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

In February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian Point’s groundwater monitoring program.  Investigation of the source of elevated tritium determined that the source was related to a temporary system to process water in preparation for the regularly scheduled refueling outage at Indian Point 2. The system was secured and is no longer in use and additional measures have been taken to prevent reoccurrence should the system be needed again. In June 2016, Indian Point detected trace amounts of cobalt 58 in a single well. This was associated with the draining and disassembly of a temporary heat exchanger operated in support of the Indian Point 2 outage. Oversight by the NRC and other federal/state government bodies continues. The NRC has issued a green notice of violation related to the adequacy of Entergy’s controls to prevent the introduction of radioactivity into the site groundwater. Entergy completed corrective actions and is working with the NRC on the closure of the notice of violation.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released.  Certain private parties also may use CERCLA to recover response costs.  Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA.  CERCLA has been interpreted to impose strict, joint and several liability on responsible parties.  Many states have adopted programs similar to CERCLA.  Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities including nuclear facilities that have been or will be sold to decommissioning companies.  In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation.  Some disposal sites used by

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Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities.  Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs.  The affected Entergy subsidiaries have established provisions for the liabilities for such environmental clean-up and restoration activities.  Details of potentially material CERCLA and similar state program liabilities are discussed in the “Other Environmental Matters” section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2018, Entergy has recorded asset retirement obligations related to CCR management of $18.4 million.

In December 2016 the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for a permit program. In September 2017 the EPA agreed to reconsider certain provisions of the CCR rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards. The EPA is expected to release additional revisions in another rulemaking. In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

Pursuant to the EPA Rule, Entergy operates groundwater monitoring systems surrounding its coal combustion residual landfills located at White Bluff, Independence, and Nelson. Monitoring to date has detected concentrations of certain listed constituents in the area, but has not indicated that these constituents originated at the active landfill cells. Reporting has occurred as required, and detection monitoring will continue as the rule requires. In late-2017, Entergy determined that certain in-ground wastewater treatment system recycle ponds at its White Bluff and Independence facilities require management under the new EPA regulations. In order to meet these regulations, one of two recycle ponds at White Bluff commenced closure in October 2018. Additionally, the second recycle pond at White Bluff is planned for closure on or before October 31, 2020. Any potential requirements for corrective action or operational changes under the new EPA rule continue to be assessed. Notably, ongoing litigation has resulted in the EPA’s continuing review of the rule. Consequently, the nature and cost of additional corrective action requirements may depend, in part, on the outcome of the EPA’s review.

Other Environmental Matters

Entergy Louisiana and Entergy Texas

Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931.  Coal tar, a

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by-product of the distillation process employed at MGPs, apparently was routed to a portion of the property for disposal.  The same area also has been used as a landfill.  In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site.  In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center.  In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface.  In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site.  The groundwater monitoring study commenced in January 2006 and is continuing.  The EPA released the second Five Year Review in 2015. The EPA indicated that the current remediation technique was insufficient and that Entergy would need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and suggesting installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy is awaiting comments and direction from the EPA on the Focused Feasibility Study and potential remedy selection.  In early 2017 the EPA indicated that the new remedial method, a waterloo barrier, may not be necessary and requested revisions to the Focused Feasibility Study. The EPA plans to provide comments on the revised 2017 Focused Feasibility Study in the next Five Year Review in 2020. Entergy is continuing discussions with the EPA regarding the ongoing actions at the site.

Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy subsidiaries sent transformers to this facility.  Entergy Arkansas, Entergy Louisiana, and Entergy Texas responded to an information request from the TCEQ.  Entergy Louisiana and Entergy Texas joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site.  Current estimates, although variable depending on ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be approximately $1.5 million to $2 million.  Remediation activities continue at the site.

Entergy Texas

In December 2016 a transformer inside the Hartburg, Texas Substation had an internal fault resulting in a release of approximately 15,000 gallons of non-PCB mineral oil. Cleanup ensued immediately; however, rain caused much of the oil to spread across the substation yard and into a nearby wetland. The Texas Commission on Environmental Quality (TCEQ) and the National Response Center were immediately notified, and the TCEQ responded to the site approximately two hours after the cleanup was initiated. The remediation liability is estimated at $2.2 million; however, this number could fluctuate depending on the remediation extent and wetland mitigation requirements. In July 2017, Entergy entered into the Voluntary Cleanup Program with the TCEQ. Additional direction is expected from the TCEQ regarding final remediation requirements for the site. In November 2017, additional soil sampling was completed in the wetland area and, in February 2018, a site summary report of findings was submitted to the TCEQ. The TCEQ responded in June 2018 and has requested an ecological exclusion criteria checklist/Tier II screening-level ecological risk assessment, and additional site assessment, additional soil samples, groundwater samples, and some additional diagrams and maps. Entergy has developed and is implementing a response plan addressing the TCEQ’s requests.

Litigation

Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments.  Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs

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in personal injury, property damage, and business tort cases.  The litigation environment in these states poses a significant business risk to Entergy.

Ratepayer and Fuel Cost Recovery Lawsuits  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.
Asbestos Litigation(Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas)

See Note 8 to the financial statements for a discussion of this litigation.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers.  As of December 31, 2018, Entergy subsidiaries employed 13,688 people.

Utility:
Entergy Arkansas1,258
Entergy Louisiana1,656
Entergy Mississippi713
Entergy New Orleans278
Entergy Texas600
System Energy
Entergy Operations3,479
Entergy Services3,525
Entergy Nuclear Operations2,127
Other subsidiaries52
Total Entergy13,688

Approximately 4,700 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, and Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Copies of the reports that Entergy files with the SEC can be obtained at the SEC’s website.


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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information.  Filings made with the SEC are posted and available without charge on Entergy’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.  These filings include annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; proxy statements; and any amendments to those reports or statements.  All such postings and filings are available on Entergy’s Investor Relations website free of charge.  Entergy is providing the address to its internet site solely for the information of investors and does not intend the address to be an active link.  The contents of the website are not incorporated into this report.



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RISK FACTORS

Investors should review carefully the following risk factors and the other information in this Form 10-K.  The risks that Entergy faces are not limited to those in this section.  There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy’s financial condition, results of operations, and liquidity.  See “FORWARD-LOOKING INFORMATION.”

Utility Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that can be lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.
The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance costs, allowed rates of return, financing costs, and related costs of service.  These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy.  These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment, including adjustment upon the initiative of a regulator or affected stakeholders.

In addition, regulators may initiate proceedings to investigate the prudence of costs in the Utility operating companies’ base rates and examine, among other things, the reasonableness or prudence of the companies’ operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates.  The regulators may disallow costs subject to their jurisdiction found not to have been prudently incurred or found not to have been incurred in compliance with applicable tariffs, creating some risk to the ultimate recovery of those costs.  Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates.  Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates.  Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings. 

The base rates of Entergy Texas are established largely in traditional base rate case proceedings. Apart from base rate proceedings, Entergy Texas has also filed to use rate riders to recover the revenue requirements associated with certain authorized historical costs. For example, Entergy Texas has recovered distribution-related capital investments through the distribution cost recovery factor rider mechanism, transmission-related capital investments and certain non-fuel MISO charges through the transmission cost recovery factor rider mechanism, and MISO fuel and energy-related costs through the fixed fuel factor mechanism. Entergy Texas is also required to make a filing every three years, at a minimum, reconciling its fuel and purchased power costs and fuel factor revenues. In the course of this reconciliation, the PUCT determines whether eligible fuel and fuel-related expenses and revenues are necessary and reasonable, and makes a prudence finding for each of the fuel-related contracts for the reconciliation period.

Between base rate cases, Entergy Arkansas and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize a forward test year (Entergy Arkansas) or forward-looking features (Entergy Mississippi). In response to Entergy Arkansas’s application for a general change in rates in 2015, the APSC approved the formula rate plan tariff proposed by Entergy Arkansas including its use of a projected year test period and an initial five-year term. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’s formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an

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application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved and MPSC-approved tariffs, respectively.

Entergy Louisiana historically sets electric base rates annually through a formula rate plan using an historic test year. The form of the formula rate plan, on a combined basis, was approved in connection with the business combination of Entergy Louisiana and Entergy Gulf States Louisiana and largely followed the formula rate plans that were approved by the LPSC in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate plan has been extended through the test year 2019; certain modifications were made in that extension, including a decrease to the allowed return on equity and the addition of a transmission cost recovery mechanism. The formula rate plan continues to include exceptions from the rate cap and sharing requirements for certain large capital investment projects, including acquisition or construction of generating facilities and purchase power agreements approved by the LPSC and as noted, for certain transmission investment, among other items. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause. In the event that the electric formula rate plan is not renewed or extended, Entergy Louisiana would revert to the more traditional rate case environment.

Entergy New Orleans previously operated under a formula rate plan that ended with the 2011 test year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented in connection with the most recent base rate case that is filed regarding its electric and gas operations. Entergy New Orleans filed its most recent rate case in September 2018 and expects a decision by the City Council later in 2019, with rates to become effective as of August 2019.

The rates of System Energy are established by the FERC, and the costs allowed to be charged pursuant to these rates are, in turn, passed through to the participating Utility operating companies through the Unit Power Sales Agreement, which allows monthly adjustments to reflect the current operating costs of, and investment in, Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.  For information regarding rate case proceedings and formula rate plans applicable to the Utility operating companies, see Note 2 to the financial statements.

The Utility operating companies recover fuel, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment.  Because regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred, including the cost of replacement power purchased when generators experience outages, with the possibility of refunds to ratepayers, there exists some risk to the ultimate recovery of those costs.  Regulators may also initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

The Utility operating companies’ cash flows can be negatively affected by the time delays between when gas, power, or other commodities are purchased and the ultimate recovery from customers of the costs in rates.  On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating

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companies may agree to defer recovery of a portion of that period’s fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies.  For a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power costs recovery, see Note 2 to the financial statements.
There remains uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies.

The Utility operating companies historically engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that had been approved by the FERC. The System Agreement terminated in its entirety on August 31, 2016.

There remains uncertainty regarding the long-term effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it had been in existence. In the absence of the System Agreement, there remains uncertainty around the effectiveness of governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement terminated in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing of payments made by Entergy Arkansas under the System Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

For further information regarding the regulatory proceedings relating to the System Agreement, see Note 2 to the financial statements.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways that cause additional risk.

The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. MISO is currently evaluating through its stakeholder process potential changes in the transmission project criteria in MISO. These changes, if adopted, could potentially result in a larger volume of competitively bid and regionally cost allocated transmission projects. In addition to the cash and financing-related risks arising from the potential additional cost allocation to the Utility operating companies from these projects, there is a risk that the Utility operating companies’ business and financial position could be harmed as a result of lost investment opportunities and other effects that flow from an increased number of competitive projects being approved

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and constructed that are interconnected with their transmission systems. Further, the terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC. The operation of the Utility operating companies’ transmission system pursuant to the MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make periodic filings setting forth the results of analysis of the costs and benefits realized from MISO membership as well as the projected costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO. These filings have been submitted periodically by each of the Utility operating companies as required by their respective retail regulators, and the outcome of the resulting proceedings may affect the Utility operating companies’ continued membership in MISO.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

A delay or failure in recovering amounts for storm restoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy’s and its Utility operating companies’ results of operations, liquidity, and financial condition can be materially affected by the destructive effects of severe weather.  Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages.  A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

Nuclear Operating, Shutdown and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy)

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be successful, and lower capacity factors could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy, and Entergy Wholesale Commodities.  Nuclear plant operations involve substantial fixed operating costs.  Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors, consistent with safety requirements. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs.  For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations.  Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power.  Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners periodically shut down their nuclear power plants to replenish fuel.  Plant maintenance and upgrades are often scheduled during such refueling outages.  If refueling outages last longer than anticipated or if unplanned outages arise, Entergy’s and their results of operations, financial condition, and liquidity could be materially affected.

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Outages at nuclear power plants to replenish fuel require the plant to be “turned off.”  Refueling outages generally are planned to occur once every 18 to 24 months and average approximately 30 days in duration.  Plant maintenance and upgrades are often scheduled during such planned outages, which often extends the planned outage duration.  When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may increase.  Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment, and fabrication). These risks could materially affect Entergy’s and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy’s nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through 2019 and beyond.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the Palisades, Pilgrim, Indian Point 2 and Indian Point 3 plants over the next three years. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past, and may be subject to increased volatility due to the imposition of tariffs or shifting trade arrangements between countries.  Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price changes could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.  The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations, suspend, or revoke their licenses, or increase oversight of their nuclear plants, which could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants.  The NRC may modify, suspend, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, related regulations, or the terms of the licenses for nuclear facilities. Interested parties may also intervene which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require

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a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy.  A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.For additional information concerning the current classification of the plants owned by Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see “Regulation of Entergy’s Business- Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process” in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by one of these companies, as well as those owned by others, may lead to a change in laws or regulations or the terms of the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties.  As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially affect the financial condition, results of operations, and liquidity of Entergy, certain of the Utility operating companies, System Energy, or Entergy Wholesale Commodities. 

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially affect Entergy’s and  their results of operations, financial condition, and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy,and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s.  Older equipment may require more capital expenditures to keep each of these nuclear power plants operating safely and efficiently.  This equipment is also likely to require periodic upgrading and improvement.  Any unexpected failure, including failure associated with breakdowns, forced outages, or any unanticipated capital expenditures, could result in increased costs, some of which costs may not be fully recoverable by the Utility operating companies and System Energy in regulatory proceedings should there be a determination of imprudence.  Operations at any of the nuclear generating units owned and operated by Entergy’s subsidiaries could degrade to the point where the affected unit needs to be shut down or operated at less than full capacity.  If this were to happen, identifying and correcting the causes may require significant time and expense.  A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity.  For the Utility operating companies and System Energy, this could result in certain costs being stranded and potentially not fully recoverable in regulatory proceedings. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. In addition, the operation and maintenance of Entergy’s nuclear facilities require the commitment of substantial human resources that can result in increased costs.

The nuclear industry continues to address susceptibility to the effects of stress corrosion cracking and other corrosion mechanisms on certain materials within plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy’s nuclear power plants that may need to be replaced or refurbished, and in some cases, parts are no longer available and have to be reverse-engineered for replacement.  In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.


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The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel disposal facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs for the on-site storage of spent nuclear fuel.  The approval of a license for a national repository for the disposal of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs associated with on-site storage of spent nuclear fuel.  For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the NRC licensing of the Yucca Mountain repository is effectively at a standstill. These actions are prolonging the time before spent fuel is removed from Entergy’s plant sites.  Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach.  Furthermore, Entergy is uncertain as to when the DOE will commence acceptance of spent fuel from its facilities for storage or disposal.  As a result, continuing future expenditures will be required to increase spent fuel storage capacity at the companies’ nuclear sites and maintenance costs on existing storage facilities, including aging management of fuel storage casks, may increase.  The costs of on-site storage are also affected by regulatory requirements for such storage.  In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the ability to fully decommission the nuclear units and the costs relating to decommissioning.  For further information regarding spent fuel storage, see the “Critical Accounting EstimatesNuclear Decommissioning CostsSpent Fuel Disposal” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 8 to the financial statements.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material effect on Entergy’s and their results of operations, financial condition, or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere.  The Price-Anderson Act limits each reactor owner’s public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool, which is referred to as Secondary Financial Protection, up to approximately $137.6 million per reactor.   With 99 reactors currently participating, this translates to a total public liability cap of approximately $14 billion per incident.  The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors.  As required by the Price-Anderson Act, the Utility operating companies, System Energy, and Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers, which is $450 million for each operating site.  Claims for any nuclear incident exceeding that amount are covered under Secondary Financial Protection.  As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the primary insurance coverage, each owner of a nuclear plant reactor, including Entergy’s Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary insurance level, up to a maximum of approximately $137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.238 billion).  The retrospective premium payment is currently limited to approximately $21 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $137.6 million cap.

NEIL is a utility industry mutual insurance company, owned by its members, including the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities plants. All member plants could be subject to an annual assessment (retrospective premium of up to 10 times current annual premium for all policies) should the NEIL surplus (reserve) be significantly depleted due toinsured losses.  As of December 31, 2018, the maximum annual assessment amounts total $118 million for the Utility plants.  Retrospective premium insurance

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available through NEIL’s reinsurance treaty can cover the potential assessments and the Entergy Wholesale Commodities plants currently maintain the retrospective premium insurance to cover those potential assessments.

As an owner of nuclear power plants, Entergy participates in industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event.  Any resulting liability from a nuclear accident may exceed the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition, or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

The decommissioning trust fund assets for the nuclear power plants owned by the Utility operating companies, System Energy and the Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if market performance and other changes decrease the value of assets in the decommissioning trusts, if one or more of Entergy’s nuclear power plants is retired earlier than the anticipated shutdown date, if the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require significant additional funding.
Owners of nuclear generating plants have an obligation to decommission those plants.  Certain of the Utility operating companies, System Energy, and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose.  Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies.  Those rate collections, as adjusted from time to time by rate regulators, are generally based upon operating license lives and trust fund balances as well as estimated trust fund earnings and decommissioning costs.  Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds.

Under NRC regulations, nuclear plant owners are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount that will be available in each nuclear power plant’s decommissioning trusts combined with any other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process, or the anticipated actual completion of decommissioning if a site-specific estimate is used. If the projected amount of each individual plant’s decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs required to decommission these nuclear power plants, or funding is otherwise inadequate, or if the formula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources or commitments would be required.  Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a plan for the provision of separate funding for spent fuel management costs.  In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of the Utility operating companies, System Energy, or Entergy Wholesale Commodities nuclear power plants or may restrict the decommissioning-related costs that can be paid from the decommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

An early plant shutdown (either generally or relative to current expectations), poor investment results or higher than anticipated decommissioning costs (including as a result of changing regulatory requirements) could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Utility operating

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companies, System Energy or the Entergy Wholesale Commodities nuclear plant owners may be required to provide significant additional funds or credit support to satisfy regulatory requirements for decommissioning, which, with respect to the Utility operating companies, may not be recoverable from customers in a timely fashion or at all.

For further information regarding nuclear decommissioning costs, management’s decision to exit the merchant power business, the impairment charges that resulted from such decision, and the planned sales of Pilgrim and Palisades (which will include the transfer of each entity’s decommissioning trust), see the “Critical Accounting Estimates- Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy, the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, and Notes 9 and 14 to the financial statements.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants.  Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s, and owners of Entergy Wholesale Commodities nuclear power plants.  Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates– Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation and decommissioning of Entergy’s nuclear power plants.

New and existing concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northern United States, which is where most of the current fleet of Entergy Wholesale Commodities nuclear power plants is located.  These concerns have led to, and may continue to lead to, various proposals to Federal regulators and governing bodies in some localities where Entergy’s subsidiaries own nuclear generating units for legislative and regulatory changes that might lead to the shutdown of nuclear units, additional requirements or restrictions related to spent nuclear fuel on-site storage and eventual disposal, or other adverse effects on owning, operating and decommissioning nuclear generating units.  Entergy vigorously responds to these concerns and proposals.  If any of the existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material effect on Entergy’s results of operations, financial condition, and liquidity.

(Entergy Corporation)

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized rate of return on their capital investments in non-utility businesses.  As a result, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.  As of December 31, 2018, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 98% in 2019, 94% in 2020, 91% in 2021, and 66% in 2022 of its generation portfolio’s planned energy output, reflecting the planned shutdown or sale of the Entergy Wholesale Commodities nuclear power plants by mid-2022.


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Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix.  The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not operating, the seller generally is not liable for damages.  For some unit-contingent obligations, however, there is also a guarantee of availability that provides for the payment to the power purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

Market prices may fluctuate substantially, sometimes over relatively short periods of time, and at other times experience sustained increases or decreases.  Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply.  During periods of over-supply, prices might be depressed.  Also, from time to time there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region. These conditions were primary factors leading to Entergy’s decision to shut down (or sell) Entergy Wholesale Commodities’ nuclear power plants before the end of their operating licenses (or requested operating licenses for Indian Point 2 and Indian Point 3).

The price that different counterparties offer for various products including forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements, and the number of available counterparties interested in contracting for the desired forward period.  Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities’ contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition, or liquidity.  New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Market and Credit Risk Sensitive Instruments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.  Since Entergy Wholesale Commodities has announced the closure (or sale) of its nuclear plants, Entergy Wholesale Commodities may enter into fewer forward sales contracts for output from such plants.

Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy’s control to a significant degree, are:

prevailing market prices for natural gas, uranium (and its conversion, enrichment, and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;
seasonality and realized weather deviations compared to normalized weather forecasts;
availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;
changes in production and storage levels of natural gas, lignite, coal and crude oil, and refined products;
liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;
the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;
electricity transmission, competing generation or fuel transportation constraints, inoperability, or inefficiencies;

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the general demand for electricity, which may be significantly affected by national and regional economic conditions;
weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;
the rate of growth in demand for electricity as a result of population changes, regional economic conditions, and the implementation of conservation programs or distributed generation;
regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities customers to enter into long-term contracts generally, and contracts for energy in particular;
increases in supplies due to actions of current Entergy Wholesale Commodities competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities, and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;
union and labor relations;
changes in Federal and state energy and environmental laws and regulations and other initiatives, such as the Regional Greenhouse Gas Initiative, including but not limited to, the price impacts of proposed emission controls;
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and
natural disasters, terrorist actions, wars, embargoes, and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive regulation under federal, state, and local laws. Compliance with the requirements under these various regulatory regimes may cause the Entergy Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity.  Each of the owners of the Entergy Wholesale Commodities nuclear power plants that generates electricity, as well as Entergy Nuclear Power Marketing, LLC, is a “public utility” under the Federal Power Act by virtue of making wholesale sales of electric energy and/or owning wholesale electric transmission facilities.  The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates.  The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions.  In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation.  If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules.  This could have an adverse effect on the rates the Entergy Wholesale Commodities business charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules imposed by the existing Independent System Operators.  The Independent System Operators that oversee most of the wholesale power markets may impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets.  These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale

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Commodities business’ generation facilities that sell energy and capacity into the wholesale power markets. Further, the New York Independent System Operator could determine that the timing of the shutdown of the Indian Point units could be inconsistent with its market power rules, and impose certain penalties that could affect Entergy Wholesale Commodities. For further information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

The regulatory environment applicable to the electric power industry is subject to changes as a result of restructuring initiatives at both the state and federal levels. Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business.  In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost of operating nuclear power plants, and have made proposals to re-regulate the markets, impose a generation tax, or require divestitures by generating companies to reduce their market share.  Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models.  If competitive restructuring of the electric power markets is reversed, modified, discontinued, or delayed, the Entergy Wholesale Commodities business’ results of operations, financial condition, and liquidity could be materially affected.

The power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material effect on Entergy’s results of operations, financial condition or liquidity.

Entergy reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from the operations of such assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets.  In particular, the assets of the Entergy Wholesale Commodities business are subject to further impairment in connection with the closure or sale of its nuclear power plants. Moreover, prior to the closure or sale of these plants, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows, a reduction in the expected remaining useful life of a unit, or a decline in observable industry market multiples could all result in potential additional impairment charges for the affected assets.

If Entergy concludes that any of its nuclear power plants is unlikely to operate through its planned shutdown date, which conclusion would be based on a variety of factors, such a conclusion could result in a further impairment of part or all of the carrying value of the plant.  Any impairment charge taken by Entergy with respect to its long-lived assets, including the power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Impairment of Long-lived Assets and Trust Fund Investments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and for further discussion of the impairment charges, see Note 14 to the financial statements.


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General Business

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices.  Disruptions in the capital and credit markets may adversely affect Entergy’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

Entergy’s business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms.  At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies and Entergy Wholesale Commodities.  In addition, Entergy’s and the Utility operating companies’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac in 2012.  The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, higher than expected pension contributions, an acceleration of payments or decreased credit lines, less cash flow from operations than expected, changes in regulation or governmental policy (including tax and trade policy), or other unknown events, could cause the financing needs of Entergy and its subsidiaries to increase.  In addition, accessing the debt capital markets more frequently in these situations may result in an increase in leverage.  Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries’ ability to maintain and to expand their businesses.  Events beyond Entergy’s control may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities.  Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come up for renewal.  Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities.  If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation’s ability to sustain its current common stock dividend level.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

A downgrade in Entergy Corporations or its subsidiariescredit ratings could negatively affect Entergy Corporations and its subsidiariesability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments, or repay certain indebtedness.

There are a number of factors that rating agencies evaluate to arrive at credit ratings for each of Entergy Corporation and the Registrant Subsidiaries, including each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and financial strength and liquidity.  If one or more rating agencies downgrade Entergy Corporation’s, any of the Utility operating companies’, or System Energy’s ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases, and other agreements.


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Most of Entergy Corporation’s and its subsidiaries’ large customers, suppliers, and counterparties require sufficient creditworthiness to enter into transactions.  If Entergy Corporation’s or its subsidiaries’ ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas, and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. At December 31, 2018, based on power prices at that time, Entergy had liquidity exposure of $126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2018, Entergy would have been required to provide approximately $69 million of additional cash or letters of credit under some of the agreements. As of December 31, 2018, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $310 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

Recent U.S. tax legislation may materially adversely affect Entergy’s financial condition, results of operations, and cash flows.

The recently enacted Tax Cuts and Jobs Act of 2017 significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, and altering the expensing of capital expenditures. The legislation and interpretive guidance from the IRS are unclear in certain respects and will require further interpretations and implementing regulations by the IRS, as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

As further described in Note 3 to the financial statements, Entergy recorded a reduction of certain of its net deferred income tax assets (including the value of its net operating loss carryforwards) and regulatory liabilities, resulting in a charge against earnings in the fourth quarter 2017 of $526 million, including a $34 million net-of-tax reduction of regulatory liabilities, and Entergy and the Utility operating companies recorded a reduction of approximately $3.7 billion on a consolidated basis in certain of its net deferred tax liabilities and a corresponding increase in net regulatory liabilities. As a result of amortization of accumulated deferred income taxes and payment of such amounts to customers in 2018, Entergy’s net regulatory liability for income taxes balance is $2.1 billion as of December 31, 2018. Depending on the outcome of IRS examinations or tax positions and elections that Entergy may make, Entergy and the Registrant Subsidiaries may be required to record additional charges or credits to income tax expense. Further, there may be other material effects resulting from the legislation that have not been identified.

Entergy believes that interpretations and implementing regulations by the IRS, as well as potential amendments and technical corrections, could result in lessening the impacts of certain aspects of this legislation. If Entergy is unable to successfully pursue avenues to manage the effects of the new tax legislation, or if additional interpretations, regulations, amendments, or technical corrections exacerbate the effects of the legislation, the legislation could have a material effect on Entergy’s results of operations, financial condition, and cash flows.

For further information regarding the effects of the Act, see the “Income Tax Legislation” section of Management’s Financial Discussion and Analysis for Entergy. Also, Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.


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Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.

Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. For example, Entergy announced that on July 30, 2018, it entered into purchase and sale agreements with Holtec International to sell to a Holtec subsidiary (i) 100% of the equity interests in Entergy Nuclear Generation Company, the owner of the Pilgrim Nuclear Power Station, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of the Palisades Nuclear Power Plant and the Big Rock Point Site. In addition, as part of Entergy’s plan to exit the merchant power business, it plans to shut down its remaining merchant nuclear power plants by mid-2022. Last, as further described in the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy, a significant portion of Entergy’s utility business over the next several years includes the construction and /or purchase of a variety of generating units. These transactions and plans are or may become subject to regulatory approval and other material conditions or contingencies. The failure to complete these transactions or plans or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, these transactions, and any completed or future strategic transactions, involve substantial risks, including the following:

the disposition of a business or asset may involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities, or other current or contingent financial obligations;
Entergy may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner when it decides to sell an asset or a business, which could delay the accomplishment of its strategic objectives. Alternatively, Entergy may dispose of a business or asset at a price or on terms that are less than what it had anticipated, or with the exclusion of assets that must be divested or run off separately;
the disposition of a business could result in impairments and related write-offs of the carrying values of the relevant assets;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
Entergy and/or its subsidiaries may assume liabilities that were not disclosed to them, that exceed their estimates, or for which their rights to indemnification from the seller are limited;
the disposition of a business, including Entergy’s planned exit from the merchant power business, could divert management’s attention from other business concerns;
Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable

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to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and
Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

Entergy may not be successful in managing these or any other significant risks that it may encounter in acquiring or divesting a business, or engaging in other strategic transactions, which could have a material effect on its business.

The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially affected.

Entergy’s and the Utility operating companies’ ability to complete construction of power generation facilities, or make other capital improvements, in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  These variables include, but are not limited to, project management expertise and escalating costs for materials, labor, and environmental compliance.  Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs,  downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale Commodities business may occur that may materially affect the schedule, cost, and performance of these projects.  If these projects or other capital improvements are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project.  In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost.

For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction and/or purchase of additional generation supply sources within the Utility operating companies’ service territory, and as to the Entergy Wholesale Commodities business, see the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs to fulfill their obligations related to environmental and other matters.

The businesses in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business operate are subject to extensive environmental regulation by local, state, and federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business conduct their operations and make capital expenditures.  These laws and regulations also affect how the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business manage air emissions, discharges to water, wetlands impacts, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, certain migratory birds and eagles, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting and enforcement discretion vested in the implementing agencies.  Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures.  Violations of these requirements can subject the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable

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permits or standards.  In addition, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances have been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions from generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, or are revised or withdrawn by the EPA, sometimes resulting in large-scale changes to anticipated regulatory regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes.  Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues are discussed below.

Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain, or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs.  For further information regarding environmental regulation and environmental matters, see the “Regulation of Entergys Business– Environmental Regulation” section of Part I, Item 1.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy’s business is subject to extensive and mandatory reliability standards.  Such standards, which are established by the North American Electric Reliability Corporation (NERC), the SERC Reliability Corporation (SERC), and other regional enforcement entities, are approved by the FERC and frequently are reviewed, amended, and supplemented.  Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards.  The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies.  In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets.  In addition, the retail regulators of the Utility operating companies may seek to impose standards governing the reliable operation of the Utility operating companies’ distribution systems, including penalties if these standards are not met. The changes to the reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities businesses.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Weather, economic conditions, technological developments, and other factors may have a material impact on electricity and gas usage and otherwise materially affect the Utility operating companiesresults of operations.

Temperatures above normal levels in the summer tend to increase electric cooling demand and revenues, and temperatures below normal levels in the winter tend to increase electric and gas heating demand and revenues.  As a corollary, moderate temperatures in either season tend to decrease usage of energy and resulting revenues.  Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters.  Extreme weather conditions or storms,  however, may stress the Utility operating companies’ generation facilities and transmission and distribution

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systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction.  These extreme conditions could have a material effect on the Utility operating companies’ financial condition, results of operations, and liquidity.

Entergy’s electricity sales volumes are affected by a number of factors, including economic conditions, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, new technologies and self-generation alternatives, including the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting effect on Entergy’s operating results.  Others, such as the increasing adoption of energy efficient appliances, new building codes, distributed energy resources, energy storage, demand side management and new technologies such as rooftop solar are having a more permanent effect of reducing sales growth rates from historical norms. As a result of these emerging efficiencies and technologies, the Utility operating companies may lose customers or experience lower usage per customer in the residential and commercial classes, and further advances have the potential to limit sales growth in the future. The Utility operating companies also may face competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies. In addition, electricity sales to industrial customers, in particular, benefit from steady economic growth and favorable commodity prices; however, they are sensitive to changes in conditions in the markets in which its customers operate.  Any negative change in any of these or other factors has the potential to result in slower sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase renewable energy requirements or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.  For example, in response to the United States Supreme Court’s 2007 decision holding that the EPA has authority to regulate emissions of CO2 and other “greenhouse gases” under the Clean Air Act, the EPA, various environmental interest groups, and other organizations focused considerable attention on CO2 emissions from power generation facilities and their potential role in climate change.  In 2010, the EPA promulgated its first regulations controlling greenhouse gas emissions from certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units.  During 2012 and 2014, the EPA proposed CO2 emission standards for new and existing sources. The EPA finalized these standards in 2015; however, in subsequent years the EPA has proposed to repeal and replace certain of those regulations. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California. The impact that continued changes in the governmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions is currently unclear.

Developing and implementing plans for compliance with greenhouse gas emissions reduction or renewable energy requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects; moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.  These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.  To

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the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might deny or defer timely recovery of these costs.  Future changes in environmental regulation governing the emission of CO2 and other greenhouse gases or mix of generation sources could make some of Entergy’s electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries.  In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.  These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.  Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.  A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, and lower customer satisfaction.  Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.  Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.  Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.  Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.  Accordingly, water availability and quality are critical to Entergy’s business operations.  Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.  Entergy also obtains and operates in substantial compliance with water discharge permits issued under various provisions of the Clean Water Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater aquifer volumes, and similar conditions.  The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.


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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially affect Entergy’s and its subsidiaries’ results of operations, financial condition, and liquidity.

To manage near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, coal, refined products, and other commodities, within established risk management guidelines.  As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.  However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time.  In addition, Entergy also elects to leave certain volumes during certain years unhedged.  To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy’s and its subsidiaries’ results of operations and financial position.

Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities.  As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations, or financial position.

Entergy’s over-the-counter financial derivatives are subject to rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Entergy cannot predict the impact any proposed or not fully-implemented final rules will have on its ability to hedge its commodity price risk or on over-the-counter derivatives markets as a whole, but such rules and regulations could have a material effect on Entergy's risk exposure, as well as reduce market liquidity and further increase the cost of hedging activities.

Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities.  Reductions in Entergy’s or its subsidiaries’ credit quality or changes in the market prices of energy commodities could increase the cash or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy’s or its subsidiaries’ liquidity and financial position.

The Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations.  Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Entergy or its subsidiaries.  If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, which credit support may not always be adequate to cover the related obligations.  In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.  In addition, the credit commitments of Entergy’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources.

Market performance and other changes may decrease the value of benefit plan assets, which then could require additional funding and result in increased benefit plan costs.


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The performance of the capital markets affects the values of the assets held in trust under Entergy’s pension and postretirement benefit plans.  A decline in the market value of the assets may increase the funding requirements relating to Entergy’s benefit plan liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs.  Volatility in the capital markets has affected the market value of these assets, which may affect Entergy’s planned levels of contributions in the future.  Additionally, changes in interest rates affect the liabilities under Entergy’s pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding and recognition of higher liability carrying costs.  The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations.  For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the financial statements.

The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters.  The states in which the Utility operating companies operate, in particular Louisiana, Mississippi, and Texas, have proven to be unusually litigious environments.  Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases.  Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

Domestic or international terrorist attacks, cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ or their suppliers’ technology systems may adversely affect Entergy’s results of operations.

As an operator of critical infrastructure, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism and cyber attacks, by domestic or foreign actors, whether as a direct act against one of Entergy’s generation, transmission or distribution facilities, or operations centers, or infrastructure and information technology systems used to manage, monitor, and transport power to customers and perform day-to-day business functions. In addition, Entergy has increased its use of and reliance on the Internet in connection with its initiatives, including smart-grid-related projects. The Internet is inherently vulnerable and subject to disability or failure due to malicious activity, viruses, and other types of security events that would heighten the risk of a cyber attack. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct its business. While malware was discovered on Entergy’s business network in 2018, and was remediated on a timely basis, it did not affect Entergy’s operational systems, generation plants (including nuclear), or transmission and distribution networks, nor did it have a material effect on Entergy’s business operations. Additionally, within Entergy’s industry, there have been attacks on energy infrastructure. Although it appears that the impact of such attacks on operations has been minimal to date, there may be more attacks in the future and the impact of such attacks may be significant. This risk may be enhanced by the efforts of cyber actors associated with governments that have carried out campaigns of cyber-enabled theft targeting global technology service providers and their customers. The Utility operating companies also face heightened risk of an act or threat by cyber criminals intent on accessing personal information for the purpose of committing identity theft, taking company-sensitive data, or disrupting their ability to operate.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with mandatory and prescriptive reliability and security standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential existing and new threats that could lead to

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unauthorized access to or loss of availability of critical systems essential to the reliable operation of Entergy’s electric system. Moreover, the functionality of Entergy’s technology systems depends on both its and third-party systems to which Entergy is connected directly or indirectly (such as systems belonging to suppliers, vendors and contractors, including cloud-service providers supporting business operations). While Entergy has processes in place to assess systems of certain of these suppliers, vendors and contractors, Entergy does not ultimately control the adequacy of their defenses against cyber and other attacks, but has implemented oversight measures to assess maturity and manage third-party risk. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.
Any such attacks, failures or breaches could have a material effect on Entergy’s and the Utility operating companies’ business, financial condition, results of operations or reputation. Insurance may not be adequate to cover losses that might arise in connection with these events. The risk of such attacks, failures, or breaches may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its power generation, transmission, and distribution assets and other facilities, such as additional physical facility security and security personnel, and for systems to protect its information technology and network infrastructure systems. Such events may also expose Entergy to an increased risk of litigation (and associated damages and fines).

(Entergy New Orleans)

The effect of higher purchased gas cost charges to customers taking gas service may adversely affect Entergy New Orleans’s results of operations and liquidity.

Gas rates charged to retail gas customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy New Orleans, and distribution charges, which provide a return or profit to the utility.  Distribution charges are affected by the amount of gas sold to customers.  Purchased gas cost charges, which comprise most of a customer’s bill and may be adjusted monthly, represent gas commodity costs that Entergy New Orleans recovers from its customers.  Entergy New Orleans’s cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers occurs.  When purchased gas cost charges increase substantially reflecting higher gas procurement costs incurred by Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy New Orleans, which could adversely affect results of operations.

(System Energy)

System Energy owns and, through an affiliate, operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf.  Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy.  The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which expires in November 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.


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For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy (including the Capital Funds Agreement), see Notes 8 and 10 to the financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries.  Accordingly, all of its operations are conducted by its subsidiaries.  Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and to pay dividends on its common stock depends on the payment to it of dividends or distributions by its subsidiaries.  The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions.  Provisions in the articles of incorporation of certain of Entergy Corporation’s subsidiaries restrict the payment of cash dividends to Entergy Corporation.  For further information regarding dividend or distribution restrictions to Entergy Corporation, see Note 7 to the financial statements.


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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In November 2017, Entergy Arkansas filed an application with the APSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s filing. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $112.9 million primarily due to a lower effective income tax rate and higher net revenue, each after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes, partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and lower other income.

2017 Compared to 2016

Net income decreased $27.4 million primarily due to higher nuclear refueling outage expenses, higher depreciation and amortization expenses, higher taxes other than income taxes, and higher interest expense, partially offset by higher other income.


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Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,522.6
Return of unprotected excess accumulated deferred income taxes to customers(367.7)
Formula rate plan regulatory provision(35.1)
Retail electric price84.8
Volume/weather86.5
Other14.7
2018 net revenue
$1,305.8

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The formula rate plan regulatory provision is due to a provision recorded in the fourth quarter 2018 in connection with the 2019 formula rate plan filing that will be made in July 2019 associated with 2018. The provision is the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on common equity. See Note 2 to the financial statements for a discussion of the formula rate plan.
The retail electric price variance is primarily due to an increase in formula rate plan rates effective with the first billing cycle of January 2018 and an increase in the energy efficiency rider effective January 2018, each as approved by the APSC. See Note 2 to the financial statements for further discussion of the formula rate plan filing.
The volume/weather variance is primarily due to an increase of 1,637 GWh, or 8%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to a new customer in the primary metals industry and an increase in demand from mid-size to small customers.    
2017 Compared to 2016

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 2017 to 2016.

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Amount
(In Millions)
2016 net revenue
$1,520.5
Retail electric price33.8
Opportunity sales5.6
Asset retirement obligation(14.8)
Volume/weather(29.0)
Other6.5
2017 net revenue
$1,522.6

The retail electric price variance is primarily due to the implementation of formula rate plan rates effective with the first billing cycle of January 2017 and an increase in base rates effective February 24, 2016, each as approved by the APSC. A significant portion of the base rate increase was related to the purchase of Power Block 2 of the Union Power Station in March 2016. The increase was partially offset by decreases in the energy efficiency rider, as approved by the APSC, effective April 2016 and January 2017. See Note 2 to the financial statements for further discussion of the rate case and formula rate plan filings. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The opportunity sales variance results from the estimated net revenue effect of the 2017 and 2016 FERC orders in the opportunity sales proceeding attributable to wholesale customers. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and decommissioning trust fund earnings plus asset retirement obligation-related costs collected in revenue. The variance is primarily caused by a decrease in regulatory credits because of an increase in decommissioning trust fund earnings, including portfolio rebalancing for the ANO 1 and ANO 2 decommissioning trust funds.
The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales during the billed and unbilled sales periods. The decrease was partially offset by an increase of 733 GWh, or 11%, in industrial usage primarily due to a new customer in the primary metals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $16 million in energy efficiency costs;
an increase of $10.4 million in fossil-fueled generation expenses primarily due to higher long-term service agreement costs and higher labor costs in 2018 as compared to 2017;
an increase of $4.4 million in information technology expenses primarily due to higher labor costs and higher contract costs; and
an increase of $4 million as a result of the amount of transmission costs allocated by MISO.

The increase was partially offset by higher nuclear insurance refunds of $6.5 million and the receipts of stator-related settlements of $6.2 million in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.


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Other income decreased primarily due to changes in decommissioning trust fund investment activity, including portfolio rebalancings for the decommissioning trust funds in 2018 and 2017.

2017 Compared to 2016

Nuclear refueling outage expenses increased primarily due to the amortization of higher costs associated with the most recent outages compared to previous outages.

Other operation and maintenance expenses increased primarily due to:

the deferral in the first quarter 2016 of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC as part of the 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement;
an increase of $9.5 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs and higher labor costs, including contract labor;
an increase of $5.9 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016; and
the effect of recording in July 2016 the final court decision in a lawsuit against the DOE related to spent nuclear fuel storage costs. The damages awarded included the reimbursement of $5.5 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for further discussion of Entergy Arkansas’s spent nuclear fuel litigation.

The increase was partially offset by:

a decrease of $16 million in nuclear generation expenses primarily due to a decrease in regulatory compliance costs compared to the prior year, partially offset by higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals. The decrease in regulatory compliance costs is primarily related to NRC inspection activities in 2016 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and subsequent NRC reviews;
a decrease of $11.5 million in energy efficiency expenses primarily due to the timing of recovery from customers; and
a decrease of $5.2 million in fossil-fueled generation expenses primarily due to lower long-term service agreement costs, partially offset by an overall higher scope of work including plant outages in 2017 as compared to 2016.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes primarily due to higher assessments and higher millage rates and an increase in local franchise taxes primarily due to higher billing factors.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Block 2 of the Union Power Station purchased in March 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 compared to 2016 on the decommissioning trust fund investments, including portfolio rebalancings for the decommissioning trust funds.

Interest expense increased primarily due to:

an increase of $3.3 million in estimated interest expense recorded in connection with the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding;

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and
the issuance in May 2017 of $220 million of 3.5% Series first mortgage bonds and the issuance in June 2016 of $55 million of 3.5% Series first mortgage bonds, partially offset by the redemption in July 2016 of $60 million of 6.38% Series first mortgage bonds and the redemption in February 2016 of $175 million of 5.66% Series first mortgage bonds. See Note 5 to the financial statements for further discussion of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 were 669.7%, 40.1%, and 39.2%, respectively. The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$6,216
 
$20,509
 
$9,135
      
Net cash provided by (used in):   
  
Operating activities211,825
 555,556
 676,511
Investing activities(688,727) (829,312) (947,995)
Financing activities470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents(6,097) (14,293) 11,374
      
Cash and cash equivalents at end of period
$119
 
$6,216
 
$20,509

Operating Activities

Net cash flow provided by operating activities decreased $343.7 million in 2018 primarily due to:

the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act;
payments of $135 million to the other Utility operating companies as a result of a compliance filing made in response to the FERC’s October 2018 order in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and

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income tax payments of $44.4 million in 2018 compared to income tax refunds of $8.1 million in 2017. Entergy Arkansas had income tax payments in 2018 and income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 audit. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses.

The decrease was partially offset by:

the timing of recovery of fuel and purchased power costs;
the effect of favorable weather on billed sales;
the timing of collection of receivables from customers; and
a decrease of $15.6 million in pension contributions in 2018. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

Net cash flow provided by operating activities decreased $121 million in 2017 primarily due to income tax refunds of $8.1 million in 2017 compared to income tax refunds of $135.7 million in 2016. Entergy Arkansas had income tax refunds in 2016 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses. The 2016 income tax refunds resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit. See Note 3 to the financial statements for a discussion of the income tax audit.

Investing Activities

Net cash flow used in investing activities decreased $140.6 million in 2018 primarily due to:

a decrease of $62.4 million in nuclear construction expenditures primarily due to a lower scope of work performed on various nuclear projects in 2018 as compared to 2017;
a decrease of $55.8 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle; and
a decrease of $23.5 million in fossil-fueled generation construction expenditures primarily due to the timing of outages and a lower scope of work performed on various projects in 2018 as compared to 2017.

Net cash flow used in investing activities decreased $118.7 million in 2017 primarily due to the purchase of Power Block 2 of the Union Power Station in March 2016 for approximately $237 million and a decrease of $35.5 million in transmission construction expenditures primarily due to a lower scope of work performed in 2017 as compared to 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The decrease was partially offset by:

an increase of $50.4 million in nuclear construction expenditures primarily due to a higher scope of work performed on various nuclear projects in 2017 as compared to 2016;
an increase of $37.7 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;
an increase of $32.9 million in information technology construction expenditures primarily due to increased spending on substation technology upgrades;
an increase of $22.3 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed on various projects in 2017 as compared to 2016; and
an increase of $11.2 million due to increased spending on advanced metering infrastructure.


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Financing Activities

Entergy Arkansas’s cash provided by financing activities increased $211.3 million in 2018 primarily due to:

a $350 million capital contribution from Entergy Corporation in May 2018 in anticipation of the return of unprotected excess accumulated deferred income taxes to customers and upcoming planned capital investments;
the repayment, in 2017, of Entergy Arkansas nuclear fuel company variable interest entity’s $60 million of 2.62% Series K notes;
the repayment, in 2017, of $54.7 million of 1.55% pollution control revenue bonds;
net long-term borrowings of $34.7 million in 2018 on the Entergy Arkansas nuclear fuel company variable interest entity credit facility; and
the issuance of $250 million of 4.0% Series first mortgage bonds in May 2018 as compared to the issuance of $220 million of 3.5% Series first mortgage bonds in May 2017.

The increase was partially offset by:

net repayments of short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2018 as compared to net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017;
money pool activity;
an increase of $76.8 million in common equity distributions paid in 2018 primarily to maintain Entergy Arkansas’s target capital structure; and
the redemption of $31 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock 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 $16.6 million in 2018 compared to increasing by $114.9 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow provided by financing activities decreased $23.4 million in 2017 primarily due to:

a $200 million capital contribution received from Entergy Corporation in March 2016 primarily in anticipation of Entergy Arkansas’s purchase of Power Block 2 of the Union Power Station;
the net issuance of $119.1 million of long-term debt in 2017 compared to the net issuance of $189.1 million of long-term debt in 2016; and
$15 million in common stock dividends paid in 2017 primarily to maintain Entergy Arkansas’s target capital structure. There were no common stock dividends paid in 2016 in anticipation of the purchase of Power Block 2 of the Union Power Station.

The decrease was partially offset by:

money pool activity;
the redemptions of $75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock in 2016; and
net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017 compared to net repayments of $11.7 million in 2016.

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 $114.9 million in 2017 compared to decreasing by $1.5 million in 2016.

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See Note 5 to the financial statements for further details of long-term debt.

Capital Structure

Entergy Arkansas’s debt to capital ratio is shown in the following table. The decrease in the debt to capital ratio for Entergy Arkansas is primarily due to the $350 million capital contribution from Entergy Corporation in 2018.

 December 31,
2018
 December 31,
2017
Debt to capital52.0% 55.5%
Effect of excluding the securitization bonds(0.2%) (0.3%)
Debt to capital, excluding securitization bonds (a)51.8% 55.2%
Effect of subtracting cash—% —%
Net debt to net capital, excluding securitization bonds (a)51.8% 55.2%

(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. 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.

Entergy Arkansas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Arkansas may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Arkansas may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Arkansas requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Arkansas’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:   
  
Generation
$210
 
$220
 
$385
Transmission145
 95
 65
Distribution245
 270
 290
Utility Support130
 100
 75
Total
$730
 
$685
 
$815

Following are the amounts of Entergy Arkansas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023
 after 2023 Total
 (In Millions)
Long-term debt (a)
$136
 
$780
 
$489
 
$4,128
 
$5,533
Operating leases
$20
 
$26
 
$17
 
$24
 
$87
Purchase obligations (b)
$525
 
$966
 
$619
 
$3,800
 
$5,910

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Arkansas currently expects to contribute approximately $27.1 million to its qualified pension plans and approximately $501 thousand to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.  See “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Arkansas has $124.8 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Arkansas includes specific investments, such as transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including advanced meters and related investments; resource planning, including potential generation projects; system improvements; investments in ANO 1 and 2; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt maturities in Note 5 to the financial statements.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Arkansas pays distributions from its earnings at a percentage determined monthly.


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Advanced Metering Infrastructure (AMI)

In September 2016, Entergy Arkansas filed an application seeking a finding from the APSC that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings, and the 2018 costs were approved in the 2017 formula rate plan filing. In June 2017 the APSC staff and Arkansas Attorney General filed direct testimony. The APSC staff generally supported Entergy Arkansas’s AMI deployment conditioned on various recommendations. The Arkansas Attorney General’s consultant primarily recommended denial of Entergy Arkansas’s application but alternatively suggested recommendations in the event the APSC approves Entergy Arkansas’s proposal. Entergy Arkansas filed rebuttal testimony in June 2017, substantially accepting the APSC staff’s recommendations. In August 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement. In October 2017 the APSC issued an order finding that Entergy Arkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized over 15 years.

Sources of Capital

Entergy Arkansas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Arkansas may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.

All debt and common and preferred membership interest issuances by Entergy Arkansas require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in Entergy Arkansas’s bond indentures and other agreements.  Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Arkansas’s payables to the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$182,738 $166,137 $51,232 $52,742

See Note 4 to the financial statements for a description of the money pool.


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Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in September 2023. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2019.  The $150 million credit facility includes fronting commitments for the issuance of letters of credit against $5 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facilities. In addition, Entergy Arkansas is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO. As of December 31, 2018, a $1 million letter of credit was outstanding under Entergy Arkansas’s uncommitted letter of credit facility. See Note 4 to the financial statements for further discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $80 million scheduled to expire in September 2021.  As of December 31, 2018, $59.6 million in loans were outstanding under the Entergy Arkansas nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for further discussion of the nuclear fuel company variable interest entity credit facility.

Entergy Arkansas obtained authorization from the FERC through November 2020 for short-term borrowings not to exceed an aggregate amount of $250 million at any time outstanding and borrowings by its nuclear fuel company variable interest entity. See Note 4 to the financial statements for further discussion of Entergy Arkansas’s short-term borrowing limits. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the FERC. The APSC has concurrent jurisdiction over Entergy Arkansas’s first mortgage bond/secured issuances. Entergy Arkansas has obtained long-term financing authorization from the FERC that extends through November 2020. Entergy Arkansas has obtained first mortgage bond/secured financing authorization from the APSC that extends through December 2020.

State and Local Rate Regulation and Fuel-Cost Recovery

Retail Rates

2015 Base Rate Filing
In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.


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2016 Formula Rate Plan Filing

In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016 a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved a settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017. In April 2017, Entergy Arkansas filed a motion consented to by all parties requesting that it be permitted to submit the supplemental information requested by the APSC in conjunction with its 2017 formula rate plan filing, which was subsequently made in July 2017 and is discussed below. In May 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a concurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that projected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.

2018 Formula Rate Plan Filing

In July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7

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million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in February 2019, and the APSC has not indicated when a decision on those issues can be expected.

Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018 Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section in Note 2 to the financial statements.  

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

Energy Cost Recovery Rider

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


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In January 2014, Entergy Arkansas filed a motion with the APSC relating to its upcoming energy cost rate redetermination filing that was made in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude from the redetermination of its 2014 energy cost rate $65.9 million of incremental fuel and replacement energy costs incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information was available regarding various claims associated with the ANO stator incident. In February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018, the APSC general staff notified Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocated the energy generated by Entergy System resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity; and (c) violated the provision of the System Agreement that prohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challenged sales made beginning in 2002 and requested refunds.  In

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July 2009 the Utility operating companies filed a response to the complaint arguing among other things that the System Agreement contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

After a hearing, the ALJ issued an initial decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  The FERC in its decision established further hearing procedures to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision. The hearing was held in May 2013 and the ALJ issued an initial decision in August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order denied Entergy’s request for rehearing and affirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order arguing that payments made by Entergy Arkansas should be reduced as a result of the timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy

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Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2017. In July 2017 the ALJ issued an initial decision addressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017 the Utility operating companies, the LPSC, the APSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:
 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Arkansas owns and, through an affiliate, operates the ANO 1 and ANO 2 nuclear power plants.  Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial

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requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. ANO 1’s operating license expires in 2034 and ANO 2’s operating license expires in 2038.

See Note 8 to the financial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in the “multiple/repetitive degraded cornerstone column,” or Column 4.

Environmental Risks

Entergy Arkansas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Impairment of Long-lived Assets and Trust Fund Investments

See “Impairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the impairment of long-lived assets and trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Arkansas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Costs and Sensitivities

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $2,620 $39,773
Rate of return on plan assets (0.25%) $2,782 $—
Rate of increase in compensation 0.25% $1,338 $6,238

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $59 
$5,337
Health care cost trend 0.25% $220 
$3,805


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

Costs and Funding

Total qualified pension cost for Entergy Arkansas in 2018 was $43 million.  Entergy Arkansas anticipates 2019 qualified pension cost to be $44.4 million. Entergy Arkansas contributed $64.1 million to its qualified pension plan in 2018 and estimates pension contributions will be approximately $27.1 million in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.

Total other postretirement health care and life insurance benefit income for Entergy Arkansas in 2018 was $10.2 million.  Entergy Arkansas expects 2019 postretirement health care and life insurance benefit income of approximately $12.5 million.  Entergy Arkansas contributed $195 thousand to its other postretirement plans in 2018 and estimates 2019 contributions will be approximately $501 thousand.
Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits -Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Note 1 to the financial statements for a discussion of new accounting pronouncements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors of
Entergy Arkansas, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Arkansas, LLC and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, cash flows and changes in member’s equity (pages 325 through 330 and applicable items in pages 53 through 237), for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 26, 2019


We have served as the Company’s auditor since 2001.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$2,060,643
 
$2,139,919
 
$2,086,608
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 517,245
 402,777
 325,036
Purchased power 252,390
 230,652
 233,350
Nuclear refueling outage expenses 77,915
 83,968
 56,650
Other operation and maintenance 724,831
 694,157
 693,181
Decommissioning 60,420
 56,860
 53,610
Taxes other than income taxes 104,771
 103,662
 93,109
Depreciation and amortization 292,649
 277,146
 264,215
Other regulatory charges (credits) - net (14,807) (16,074) 7,737
TOTAL 2,015,414
 1,833,148
 1,726,888
       
OPERATING INCOME 45,229
 306,771
 359,720
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 16,557
 18,452
 17,099
Interest and investment income 25,406
 35,882
 19,087
Miscellaneous - net (14,874) (13,967) (14,838)
TOTAL 27,089
 40,367
 21,348
       
INTEREST EXPENSE  
  
  
Interest expense 124,459
 122,075
 115,311
Allowance for borrowed funds used during construction (7,781) (8,585) (9,228)
TOTAL 116,678
 113,490
 106,083
       
INCOME (LOSS) BEFORE INCOME TAXES (44,360) 233,648
 274,985
       
Income taxes (297,067) 93,804
 107,773
       
NET INCOME 252,707
 139,844
 167,212
       
Preferred dividend requirements 1,249
 1,428
 5,270
       
EARNINGS APPLICABLE TO COMMON EQUITY 
$251,458
 
$138,416
 
$161,942
       
See Notes to Financial Statements.  
  
  

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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS



 
For the Years Ended December 31,
 
2018
2017
2016
 
(In Thousands)
OPERATING ACTIVITIES      
Net income 
$252,707
 
$139,844
 
$167,212
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 443,698
 427,394
 414,933
Deferred income taxes, investment tax credits, and non-current taxes accrued 129,524
 67,711
 201,219
Changes in assets and liabilities:  
  
  
Receivables 4,294
 (23,397) (39,118)
Fuel inventory 6,210
 3,402
 29,929
Accounts payable (126,405) 16,011
 143,645
Prepaid taxes and taxes accrued 9,568
 40,127
 37,485
Interest accrued 678
 1,635
 (3,303)
Deferred fuel costs 43,869
 33,190
 (105,741)
Other working capital accounts (30,118) 15,087
 (46,490)
Provisions for estimated losses 14,250
 16,047
 13,130
Other regulatory assets 32,460
 (76,762) (95,464)
Other regulatory liabilities (341,682) 1,043,507
 62,994
Deferred tax rate change recognized as regulatory liability/asset 
 (1,047,837) 
Pension and other postretirement liabilities (40,157) (70,826) (36,805)
Other assets and liabilities (187,071) (29,577) (67,115)
Net cash flow provided by operating activities 211,825
 555,556
 676,511
INVESTING ACTIVITIES  
  
  
Construction expenditures (660,044) (735,816) (666,289)
Allowance for equity funds used during construction 17,013
 19,211
 17,754
Nuclear fuel purchases (99,417) (151,424) (102,050)
Proceeds from sale of nuclear fuel 54,810
 51,029
 39,313
Proceeds from nuclear decommissioning trust fund sales 300,801
 339,434
 197,390
Investment in nuclear decommissioning trust funds (315,163) (352,138) (213,093)
Payment for purchase of plant 
 
 (237,323)
Insurance proceeds 14,790
 
 10,404
Other (1,517) 392
 5,899
Net cash flow used in investing activities (688,727)
(829,312)
(947,995)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 958,434
 294,656
 817,563
Retirement of long-term debt (690,488) (175,560) (628,433)
Capital contribution from parent 350,000
 
 200,000
Redemption of preferred stock (32,660) 
 (85,283)
Change in money pool payable - net 16,601
 114,905
 (1,510)
Changes in short-term borrowings - net (49,974) 49,974
 (11,690)
Distributions/dividends paid:  
  
  
Common equity (91,751) (15,000) 
Preferred stock (1,606) (1,428) (6,631)
Other 12,249
 (8,084) (1,158)
Net cash flow provided by financing activities 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents (6,097) (14,293) 11,374
Cash and cash equivalents at beginning of period 6,216
 20,509
 9,135
Cash and cash equivalents at end of period 
$119
 
$6,216
 
$20,509
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$118,731
 
$115,162
 
$112,912
Income taxes 
$44,393
 
($8,141) 
($135,709)
See Notes to Financial Statements.
 

 

 

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$118
 
$6,184
Temporary cash investments 1
 32
Total cash and cash equivalents 119
 6,216
Securitization recovery trust account 4,666
 3,748
Accounts receivable:  
  
Customer 94,348
 110,016
Allowance for doubtful accounts (1,264) (1,063)
Associated companies 48,184
 38,765
Other 64,393
 65,209
Accrued unbilled revenues 108,092
 105,120
Total accounts receivable 313,753
 318,047
Deferred fuel costs 19,235
 63,302
Fuel inventory - at average cost 23,148
 29,358
Materials and supplies - at average cost 196,314
 192,853
Deferred nuclear refueling outage costs 78,966
 56,485
Prepayments and other 14,553
 12,108
TOTAL 650,754
 682,117
     
OTHER PROPERTY AND INVESTMENTS  
  
Decommissioning trust funds 912,049
 944,890
Other 5,480
 3,160
TOTAL 917,529
 948,050
     
UTILITY PLANT  
  
Electric 11,611,041
 11,059,538
Construction work in progress 243,731
 280,888
Nuclear fuel 220,602
 277,345
TOTAL UTILITY PLANT 12,075,374
 11,617,771
Less - accumulated depreciation and amortization 4,864,818
 4,762,352
UTILITY PLANT - NET 7,210,556
 6,855,419
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $14,329 as of December 31, 2018 and $28,583 as of December 31, 2017) 1,534,977
 1,567,437
Deferred fuel costs 67,294
 67,096
Other 20,486
 13,910
TOTAL 1,622,757
 1,648,443
     
TOTAL ASSETS 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Short-term borrowings 
$—
 
$49,974
Accounts payable:  
  
Associated companies 251,768
 365,915
Other 187,387
 215,942
Customer deposits 99,053
 97,687
Taxes accrued 56,889
 47,321
Interest accrued 18,893
 18,215
Current portion of unprotected excess accumulated deferred income taxes 99,316
 
Other 23,943
 29,922
TOTAL 737,249
 824,976
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 1,085,545
 1,190,669
Accumulated deferred investment tax credits 32,903
 34,104
Regulatory liability for income taxes - net 505,748
 985,823
Other regulatory liabilities 402,668
 363,591
Decommissioning 1,048,428
 981,213
Accumulated provisions 48,979
 34,729
Pension and other postretirement liabilities 313,295
 353,274
Long-term debt (includes securitization bonds of $20,898 as of December 31, 2018 and $34,662 as of December 31, 2017) 3,225,759
 2,952,399
Other 17,919
 5,147
TOTAL 6,681,244
 6,900,949
     
Commitments and Contingencies 

 

     
Preferred stock without sinking fund 
 31,350
     
EQUITY  
  
Member's equity 2,983,103
 2,376,754
TOTAL 2,983,103
 2,376,754
     
TOTAL LIABILITIES AND EQUITY 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,891,658
Net income167,212
Capital contributions from parent200,000
Capital stock redemption(283)
Preferred stock dividends(5,270)
Balance at December 31, 2016
$2,253,317
Net income139,844
Common equity distributions(15,000)
Preferred stock dividends(1,428)
Other21
Balance at December 31, 2017
$2,376,754
Net income252,707
Capital contributions from parent350,000
Common equity distributions(91,751)
Non-cash contribution from parent94,335
Preferred stock dividends(1,249)
Other2,307
Balance at December 31, 2018
$2,983,103
See Notes to Financial Statements.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
           
  2018 2017 2016 2015 2014
  (In Thousands)
           
Operating revenues 
$2,060,643
 
$2,139,919
 
$2,086,608
 
$2,253,564
 
$2,172,391
Net income 
$252,707
 
$139,844
 
$167,212
 
$74,272
 
$121,392
Total assets 
$10,401,596
 
$10,134,029
 
$9,606,117
 
$8,747,774
 
$8,777,655
Long-term obligations (a) 
$3,225,759
 
$2,983,749
 
$2,746,435
 
$2,691,189
 
$2,757,423
           
(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.
           
  2018 2017 2016 2015 2014
  (Dollars In Millions)
           
Electric Operating Revenues:  
  
  
  
  
Residential 
$807
 
$768
 
$789
 
$824
 
$755
Commercial 426
 495
 495
 515
 461
Industrial 434
 472
 446
 477
 424
Governmental 17
 19
 18
 20
 18
Total retail 1,684
 1,754
 1,748
 1,836
 1,658
Sales for resale:  
  
  
  
  
Associated companies 104
 128
 49
 128
 131
Non-associated companies 145
 121
 118
 195
 282
Other 128
 137
 172
 95
 101
Total 
$2,061
 
$2,140
 
$2,087
 
$2,254
 
$2,172
           
Billed Electric Energy Sales (GWh):    
  
  
  
Residential 8,248
 7,298
 7,618
 8,016
 8,070
Commercial 5,967
 5,825
 5,988
 6,020
 5,934
Industrial 8,071
 7,528
 6,795
 6,889
 6,808
Governmental 239
 237
 237
 235
 238
Total retail 22,525
 20,888
 20,638
 21,160
 21,050
Sales for resale:  
  
  
  
  
Associated companies 1,773
 1,782
 1,609
 2,239
 2,299
Non-associated companies 6,447
 6,549
 7,115
 7,980
 8,003
Total 30,745
 29,219
 29,362
 31,379
 31,352


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $359.3 million primarily due to a lower effective income tax rate and higher other income, partially offset by higher depreciation and amortization expenses and higher other operation and maintenance expenses.

2017 Compared to 2016

Net income decreased $305.7 million primarily due to the effect of the enactment of the Tax Cuts and Jobs Act, in December 2017, which resulted in a decrease of $182.6 million in net income in 2017, and the effect of a settlement with the IRS related to the 2010-2011 IRS audit, which resulted in a $136.1 million reduction of income tax expense in 2016. Also contributing to the decrease in net income were higher other operation and maintenance expenses. The decrease was partially offset by higher net revenue and higher other income. See Note 3 to the financial statements for discussion of the effects of the Tax Cuts and Jobs Act and the IRS audit.

Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$2,560.5
Return of unprotected excess accumulated deferred
  income taxes to customers
(141.1)
Regulatory credit in 2017 resulting from reduction of
  the federal corporate income tax rate
(55.5)
Retail electric price(32.3)
Volume/weather68.7
Other15.9
2018 net revenue
$2,416.2

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through changes in the formula rate plan, effective May 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million, as a result of the

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enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to regulatory charges of $73.1 million recorded in 2018 to reflect the effects of a provision in the settlement reached in the formula rate plan extension proceeding to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease were increases resulting from an increase in retail formula rate plan revenues, implemented with the first billing cycle of September 2018, and increases resulting from lower Grand Gulf purchased power expenses. See Note 2 to the financial statements for further discussion of the formula rate plan extension proceeding.

The volume/weather variance is primarily due to an increase of 907 GWh, or 2%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was partially offset by a decrease in industrial usage primarily due to a decrease in demand from existing customers.

2017 Compared to 2016

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 2017 to 2016.
Amount
(In Millions)
2016 net revenue
$2,438.4
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
55.5
Retail electric price42.8
Louisiana Act 55 financing savings obligation17.2
Volume/weather(12.4)
Other19.0
2017 net revenue
$2,560.5

The regulatory credit resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to an increase in formula rate plan revenues, implemented with the first billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station in March 2016 and a provision recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding. See Note 2 to the financial statements for further discussion of the formula rate plan revenues and the Waterford 3 replacement steam generator prudence review proceeding.

The Louisiana Act 55 financing savings obligation variance results from a regulatory charge recorded in 2016 for tax savings to be shared with customers per an agreement approved by the LPSC. The tax savings resulted from the 2010-2011 IRS audit settlement on the treatment of the Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 3 to the financial statements for additional discussion of the settlement and benefit sharing.


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The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales and decreased usage during the unbilled sales period. The decrease was partially offset by an increase of 1,237 GWh, or 4%, in industrial usage primarily due to an increase in demand from existing customers and expansion projects in the chemicals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $11.9 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed during plant outages in 2018 as compared to 2017;
an increase of $11.7 million in energy efficiency costs primarily due to the implementation of a new energy efficiency program in January 2018;
an increase of $9 million in information technology expenses primarily due to higher software maintenance costs and higher contract costs;
an increase of $8.3 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $7.2 million in loss provisions; and
an increase of $7 million in nuclear generation expenses primarily due to higher nuclear labor costs to position the nuclear fleet to meet its operational goals and a higher scope of work performed during plant outages in 2018 as compared to 2017.

The increase was partially offset by:

a $14.8 million gain as a result of the sale of Willow Glen Power Plant
a decrease of $7.4 million as a result of the amortization through November 2017 of deferred MISO implementation costs, as approved by the LPSC;
higher nuclear insurance refunds of $4.2 million in 2018; and
a decrease of $3.7 million in compensation and benefits costs primarily due to lower incentive-based compensation accruals in 2018 as compared to 2017.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2018, which included the St. Charles Power Station and Lake Charles Power Station projects. The increase was partially offset by a change in decommissioning trust fund investment activity, including portfolio rebalancing of certain of the decommissioning trust funds in 2017.

2017 Compared to 2016

Other operation and maintenance expenses increased primarily due to:

an increase of $17.8 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals, partially offset by a lower scope of work performed during plant outages in 2017;
an increase of $9.5 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the prior year;

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an increase of $4.1 million as a result of the amount of transmission costs allocated by MISO. See Note 2 to the financial statements for further information on the recovery of these costs;
an increase of $3.6 million in transmission and distribution expenses due to higher vegetation maintenance costs; and
an increase of $3.2 million in write-offs of customer accounts.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, state franchise taxes, and payroll taxes. Ad valorem taxes increased primarily due to higher assessments, including the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. State franchise taxes increased primarily due to a change in the Louisiana franchise tax law which became effective in 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Union Power Station purchased in March 2016, and the effects of recording in third quarter 2016 final court decisions in the River Bend and Waterford 3 lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $6 million of spent nuclear fuel storage costs previously recorded as depreciation expense. See Note 14 to the financial statements for discussion of the Union Power Station purchase. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project, and higher realized gains in 2017 on the River Bend decommissioning trust fund investments, including portfolio rebalancing to the 30% interest in River Bend formerly owned by Cajun.

Interest expense decreased primarily due to an increase in the allowance for borrowed funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project.

Income Taxes

The effective income tax rate for 2018 was (8.8%). The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% to the effective income tax rates.

The effective income tax rate for 2017 was 60.5%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

The effective income tax rate for 2016 was 12.6%. The difference in the effective income tax rate of 12.6% versus the statutory rate of 35% for 2016 was primarily due to the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit in the second quarter 2016 and book and tax differences related to the non-taxable income distributions earned on preferred membership interests, partially offset by state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.


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Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$35,907
 
$213,850
 
$35,102
      
Net cash provided by (used in):   
  
Operating activities1,395,204
 1,337,545
 1,037,912
Investing activities(1,878,208) (1,787,409) (1,474,065)
Financing activities490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents7,457
 (177,943) 178,748
      
Cash and cash equivalents at end of period
$43,364
 
$35,907
 
$213,850

Operating Activities

Net cash flow provided by operating activities increased $57.7 million in 2018 primarily due to:

a decrease of $76.5 million in spending on nuclear fueling outages;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
the receipt of $58.6 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the timing of collection of receivables from customers.

The increase was partially offset by:

a decrease of $129 million in income tax refunds in 2018 as compared to the same period in 2017. Entergy Louisiana received income tax refunds in 2018 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2018 and 2017 resulted from the utilization of Entergy Louisiana’s net operating loss;
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act; and
the timing of recovery of fuel and purchased power costs.


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Net cash flow provided by operating activities increased $299.6 million in 2017 primarily due to:
income tax refunds of $234.2 million in 2017 compared to income tax payments of $156.6 million in 2016. Entergy Louisiana received income tax refunds in 2017 and made income tax payments in 2016 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Louisiana’s net operating losses. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit, payments for state taxes resulting from the effect of the final settlement of the 2006-2007 IRS audit, and the effect of net operating loss limitations. See Note 3 to the financial statements for a discussion of the 2010-2011 IRS audit;
an increase due to the timing of recovery of fuel and purchased power costs; and
an interest payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets.

The increase was partially offset by:

a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
an increase of $62.8 million in spending on nuclear refueling outages; and
proceeds of $37.8 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for a discussion of the spent nuclear fuel litigation.
Investing Activities

Net cash flow used in investing activities increased $90.8 million in 2018 primarily due to:

an increase of $67.8 million in transmission construction expenditures primarily due to a higher scope of work performed in 2018 as compared to 2017;
an increase of $65.5 million in fossil-fueled generation expenditures primarily due to higher spending on the Lake Charles Power Station project in 2018, partially offset by lower spending on the St. Charles Power Station project in 2018; and
money pool activity.

The increase was partially offset by a decrease of $97.5 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle.

Increases in Entergy Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Louisiana’s receivable from the money pool increased by $35.7 million in 2018 compared to decreasing by $11.3 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $313.3 million in 2017 primarily due to:

an increase of $364.3 million in fossil-fueled generation construction expenditures primarily due to higher spending on the St. Charles Power Station and Lake Charles Power Station projects in 2017;
an increase of $148.9 million in transmission construction expenditures due to a higher scope of work performed in 2017;
an increase of $144.9 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;

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proceeds of $57.9 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
an increase of $53.6 million in nuclear construction expenditures primarily due to increased spending on various nuclear projects in 2017;
an increase of $30.4 million in distribution construction expenditures due to increased spending on digital technology improvements within the customer contact centers;
an increase of $19.9 million due to increased spending on advanced metering infrastructure; and
an increase of $12.3 million due to various information technology projects and upgrades in 2017.

The increase was partially offset by:

the purchase of Power Blocks 3 and 4 of the Union Power Station for an aggregate purchase price of approximately $475 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
money pool activity; and
an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017.

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 $11.3 million in 2017 compared to increasing by $16.3 million in 2016.

Financing Activities

Net cash flow provided by financing activities increased $218.5 million in 2018 primarily due to:

the issuance of $750 million of 4.00% Series collateral trust mortgage bonds in March 2018. A portion of the proceeds was used to repay $375 million of 6.0% Series first mortgage bonds in May 2018;
the issuance of $600 million of 4.20% collateral trust mortgage bonds in August 2018. A portion of the proceeds was used to repay $300 million of 6.5% Series first mortgage bonds in September 2018;
the redemption of $25 million of 3.25% Series G nuclear fuel company variable interest entity notes payable in June 2017;
the redemption of $75 million of 3.25% Series Q nuclear fuel company variable interest entity notes payable in July 2017; and
the termination of $57.5 million of the Waterford 3 lease obligation and $42.7 million of Waterford Series collateral trust mortgage notes in 2017.

The increase was partially offset by:

the issuance of $450 million of 3.12% collateral trust mortgage bonds in May 2017. A portion of the proceeds was used to repay $45.3 million of Waterford Series collateral trust mortgage bonds;
net repayments of short-term borrowings of $43.5 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net short-term borrowings of $39.7 million in 2017;
net repayments of long-term borrowings of $18.6 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net long-term borrowings of $102 million in 2017; and
an increase of $36.8 million in common equity distributions in 2018 primarily to maintain Entergy Louisiana’s targeted capital structure.

Net cash flow provided by financing activities decreased $343 million in 2017 primarily due to the net issuance of $325.6 million of long-term debt in 2017 compared to the net issuance of $961.2 million in 2016. The decrease was partially offset by:

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a decrease of $194.3 million of common equity distributions primarily as a result of higher construction expenditures and higher nuclear fuel purchases in 2017; and
net borrowings of $39.7 million on the nuclear fuel company variable interest entities’ credit facilities in 2017 compared to net repayments of $56.6 million in 2016
See Note 5 to the financial statements for details of long-term debt.

Capital Structure

Entergy Louisiana’s debt to capital ratio is balanced between equity and debt, as shown in the following table.
 December 31,
2018
 December 31,
2017
Debt to capital53.6% 53.8%
Effect of excluding securitization bonds(0.3%) (0.3%)
Debt to capital, excluding securitization bonds (a)53.3% 53.5%
Effect of subtracting cash(0.1%) (0.1%)
Net debt to net capital, excluding securitization bonds (a)53.2% 53.4%

(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 and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana 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 Louisiana’s financial condition because the securitization bonds are non-recourse to Entergy Louisiana, as more fully described in Note 5 to the financial statements. Entergy Louisiana 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 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 on hand.

Entergy Louisiana seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Louisiana may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Louisiana may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Louisiana requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Louisiana’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:     
Generation
$610
 
$325
 
$625
Transmission460
 405
 265
Distribution390
 400
 530
Utility Support175
 135
 100
Total
$1,635
 
$1,265
 
$1,520

Following are the amounts of Entergy Louisiana’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023 After 2023 Total
 (In Millions)
Long-term debt (a)
$301
 
$1,245
 
$1,033
 
$8,502
 
$11,081
Operating leases
$26
 
$41
 
$28
 
$22
 
$117
Purchase obligations (b)
$730
 
$1,347
 
$2,410
 
$5,043
 
$9,530

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Louisiana currently expects to contribute approximately $26.5 million to its qualified pension plans and approximately $17.9 million to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019. See “Critical Accounting Estimates- Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also, in addition to the contractual obligations, Entergy Louisiana has $802.3 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Louisiana includes specific investments, such as the Washington Parish Energy Center, St. Charles Power Station, and Lake Charles Power Station, each discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including investment to support advanced metering; resource planning, including potential generation projects; system improvements; investments in River Bend and Waterford 3; software and security; and other investments. Entergy’s Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing

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effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Louisiana pays distributions from its earnings at a percentage determined monthly.

St. Charles Power Station

In August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on land adjacent to the existing Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. The LPSC issued an order approving certification of St. Charles Power Station in December 2016. Construction is in progress and commercial operation is expected to occur by mid-2019.

Lake Charles Power Station

In November 2016, Entergy Louisiana filed an application with the LPSC seeking certification that the public convenience and necessity would be served by the construction of the Lake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost of the Lake Charles Power Station is $872 million, including estimated costs of transmission interconnection and other related costs. In May 2017 the parties to the proceeding agreed to an uncontested stipulation finding that construction of the Lake Charles Power Station is in the public interest and authorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and approved certification of the unit. Construction is in progress and commercial operation is expected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The plant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana will purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and other related costs. In May 2017, Entergy Louisiana filed an application with the LPSC seeking certification of the plant. In April 2018 the parties reached a settlement recommending certification and cost recovery through the additional capacity mechanism of the formula rate plan, consistent with prior LPSC precedent with respect to the certification and recovery of plants previously acquired by Entergy Louisiana. The LPSC issued an order approving the settlement in May 2018.

Advanced Metering Infrastructure (AMI)
In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits, and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced

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meters, the three-year deployment of which began in 2019. Deployment of the communications network began in 2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Louisiana’s proposed AMI system, with modifications to the proposed customer charge. In July 2017 the LPSC approved the stipulation. Entergy Louisiana expects to recover the undepreciated balance of its existing meters through a regulatory asset at current depreciation rates.

Sources of Capital

Entergy Louisiana’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Louisiana may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.
All debt and common and preferred membership interest issuances by Entergy Louisiana require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Louisiana’s receivables from the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$46,845 $11,173 $22,503 $6,154

See Note 4 to the financial statements for a description of the money pool.

Entergy Louisiana has a credit facility in the amount of $350 million scheduled to expire in September 2023. The credit facility includes fronting commitments for the issuance of letters of credit against $15 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facility. In addition, Entergy Louisiana is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO.  As of December 31, 2018, a $25.9 million letter of credit was outstanding under Entergy Louisiana’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

The Entergy Louisiana nuclear fuel company variable interest entities have two separate credit facilities, each in the amount of $105 million and scheduled to expire in September 2021. As of December 31, 2018, $38.6 million of loans were outstanding under the credit facility for the Entergy Louisiana River Bend nuclear fuel company variable interest entity. As of December 31, 2018, $82 million in loans were outstanding under the Entergy Louisiana Waterford nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for additional discussion of the nuclear fuel company variable interest entity credit facilities.


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Entergy Louisiana obtained authorizations from the FERC through November 2020 for the following:

short-term borrowings not to exceed an aggregate amount of $450 million at any time outstanding;
long-term borrowings and security issuances; and
borrowings by its nuclear fuel company variable interest entities.
See Note 4 to the financial statements for further discussion of Entergy Louisiana’s short-term borrowing limits.

Hurricane Isaac

In June 2014 the LPSC voted to approve a series of orders which (i) quantified $290.8 million of Hurricane Isaac system restoration costs as prudently incurred; (ii) determined $290 million as the level of storm reserves to be re-established; (iii) authorized Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) granted other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Louisiana committed to pass on to customers a minimum of $30.8 million of customer benefits through annual customer credits of approximately $6.2 million for five years. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation and the Louisiana State Bond Commission. See Note 2 to the financial statements for a discussion of the August 2014 issuance of bonds under Act 55 of the Louisiana Legislature.

Little Gypsy Repowering Project

In April 2007, Entergy Louisiana announced that it intended to pursue the solid fuel repowering of a 538 MW unit at its Little Gypsy plant. In March 2009 the LPSC voted in favor of a motion directing Entergy Louisiana to temporarily suspend the repowering project and, based upon an analysis of the project’s economic viability, to make a recommendation regarding whether to proceed with the project. This action was based upon a number of factors including the recent decline in natural gas prices, as well as environmental concerns, the unknown costs of carbon legislation and changes in the capital/financial markets. In April 2009, Entergy Louisiana complied with the LPSC’s directive and recommended that the project be suspended for an extended period of time of three years or more. In May 2009 the LPSC issued an order declaring that Entergy Louisiana’s decision to place the Little Gypsy project into a longer-term suspension of three years or more is in the public interest and prudent.
In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the Little Gypsy repowering project and seeking project cost recovery over a five-year period. In June 2010 and August 2010, the LPSC staff and intervenors filed testimony. The LPSC staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest. In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it was probable that the Little Gypsy repowering project would be abandoned and accordingly reclassified $199.8 million of project costs from construction work in progress to a regulatory asset. A hearing on the issues, except for cost allocation among customer classes, was held before the ALJ in November 2010. In January 2011 all parties participated in a mediation on the disputed issues, resulting in a settlement of all disputed issues, including cost recovery and cost allocation. The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter. The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization. In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana could accomplish such securitization. In August 2011 the LPSC issued an order approving the settlement and also

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issued a financing order for the securitization. See Note 5 to the financial statements for a discussion of the September 2011 issuance of the securitization bonds.

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that Entergy Louisiana charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Louisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.

Retail Rates - Electric

Filings with the LPSC

2015 Formula Rate Plan Filing

In May 2016, Entergy Louisiana filed its formula rate plan evaluation report for its 2015 calendar year operations. The evaluation report reflected an earned return on common equity of 9.07%. As such, no adjustment to base formula rate plan revenue was required. The following other adjustments, however, were required under the formula rate plan: an increase in the legacy Entergy Louisiana additional capacity mechanism of $14.2 million; a separate increase in legacy Entergy Louisiana revenue of $10 million primarily to reflect the effects of the termination of the System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of $0.5 million; a decrease in legacy Entergy Gulf States Louisiana revenue of $58.7 million primarily to reflect the effects of the termination of the System Agreement; and an increase of $11 million to the MISO cost recovery mechanism. Rates were implemented with the first billing cycle of September 2016, subject to refund. Following implementation of the as-filed rates in September 2016, there were several interim updates to Entergy Louisiana’s formula rate plan, including the one submitted in December 2016, reflecting implementation of the settlement of the Waterford 3 replacement steam generator project prudence review described below. In June 2017 the LPSC staff and Entergy Louisiana filed a joint report of proceedings, which was accepted by the LPSC in June 2017, finalizing the results of the May 2016 evaluation report, interim updates, and corresponding proceedings with no changes to rates already implemented.

2016 Formula Rate Plan Filing

In May 2017, Entergy Louisiana filed its formula rate plan evaluation report for its 2016 calendar year operations. The evaluation report reflected an earned return on common equity of 9.84%. As such, no adjustment to base formula rate plan revenue was required. Adjustments, however, were required under the formula rate plan; the 2016 formula rate plan evaluation report showed a decrease in formula rate plan revenue of approximately $16.9 million, comprised of a decrease in legacy Entergy Louisiana formula rate plan revenue of $3.5 million, a decrease in legacy Entergy Gulf States Louisiana formula rate plan revenue of $9.7 million, and a decrease in incremental formula rate plan revenue of $3.7 million. Additionally, the formula rate plan evaluation report called for a decrease of $40.5 million in the MISO cost recovery revenue requirement from $46.8 million to $6.3 million. Rates reflecting these adjustments were implemented with the first billing cycle of September 2017, subject to refund. In September 2017 the LPSC issued its report indicating that no changes to Entergy Louisiana’s original formula rate plan evaluation report were required but reserved for several issues, including Entergy Louisiana’s September 2017 update to its formula rate plan evaluation report. In July 2018, Entergy Louisiana and the LPSC staff filed an unopposed joint report setting forth a correction to the annualization calculation, the effect of which was a net $3.5 million revenue requirement reduction and indicating that there are no outstanding issues with the 2016 formula rate plan report, the supplemental report, or the interim updates. In September 2018 the LPSC approved the unopposed joint report.


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Formula Rate Plan Extension Through 2019 Test Year


In August 2017, Entergy Louisiana filed a request with the LPSC seeking to extend its formula rate plan for three years (2017-2019) with limited modifications to its terms.  Those modifications include: a one-time resetting of base rates to the midpoint of the band at Entergy Louisiana’s authorized return on equity of 9.95% for the 2017 test year; narrowing of the formula rate plan bandwidth from a total of 160 basis points to 80 basis points; and a forward-looking mechanism that would allow Entergy Louisiana to recover certain transmission-related costs contemporaneously with when those projects begin delivering benefits to customers.  In April 2018, the LPSC approved an unopposed joint motion filed by Entergy Louisiana and the LPSC staff that settles the matter. The settlement extends the formula rate plan for three years, providing for rates through at least August 2021. In addition to retaining the major features of the traditional formula rate plan, some of the more substantive features of the extended formula rate plan include:

a mid-point reset of formula rate plan revenues to a 9.95% earned return on common equity for the 2017 test year and for the St. Charles Power Station when it enters commercial operation;
a 9.8% target earned return on common equity for the 2018 and 2019 test years;
narrowing of the common equity bandwidth to plus or minus 60 basis points around the earned return on common equity;
a cap on potential revenue increase of $35 million for the 2018 evaluation period, and $70 million for the cumulative 2018 and 2019 evaluation periods, on formula rate plan cost of service rate increases (the cap excludes rate changes associated with the transmission recovery mechanism described below and rate changes associated with additional capacity);
a framework for the flow back of certain tax benefits created by the Tax Act to customers; and
a transmission recovery mechanism providing for the opportunity to recover certain transmission related expenditures in excess of $100 million for projects placed in service up to one month prior to rate change outside of sharing that is designed to operate in a fashion similar to the additional capacity mechanism.

2017 Formula Rate Plan Filing

In June 2018, Entergy Louisiana filed its formula rate plan evaluation report for its 2017 calendar year operations. The 2017 test year evaluation report produced an earned return on equity of 8.16%, due in large part to revenue-neutral realignments to other recovery mechanisms. Without these realignments, the evaluation report produces an earned return on equity of 9.88% and a resulting base rider formula rate plan revenue increase of $4.8 million. Excluding the Tax Act credits provided for by the tax reform adjustment mechanisms, total formula rate plan revenues were further increased by a total of $98 million as a result of the evaluation report due to adjustments to the additional capacity and MISO cost recovery mechanisms of the formula rate plan, and implementation of the transmission recovery mechanism. In August 2018, Entergy Louisiana filed a supplemental formula rate plan evaluation report to reflect changes from the 2016 test year formula rate plan proceedings, a decrease to the transmission recovery mechanism to reflect lower actual capital additions, and a decrease to evaluation period expenses to reflect the terms of a new power sales agreement. Based on the August 2018 update, Entergy Louisiana recognized a total decrease in formula rate plan revenue of approximately $17.6 million. Results of the updated 2017 evaluation report filing were implemented with the September 2018 billing month subject to refund and review by the LPSC staff and intervenors. In accordance with the terms of the formula rate plan, in September 2018 the LPSC staff and intervenors submitted their responses to Entergy Louisiana’s original formula rate plan evaluation report and supplemental compliance updates. The LPSC staff asserted objections/reservations regarding 1) Entergy Louisiana’s proposed rate adjustments associated with the return of excess accumulated deferred income taxes pursuant to the Tax Act and the treatment of accumulated deferred income taxes related to reductions of rate base; 2) Entergy Louisiana’s reservation regarding treatment of a regulatory asset related to certain special orders by the LPSC; and 3) test year expenses billed from Entergy Services to Entergy Louisiana. Intervenors also objected to Entergy Louisiana’s treatment of the regulatory asset related to certain special orders by the LPSC. A procedural schedule has not yet been established to resolve these issues.

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Entergy Louisiana also included in its filing a presentation of an initial proposal to combine the legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana residential rates, which combination, if approved, would be accomplished on a revenue-neutral basis intended not to affect the rates of other customer classes.

Waterford 3 Replacement Steam Generator Project

Following the completion of the Waterford 3 replacement steam generator project, the LPSC undertook a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC staff filed testimony recommending potential project and replacement power cost disallowances of up to $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 provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. Entergy Louisiana believed that the replacement steam generator costs were prudently incurred and applicable legal principles supported their recovery in rates.  Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty at the time associated with the resolution of the prudence review. In December 2015 the ALJ issued a proposed recommendation, which was subsequently finalized, concluding that Entergy Louisiana prudently managed the Waterford 3 replacement steam generator project, including the selection, use, and oversight of contractors, and could not reasonably have anticipated the damage to the steam generators. Nevertheless, the ALJ concluded that Entergy Louisiana was liable for the conduct of its contractor and subcontractor and, therefore, recommended a disallowance of $67 million in capital costs. Additionally, the ALJ concluded that Entergy Louisiana did not sufficiently justify the incurrence of $2 million in replacement power costs during the replacement outage. Although the ALJ’s recommendation had not yet been considered by the LPSC, after considering the progress of the proceeding in light of the ALJ recommendation, Entergy Louisiana recorded in the fourth quarter 2015 approximately $77 million in charges, including a $45 million asset write-off and a $32 million regulatory charge, to reflect that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery. Entergy Louisiana maintained that the ALJ’s recommendation contained significant factual and legal errors.

In October 2016 the parties reached a settlement in this matter. The settlement was approved by the LPSC in December 2016. The settlement effectively provided for an agreed-upon disallowance of $67 million of plant, which had been previously written off by Entergy Louisiana, as discussed above. The refund to customers of approximately $71 million as a result of the settlement approved by the LPSC was made to customers in January 2017. Of the $71 million of refunds, $68 million was credited to customers through Entergy Louisiana’s formula rate plan, outside of sharing, and $3 million through its fuel adjustment clause. Entergy Louisiana had previously recorded a provision of $48 million for this refund. The previously-recorded provision included the cumulative revenues recorded through December 2016 related to the $67 million of disallowed plant. An additional regulatory charge of $23 million was recorded in fourth quarter 2016 to reflect the effects of the settlement. The settlement also provided that Entergy Louisiana could retain the value associated with potential service credits agreed to by the project contractor, to the extent they are realized in the future. Following a review by the parties, an unopposed joint report of proceedings was filed by the LPSC staff and Entergy Louisiana in May 2017 and the LPSC accepted the joint report of proceedings resolving the matter.

Union Power Station and Deactivation or Retirement Decisions for Entergy Louisiana Plants

In January 2015, Entergy Gulf States Louisiana filed its application with the LPSC for approval of the acquisition and cost recovery of two power blocks of the Union Power Station for an expected base purchase price of approximately $237 million per power block, subject to adjustments. In September 2015, Entergy Gulf States Louisiana agreed to settlement terms with all parties for Entergy Gulf States Louisiana’s purchase of the two power blocks. In October 2015 the LPSC voted unanimously to approve the uncontested settlement which finds, among other things, that

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acquisition of Power Blocks 3 and 4 is in the public interest and, therefore, prudent. The business combination of Entergy Gulf States Louisiana and Entergy Louisiana received regulatory approval and closed in October 2015 making Entergy Louisiana the named purchaser of Power Blocks 3 and 4 of the Union Power Station. In March 2016, Entergy Louisiana acquired Power Blocks 3 and 4 of Union Power Station for an aggregate purchase price of approximately $475 million and implemented rates to collect the estimated first-year revenue requirement with the first billing cycle of March 2016.

As a term of the LPSC-approved settlement authorizing the purchase of Power Blocks 3 and 4 of the Union Power Station, Entergy Louisiana agreed to make a filing with the LPSC to review its decisions to deactivate Ninemile 3 and Willow Glen 2 and 4 and its decision to retire Little Gypsy 1.  In January 2016, Entergy Louisiana made its compliance filing with the LPSC. Entergy Louisiana, LPSC staff, and intervenors participated in a technical conference in March 2016 where Entergy Louisiana presented information on its deactivation/retirement decisions for these four units in addition to information on the current deactivation decisions for the ten-year planning horizon. Parties requested further proceedings on the prudence of the decision to deactivate Willow Glen 2 and 4.  No party contested the prudence of the decision to deactivate Willow Glen 2 and 4 or suggested reactivation of these units; however, issues were raised related to Entergy Louisiana’s decision to give up its transmission service rights in MISO for Willow Glen 2 and 4 rather than placing the units into suspended status for the three-year term permitted by MISO. In March 2018 the LPSC adopted the ALJ’s recommended order finding that Entergy Louisiana did not demonstrate that its decision to permanently surrender transmission rights for the mothballed (not retired) Willow Glen 2 and 4 units was reasonable and that Entergy Louisiana should hold customers harmless from increased transmission expenses should those units be reactivated. Because no party or the LPSC suggested that Willow Glen 2 and 4 should be reactivated and because the cost to return those units to service far exceeded the revenue the units were expected to generate in MISO, Entergy Louisiana retired Willow Glen 2 and 4 in March 2018. Entergy Louisiana submitted a compliance filing regarding retirement of Willow Glen 2 and 4, and the LPSC closed the proceeding.

Retail Rates - Gas

2016 Rate Stabilization Plan Filing

In January 2017, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2016. The filing of the evaluation report for test year 2016 reflected an earned return on common equity of 6.37%. In April 2017 the LPSC approved a joint report of proceedings and Entergy Louisiana submitted a revised evaluation report reflecting a $1.2 million annual increase in revenue with rates implemented with the first billing cycle of May 2017.

2017 Rate Stabilization Plan Filing

In January 2018, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2017.  The filing of the evaluation report for the test year 2017 reflected an earned return on common equity of 9.06%.  This earned return is below the earnings sharing band of the rate stabilization plan and results in a rate increase of $0.1 million.  Due to the enactment in late-December 2017 of the Tax Cuts and Jobs Act, Entergy Louisiana did not have adequate time to reflect the effects of this tax legislation in the rate stabilization plan. In April 2018, Entergy Louisiana filed a supplemental evaluation report for the test year ended September 2017, reflecting the effects of the Tax Act, including a proposal to use the unprotected excess accumulated deferred income taxes to offset approximately $1.4 million of storm restoration deferred operation and maintenance costs incurred by Entergy Louisiana in connection with the August 2016 flooding disaster in its gas service area. The supplemental filing reflects an earned return on common equity of 10.79%. As-filed rates from the supplemental filing were implemented, subject to refund, with customers receiving a cost reduction of approximately $0.7 million effective with bills rendered on and after the first billing cycle of May 2018, as well as a $0.2 million reduction in the gas infrastructure rider effective with bills rendered on and after the first billing cycle of July 2018. The proceeding is currently in its discovery phase. A procedural schedule has not been established.


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2018 Rate Stabilization Plan Filing

In January 2019, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2018. The filing of the evaluation report for the test year 2018 reflected an earned return on common equity of 2.69%. This earned return is below the earning sharing band of the gas rate stabilization plan and results in a rate increase of $2.8 million. Entergy Louisiana will make a compliance filing in April 2019 and rates will be implemented during the first billing cycle of May 2019.

Fuel and purchased power recovery

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

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit included a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that it was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained the positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognized the dry cask storage recovery method issue, which was addressed in the separate proceeding approved by the LPSC in October 2017, provided for a refund of $5 million, which was made to legacy Entergy Gulf States Louisiana customers in December 2016, and resolved all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of the fuel adjustment clause filings by Entergy Gulf States Louisiana, whose business was combined with Entergy Louisiana in 2015. The audit includes a review of the reasonableness of charges flowed through Entergy Gulf States Louisiana’s fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $900,000, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $7.3 million, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In June 2016 the LPSC staff provided notice of audits of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s fuel adjustment clause for the period from 2014 through 2015 and charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2012 through 2015. Discovery commenced in March 2017. No report of audit has been issued.


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In May 2018 the LPSC staff provided notice of audits of Entergy Louisiana’s purchased gas adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2016 through 2017.  Discovery commenced in September 2018.  No report of audit has been issued.

Industrial and Commercial Customers

Entergy Louisiana’s large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Louisiana’s industrial customer base. Entergy Louisiana responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Entergy Louisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear MattersFormula Rate Plan

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 was still appropriate or could 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 proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy Louisiana ownsNew Orleans

Fuel Recovery

Entergy New Orleans’s electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and through an affiliate, operatespurchased power costs, adjusted by a surcharge or credit for deferred fuel expense arising from the River Bendmonthly reconciliation of actual fuel and Waterford 3 nuclearpurchased power plants. costs incurred with fuel cost revenues billed to customers, including carrying charges.

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

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the risks relatedfinancial statements for a discussion of Entergy New Orleans’s efforts to owning and operating nuclear plants. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, regulatory requirement changes, including changes resulting from events at other plants, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of River Bend or Waterford 3, Entergy Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. Waterford 3’s operating license is currently due to expire in December 2024.  In March 2016, Entergy Louisiana filed an application with the NRC for an extension of Waterford 3’s operating license to 2044.recover storm-related costs.

In 2016, Entergy conductedTexas

Fuel Recovery

Entergy Texas’s rate schedules include a comprehensive evaluationfixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the Entergy nuclear fleetfixed fuel factor are made in March and determined that it is necessary to increase investments in its nuclear plants to position the fleet to meet its operational goals. These investments will result in increased operating and capital costs associated with operating Entergy’s nuclear plants going forward. The preliminary estimates of the increase to planned capital costs for 2017 through 2019 identified through and associated with this initiative are estimated to be $315 million for Entergy Louisiana. The current estimates of the capital costs identified through this initiative are included in Entergy Louisiana’s capital investment plan preliminary estimate for 2017 through 2019 given in “Liquidity and Capital Resources - Uses of Capital” above. The increase to planned other operation and maintenance expenses identified through and associated with this initiative is preliminarily estimated to be approximately $55 million in 2017 for Entergy Louisiana, with a similar level of expenses

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Gas Property

As of December 31, 2018, Entergy New Orleans distributed and transported natural gas for distribution within New Orleans, Louisiana, through approximately 2,600 miles of gas pipeline.  As of December 31, 2018, the gas properties of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Title

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

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

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2016-2018 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2018 39 2.84
 27 0.84
 9 2.24
 8 5.23
 17 3.71
2017 38 2.60
 26 0.86
 8 2.35
 8 4.02
 20 3.09
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13


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Actual 2018 and projected 2019 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Entergy Arkansas (a)29% 31% 47% 53% 20% 15% 
 1% 4% 
Entergy Louisiana39% 53% 29% 28% 3% 4% 9% 15% 20% 
Entergy Mississippi (b)48% 56% 16% 31% 16% 13% 
 
 20% 
Entergy New Orleans (b)52% 53% 33% 44% 2% 2% 1% 1% 12% 
Entergy Texas34% 31% 9% 16% 6% 10% 29% 43% 22% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)39% 45% 27% 35% 9% 9% 8% 11% 17% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2018 and is expected to provide about less than 1% of its generation in 2019.
(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2018 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2019.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.
(e)In December 2013, Entergy integrated its transmission system into the MISO RTO. Entergy offers all of its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy market to serve the demand of its customers, with MISO making dispatch decisions. The MISO purchases metric provided for 2018 is not projected for 2019.

Some of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in 2019, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Over 50% of the Utility operating companies’ power plants maintain some level of long-term firm transportation. Short-term contracts and spot-market purchases satisfy additional gas requirements.  Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Many factors, including wellhead deliverability, storage, pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants.  Demand is tied to weather conditions as well as to the prices and availability of other energy sources.  Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage.  To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies may use alternate fuels, such as oil when available, or rely to a larger extent on coal, nuclear generation, and purchased power.


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Coal

Entergy Arkansas has committed to eight one- to three-year and two spot contracts that will supply approximately 85% of the total coal supply needs in 2019.  These contracts are staggered in term so that not all contracts have to be renewed the same year.  The remaining 15% of total coal requirements will be satisfied by contracts with a term of less than one year.  Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during 2019.  Coal will be transported to Arkansas via an existing transportation agreement that is expected to provide all of Entergy Arkansas’s rail transportation requirements for 2019.

Entergy Louisiana has committed to five one- to three-year contracts that will supply approximately 90% of Nelson Unit 6 coal needs in 2019.  If needed, additional PRB coal will be purchased through contracts with a term of less than one year to provide the remaining supply needs.  For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during 2019.  Coal will be transported to Nelson primarily via an existing transportation agreement that is expected to provide all of Entergy Louisiana’s rail transportation requirements for 2019.

For the year 2018, coal transportation delivery rates to Entergy Arkansas-and Entergy Louisiana-operated coal-fired units performed moderately lower than the previous years. However, delivery rates somewhat improved toward the end of the year and additional railcar capacity helped make up some delivery short falls. It is expected that delivery times will improve in 2019. Both Entergy Arkansas and Entergy Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for 2019.  Entergy Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

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

The Registrant Subsidiaries that own nuclear plants, Entergy Arkansas, Entergy Louisiana, and System Energy, are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling Entergy’s Utility nuclear units.  These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.  Any liabilities for obligations of the pooled contracts are on a several but not joint basis.  The shared regulated uranium pool maintains inventories of nuclear materials during the various stages of processing.  The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from the shared regulated uranium pool.  Entergy Operations, Inc. contracts separately for the fabrication of nuclear fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant.  All contracts for the disposal of spent nuclear fuel are between the DOE and the owner of a nuclear power plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of 2023.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment

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has been adjusted to reflect reduced overall requirements related to the planned permanent shutdowns of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3 plants. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners.  There are a number of possible supply alternatives that may be accessed to mitigate any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any alternate uranium supply from the market will be dependent upon the market for uranium supply at that time.  In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful.  Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance reliability of conversion, enrichment, and fabrication services providers. There are fewer of these providers than for uranium. For conversion and enrichment services, like uranium, Entergy diversifies its supply by supplier and country and may take special measures as needed to ensure supply of enriched uranium for the reliable fabrication of nuclear fuel. For fabrication services, each plant is dependent upon the effective performance of the fabricator of that plant’s nuclear fuel, therefore, Entergy provides additional monitoring, inspection, and oversight for the fabrication process to assure reliability and quality.

Entergy Arkansas, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services.  The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes.  These credit facilities are subject to periodic renewal, and the notes are issued periodically, typically for terms between three and seven years.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas.  Its system is interconnected with three interstate and three intrastate pipelines.  Entergy New Orleans has a “no-notice” service gas purchase contract with CenterPoint Energy Services which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.  The Centerpoint Energy Service gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co.  This service is subject to FERC-approved rates.  Entergy New Orleans also makes interruptible spot market purchases. 

Entergy Louisiana purchased natural gas for resale in 2018 under a firm contract from Sequent Energy Management L.P.  The gas is delivered through a combination of intrastate and interstate pipelines.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy Louisiana’s or Entergy New Orleans’s suppliers failed to perform their obligations to deliver gas under their supply agreements.  Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies.  The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy

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Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. See Note 2 to the financial statements for further discussion of federal regulation proceedings.

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

Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources were jointly operated by the Utility operating companies that were participating in the System Agreement.  The System Agreement provided, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) would receive payments from those parties having generating reserves that were less than their allocated share of reserves (short companies).  Such payments were at amounts sufficient to cover certain of the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment.  Under the System Agreement, the rates used to compensate long companies were based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh.  In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy were required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs. Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ and their retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. The proceedings include challenges to the allocation of costs as defined by the System Agreement and other matters. See Note 2 to the financial statements for discussion of legal proceedings at the FERC and in federal courts involving the System Agreement.

Transmission and MISO Markets

In December 2013 the Utility operating companies integrated into the MISO RTO. Although becoming a member of MISO did not affect the ownership by the Utility operating companies of their transmission facilities or the responsibility for maintaining those facilities, MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. MISO also exercises functional control of transmission planning and congestion management and provides schedules and pricing for the commitment and dispatch of generation that is offered into MISO’s markets, as well as pricing for load that bids into the markets. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to establish transmission rates within MISO. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below).  In December 1995, System Energy commenced a rate proceeding at the FERC.  In July

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2001 the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity.    In 1998 the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations.  Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC. See Note 2 to the financial statements for discussion of complaints filed with the FERC regarding System Energy’s return on equity.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).  Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue.  The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf.  Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates.  In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share.  Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies, with the remainder of the retained share being sold to Entergy Mississippi through a separate life-of-resources purchased power agreement.  In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.  Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates.  Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs.  Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval. Entergy Arkansas also has a life-of-resources purchased power agreement with Entergy Mississippi to sell a portion of the output of Entergy Arkansas’s non-retained share of Grand Gulf. Entergy Mississippi was granted rate relief for those purchases by the MPSC through its annual unit power cost rate mechanism.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages

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under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its one outstanding series of first mortgage bonds.  In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals.  Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement.  If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC for approval.

Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement and, therefore, no payments under the Availability Agreement have ever been required.  If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such a supplement as security for its one outstanding series of first mortgage bonds. The supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds

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Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement. No such consent would be required to terminate the Capital Funds Agreement or the supplement thereto at this time.

Service Companies

Entergy Services, a limited liability company wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies, but also provides services to Entergy Wholesale Commodities. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Louisiana, and System Energy, respectively.  Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.  Entergy Texas owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.’s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas.  Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

Entergy Texas purchases from Entergy Louisiana pursuant to a life-of-unit purchased power agreement a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation.  Entergy Texas was allocated a share of River Bend’s nuclear and environmental liabilities that is identical to the share of the plant’s output purchased by Entergy Texas under the purchased power agreement.  In connection with the termination of the System Agreement effective August 31, 2016, the purchased power agreements that were put in place for certain legacy units at the time of the jurisdictional separation were also terminated at that time. See Note 2 to the financial statements for additional discussion of the purchased power agreements.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana (Old Entergy Louisiana) and Entergy Gulf States Louisiana (Old Entergy Gulf States Louisiana) were combined into a single public utility. In order to effect the business combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated

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substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC” (Entergy Louisiana). With the completion of the business combination, Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana. See Note 2 to the financial statements for additional discussion of the business combination.

Entergy New Orleans Internal Restructuring

In November 2017, pursuant to the agreement in principle, Entergy New Orleans, Inc. undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its outstanding preferred stock at a price of approximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Arkansas Internal Restructuring

In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:

Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets,

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and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Entergy Mississippi Internal Restructuring

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Wholesale Commodities

Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants, located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants. Entergy Wholesale Commodities also provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis for further discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.


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Property

Nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership of the following nuclear power plants:
Power PlantMarketIn Service YearAcquiredLocationCapacity - Reactor TypeLicense Expiration Date
Pilgrim (a)ISO-NE1972July 1999Plymouth, MA688 MW - Boiling Water2032 (a)
Indian Point 3 (b)NYISO1976Nov. 2000Buchanan, NY1,041 MW - Pressurized Water2025 (b)
Indian Point 2 (b)NYISO1974Sept. 2001Buchanan, NY1,028 MW - Pressurized Water2024 (b)
Vermont Yankee (c)ISO-NE1972July 2002Vernon, VT605 MW - Boiling Water2032 (c)
Palisades (d)MISO1971Apr. 2007Covert, MI811 MW - Pressurized Water2031 (d)

(a)The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle.
(b)The Indian Point 2 and Indian Point 3 plants are expected to cease operation by April 30, 2020 and April 30, 2021, respectively.
(c)On December 29, 2014, the Vermont Yankee plant ceased power production. In January 2019, the Vermont Yankee plant was sold to NorthStar.
(d)The Palisades plant is expected to cease operations on May 31, 2022.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.    

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process, and Big Rock Point is also under contract to be sold with the Palisades plant.

Non-nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership, or interests in joint ventures that own, the following non-nuclear power plants:
PlantLocationOwnershipNet Owned Capacity (a)Type
Independence Unit 2;   842 MWNewark, AR14%    121 MW(b)Coal
RS Cogen;   425 MW (c)Lake Charles, LA50%213 MWGas/Steam
Nelson 6;   550 MWWestlake, LA11%       60 MW(b)Coal

(a)“Net Owned Capacity” refers to the nameplate rating on the generating unit.
(b)
The owned MW capacity is the portion of the plant capacity owned by Entergy Wholesale Commodities.  For a complete listing of Entergy’s jointly-owned generating stations, refer to “Jointly-Owned Generating Stations” in Note 1 to the financial statements.
(c)Indirectly owned through interests in unconsolidated joint ventures.

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Independent System Operators

The Pilgrim plant falls under the authority of the Independent System Operator New England (ISO-NE) and the Indian Point plants fall under the authority of the New York Independent System Operator (NYISO). The Palisades plant falls under the authority of the MISO. The primary purpose of ISO-NE, NYISO, and MISO is to direct the operations of the major generation and transmission facilities in their respective regions; ensure grid reliability; administer and monitor wholesale electricity markets; and plan for their respective region’s energy needs.

Energy and Capacity Sales

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  Entergy Wholesale Commodities also 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. See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

As part of the purchase of the Palisades plant in 2007, Entergy executed a 15-year PPA with the seller, Consumers Energy, for 100% of the plant’s output, excluding any future uprates. Under the purchased power agreement, Consumers Energy receives the value of any new environmental credits for the first ten years of the agreement. Palisades and Consumers Energy will share on a 50/50 basis the value of any new environmental credits for years 11 through 15 of the agreement. The environmental credits are defined as benefits from a change in law that causes capability of the plant as of the purchase date to become a tradable attribute (e.g., emission credit, renewable energy credit, environmental credit, “green” credit, etc.) or otherwise to have a market value. Entergy intends to shut down the Palisades nuclear power plant permanently on May 31, 2022.

Customers

Entergy Wholesale Commodities’ customers for the sale of both energy and capacity from its nuclear plants include retail power providers, utilities, electric power co-operatives, power trading organizations, and other power generation companies. These customers include Consolidated Edison and Consumers Energy, companies from which Entergy purchased plants, and ISO-NE, NYISO, and MISO. Substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants is with counterparties or their guarantors that have public investment grade credit ratings.

Competition

The ISO-NE and NYISO markets are highly competitive. Entergy Wholesale Commodities has numerous competitors in New England and New York, including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers. Entergy Wholesale Commodities is an independent power producer, which means it generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract. Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers. Owners of co-generation plants produce power primarily for their own consumption. Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants. Competition in the New England and New York power markets is affected by, among other factors, the amount of generation and transmission capacity in

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these markets. MISO does not have a centralized clearing capacity market, but load serving entities do meet the majority of their capacity needs through bilateral contracts and self-supply with a smaller portion coming through voluntary MISO auctions. The majority of Palisades’ current output is contracted to Consumers Energy through 2022. Entergy Wholesale Commodities does not expect to be materially affected by competition in the MISO market in the near term.

Seasonality

Entergy Wholesale Commodities’ revenues and operating income are subject to fluctuations during the year due to seasonal factors, weather conditions, and contract pricing. Refueling outages are generally in the spring and fall, and cause volumetric decreases during those seasons. When outdoor and cooling water temperatures are low, generally during colder months, Entergy Wholesale Commodities nuclear power plants operate more efficiently, and consequently, generate more electricity. Many of Entergy Wholesale Commodities’ contracts provide for shaped pricing over the course of the year. As a result of these factors, Entergy Wholesale Commodities’ revenues are typically higher in the first and third quarters than in the second and fourth quarters.

Fuel Supply

Nuclear Fuel

See “Fuel Supply - Nuclear Fuel” in the Utility portion of Part I, Item 1 for a discussion of the nuclear fuel cycle and markets. Entergy Nuclear Fuels Company, a wholly-owned subsidiary, is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for Entergy Wholesale Commodities nuclear power plants, while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services. All contracts for the disposal of spent nuclear fuel are between the DOE and each of the nuclear power plant owners.

Other Business Activities

Entergy Nuclear Power Marketing, LLC (ENPM) was formed in 2005 to centralize the power marketing function for Entergy Wholesale Commodities nuclear plants. Upon its formation, ENPM entered into long-term power purchase agreements with the Entergy Wholesale Commodities subsidiaries that own nuclear power plants (generating subsidiaries). As part of a series of agreements, ENPM agreed to assume and/or otherwise service the existing power purchase agreements that were in effect between the generating subsidiaries and their customers. ENPM’s functions include origination of new energy and capacity transactions and generation scheduling.

Entergy Nuclear, Inc. can pursue service agreements with other nuclear power plant owners who seek the advantages of Entergy’s scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Entergy Wholesale Commodities subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant.

TLG Services, a subsidiary of Entergy Nuclear, Inc., offers decommissioning, engineering, and related services to nuclear power plant owners.

Entergy provides plant operation support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. In 2010 an Entergy subsidiary signed an agreement to extend the management support services to Cooper Nuclear Station by 15 years, through January 2029.


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Regulation of Entergy’s Business

Federal Power Act

The Federal Power Act provides the FERC the authority to regulate:

the transmission and wholesale sale of electric energy in interstate commerce;
the reliability of the high voltage interstate transmission system through reliability standards;
sale or acquisition of certain assets;
securities issuances;
the licensing of certain hydroelectric projects;
certain other activities, including accounting policies and practices of electric and gas utilities; and
changes in control of FERC jurisdictional entities or rate schedules.

The Federal Power Act gives the FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over the rates charged by Entergy Arkansas and Entergy Louisiana to unaffiliated wholesale customers. The FERC also regulates wholesale power sales between the Utility operating companies. In addition, the FERC regulates the MISO RTO, an independent entity that maintains functional control over the combined transmission systems of its members and administers wholesale energy, capacity, and ancillary services markets for market participants in the MISO region, including the Utility operating companies. FERC regulation of the MISO RTO includes regulation of the design and implementation of the wholesale markets administered by the MISO RTO, as well as the rates, terms, and conditions of open access transmission service over the member systems and the allocation of costs associated with transmission upgrades.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Utility

Entergy Arkansas is subject to regulation by the APSC as to the following:

utility service;
retail rates;
fuel cost recovery;
reasonable and adequate service;
leasing;
the acquisition, sale, or lease of any public utility plant or property constituting an operating unit or system;
depreciation rates;
certificates of convenience and necessity and certificates of environmental compatibility and public need; and
the issuance and sale of certain securities.

Additionally, Entergy Arkansas serves a limited number of retail customers in Tennessee. Pursuant to legislation enacted in Tennessee, Entergy Arkansas is subject to complaints before the Tennessee Regulatory Authority only if it fails to treat its retail customers in Tennessee in the same manner as its retail customers in Arkansas. Additionally, Entergy Arkansas maintains limited facilities in Missouri but does not provide retail electric service to customers in Missouri. Although Entergy Arkansas obtained a certificate with respect to its Missouri facilities, Entergy Arkansas is not subject to the retail rate or regulatory scheme in Missouri.


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Entergy Louisiana’s electric and gas business is subject to regulation by the LPSC as to the following:

utility service;
retail rates and charges;
standards of service;
certification of generating facilities and certain transmission projects;
certification of power or capacity purchase contracts;
audit of the fuel adjustment charge, environmental adjustment charge, avoided cost payment to Qualifying Facilities, energy efficiency rider, and purchased gas adjustment charge;
integrated resource planning;
utility mergers and acquisitions and other changes of control; and
depreciation and other matters.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

utility service;
service areas;
facilities;
certification of generating facilities and certain transmission projects;
retail rates;
fuel cost recovery;
depreciation rates; and
mergers and changes of control.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the City Council as to the following:

utility service;
retail rates and charges;
standards of service;
depreciation and other matters;
integrated resource planning;
audit of fuel adjustment charge, environmental adjustment charge, and purchased gas adjustment charge;
issuance and sale of certain securities; and
mergers and changes of control.

To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT.  Entergy Texas is also subject to regulation by the PUCT as to the following:

retail rates and service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
customer service standards;
certification of certain transmission and generation projects; and
extensions of service into new areas.


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Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements.  The NRC has broad authority to impose civil penalties or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend and Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy subsidiaries in the Entergy Wholesale Commodities segment are subject to the NRC’s jurisdiction as the owners and operators of Pilgrim, Indian Point Energy Center, and Palisades. Substantial capital expenditures, increased operating expenses, and/or higher decommissioning costs at Entergy’s nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the Utility operating companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2018 of $186.9 million for the one-time fee. Entergy accepted assignment of the Pilgrim, FitzPatrick and Indian Point 3, Indian Point 1 and Indian Point 2, Vermont Yankee, Palisades, and Big Rock Point spent fuel disposal contracts with the DOE held by their previous owners. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Entergy’s total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, have surpassed $1.6 billion (exclusive of amounts relating to Entergy plants that were paid or are owed by prior owners of those plants).

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing (the DOE filed the license application in June 2008) and, after the license is granted by the NRC, proceed with the repository construction and commencement of receipt of spent fuel. Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. The DOE continues to delay meeting its obligation. Specific steps were taken to discontinue the Yucca Mountain project, including a motion to the NRC to withdraw the license application with prejudice and the establishment of a commission to develop recommendations for alternative spent fuel storage solutions. In August 2013 the U.S. Court of Appeals for the D.C. Circuit ordered the NRC to continue with the Yucca Mountain license review, but only to the extent of funds previously appropriated by Congress for that purpose and not yet used. Although the NRC completed the safety evaluation report for the license review in 2015, the previously appropriated funds are not sufficient to complete the review, including required hearings. The government has taken no effective action to date related to the recommendations of the appointed spent fuel study commission. Accordingly, large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy’s facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy’s nuclear sites.

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Following the 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.

As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. These subsidiaries have been, and continue to be, involved in litigation to recover the damages caused by the DOE’s delay in performance. Through 2018, Entergy’s subsidiaries won and collected on judgments against the government totaling over $500 million.

In April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $29 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Also in April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $44 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. In June 2015, Entergy Arkansas and System Energy appealed to the U.S. Court of Appeals for the Federal Circuit portions of those decisions relating to cask loading costs. In April 2016 the Federal Circuit issued a decision in both appeals in favor of Entergy Arkansas and System Energy, and remanded the cases back to the U.S. Court of Federal Claims. In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case, and Entergy received the payment from the U.S. Treasury in August 2016. In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case, and Entergy received payment from the U.S. Treasury in October 2016.
In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016.

In January 2016 the U.S. Court of Federal Claims issued a judgment in the amount of $49 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. In April 2016, Entergy Louisiana appealed to the U.S. Court of Appeals for the Federal Circuit the portion of that decision relating to cask loading costs. After the ANO and Grand Gulf appeal was rendered, the U.S. Court of Appeals for the Federal Circuit remanded the Waterford 3 case back to the U.S. Court of Federal Claims for decision in accordance with the U.S. Court of Appeals ruling on cask loading costs. In August 2016 the U.S. Court of Federal Claims issued a final judgment in the Waterford 3 case in the amount of $53 million, and Entergy Louisiana received the payment from the U.S. Treasury in November 2016.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case, reserving the issue of cask loading costs pending resolution of the appeal on the same issues in the Entergy Arkansas and System Energy cases. Entergy Louisiana received payment from the U.S. Treasury in August 2016. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana received the payment from the U.S. Treasury in January 2017. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.
In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulated agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee

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and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016.

In September 2016 the U.S. Court of Federal Claims issued a final judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades received payment from the U.S. Treasury in January 2017.

In October 2016 the U.S. Court of Federal Claims issued a judgment in the second round Entergy Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 received payment from the U.S. Treasury in January 2017.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round of the Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Storage capability additions using dry casks began operations at Palisades in 1993, at ANO in 1996, at FitzPatrick in 2002, at River Bend in 2005, at Grand Gulf in 2006, at Indian Point and Vermont Yankee in 2008, at Waterford 3 in 2011, and at Pilgrim in 2015.  These facilities will be expanded as needed.  

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Louisiana, and System Energy are entitled to recover from customers through electric rates the estimated decommissioning costs for ANO, Waterford 3, and Grand Gulf, respectively.  In addition, Entergy Louisiana and Entergy Texas are entitled to recover from customers through electric rates the estimated decommissioning costs for the portion of River Bend subject to retail rate regulation. The collections are deposited in trust funds that can only be used in accordance with NRC and other applicable regulatory requirements.  Entergy periodically reviews and updates the estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In July 2010 the LPSC approved increased decommissioning collections for Waterford 3 and the Louisiana regulated share of River Bend and in December 2010 the PUCT approved increased decommissioning collections for the Texas share of River Bend to address previously identified funding shortfalls.  This LPSC decision contemplated that the level of decommissioning collections could be revisited should the NRC grant license extensions for both Waterford 3 and River Bend, which has now occurred. In December 2016 the APSC ordered continued collections for decommissioning for ANO 2, while finding that ANO 1’s decommissioning was adequately funded without continued collections. In December 2017 the APSC ordered continued collections for decommissioning for ANO 2, and again found that ANO 1’s decommissioning was adequately funded without continued collections. In September 2016 the NRC issued a 20-year operating license renewal for Grand Gulf. In a 2017 filing at the FERC, System Energy stated that with the renewed operating license, Grand Gulf’s decommissioning trust was sufficiently funded, and proposed (among other things) to cease decommissioning collections for Grand Gulf effective October 1, 2017. The FERC accepted the proposal subject to refund, and appointed a settlement judge to oversee settlement negotiations in the case. Entergy currently believes its decommissioning funding will be sufficient for its nuclear plants subject to retail rate regulation, although decommissioning cost inflation and trust fund performance will ultimately determine the adequacy of the funding amounts.


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In January 2019, Entergy sold 100% of the membership interest in Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar. As a result of the sale, NorthStar assumed ownership of Vermont Yankee and its decommissioning and site restoration trusts, together with complete responsibility for the facility’s decommissioning and site restoration. See Note 9 to the financial statements for further discussion of Vermont Yankee decommissioning costs and see “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the NorthStar transaction.

For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities with the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy, which was completed in January 2017. In March 2017, Entergy sold the FitzPatrick plant to Exelon, and as part of the transaction, the FitzPatrick decommissioning trust fund, along with the decommissioning obligation for that plant, was transferred to Exelon. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the transaction. See Note 14 to the financial statements for discussion of the FitzPatrick sale.

In March 2018 filings with the NRC were made for certain Entergy subsidiaries’ nuclear plants reporting on decommissioning funding.  Those reports showed that decommissioning funding for each of those nuclear plants met the NRC’s financial assurance and planning requirements.

Additional information with respect to Entergy’s decommissioning costs and decommissioning trust funds is found in Note 9 and Note 16 to the financial statements.

Price-Anderson Act

The Price-Anderson Act requires that reactor licensees purchase and maintain the maximum amount of nuclear liability insurance available and participate in an industry assessment program called Secondary Financial Protection in order to protect the public in the event of a nuclear power plant accident.  The costs of this insurance are borne by the nuclear power industry.  Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025.  The Price-Anderson Act limits the contingent liability for a single nuclear incident to a maximum assessment of approximately $137.6 million per reactor (with 99 nuclear industry reactors currently participating).  In the case of a nuclear event in which Entergy Arkansas, Entergy Louisiana, System Energy, or an Entergy Wholesale Commodities company is liable, protection is afforded through a combination of private insurance and the Secondary Financial Protection program. In addition to this, insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units is also purchased.  The Price-Anderson Act and insurance applicable to the nuclear programs of Entergy are discussed in more detail in Note 8 to the financial statements.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. ANO 1, ANO 2, Waterford 3, River Bend, Indian Point 2, Indian Point 3, and Palisades are in Column 1. Grand Gulf is in Column 2. Pilgrim is in Column 4 and was subject to an extensive, but limited, set of required NRC inspections that were completed in 2018 with a finding by the NRC in January 2019 that the corrective actions required to address the concerns that led to placement in Column 4 had

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been completed and that Pilgrim had demonstrated sustained improvement. See Note 8 to the financial statements for further discussion of the placement of Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted below.  Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated.  Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other  facilities.  Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements.  These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, greenhouse gases, and significant modifications to existing facilities;
Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;
Hazardous air pollutant emissions reduction programs;
Interstate Air Transport;
Operating permit programs and enforcement of these and other Clean Air Act programs;
Regional Haze programs; and
New and existing source standards for greenhouse gas and other air emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and follows the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement.  Several years ago, however, the EPA implemented an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit.  Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered routine and on other legal issues that affect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air Act, including NSR requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015 an additional request for similar information was

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received for the White Bluff facility. Entergy responded to all requests. None of these EPA requests for information alleged that the facilities were in violation of law.

In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims as well as other issues facing Entergy Arkansas’s fossil generation plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. For further information about the settlement, see “Regional Haze” discussed below.
Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating facility (Lewis Creek) and is in the process of permitting and constructing one fossil-fueled facility (Montgomery County Power Station) in a geographic area that is not in attainment with the applicable national ambient air quality standards (NAAQS) for ozone.  The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area.  Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.”  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010.  In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008.  In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to the EPA for a finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard. The EPA issued this finding in December 2015. In April 2015 the EPA revoked the 1997 ozone NAAQS, and in May 2016 the EPA issued a proposed rule approving a substitute for the Houston-Galveston-Brazoria area. This redesignation indicated that the area has attained the revoked 1997 8-hour ozone NAAQS due to permanent and enforceable emission reductions and that it will maintain that NAAQS for 10 years from the date of the approval. Final approval, which was effective in December 2016, resulted in the area no longer being subject to any remaining anti-backsliding or nonattainment new source review requirements associated with the revoked 1997 NAAQS. In February 2018 the U.S. Court of Appeals for the D.C. Circuit opined that the EPA violated the Clean Air Act by revoking the 1997 standard and by creating the process that allowed states to avoid certain anti-backsliding provisions of the Act. Opponents filed a legal challenge to the December 2016 redesignation based on the February 2018 D.C. Circuit decision. The lawsuit has created much uncertainty and the TCEQ recently submitted a request to the EPA that the Houston-Galveston-Brazoria area be re-designated to attainment for the revoked 1997 standards.

In March 2008 the EPA revised the eight-hour NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  In April 2012 the EPA released its final nonattainment designations for the 2008 ozone NAAQS.  In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment. In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas had attained the 2008 standard. In May 2016 the EPA finalized those determinations and extended the Houston-Galveston-Brazoria area’s attainment date for the 2008 ozone standard to July 20, 2016 and reclassified the Baton Rouge area as attainment for ozone under the 2008 8-hour ozone standard. In December 2016 the EPA determined that the Houston-Galveston-Brazoria area had failed to attain the 2008 ozone standard by the 2016 attainment date. This finding reclassified the Houston-Galveston-Brazoria area from marginal to “moderate” and set the attainment deadline as July 20, 2018. In May 2018 the EPA published a proposed rule approving the Houston-Galveston-Brazoria attainment demonstration (a forward-looking model projecting attainment) for the 2008 8-hour ozone standard.

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However, in November 2018, the EPA signed a proposed rule determining that the area had failed to attain the 2008 standard by the July 20, 2018 attainment deadline. This determination will reclassify the Houston-Galveston-Brazoria area from “moderate” to “serious” and set the attainment deadline as July 20, 2021. Upon issuance of the final rule, the reclassification will become effective 30 days after publication in the Federal Register.

In October 2015 the EPA issued a final rule again lowering the primary and secondary NAAQS for ozone, this time to a level of 70 parts per billion. States were required to assess their attainment status and recommend designations to the EPA. In May 2018 the EPA designated Montgomery County, Texas, which is in the Houston-Galveston-Brazoria area, and in which Entergy’s Lewis Creek plant operates, as marginal non-attainment. The final designations were effective in August 2018. Entergy will continue going forward. to work with state environmental agencies on appropriate methods for assessing attainment and nonattainment with the new standard and, where necessary, in planning for compliance. The State of Texas is required to develop plans intended to return the area to a condition of attainment by August 2021.

Potential SO2Nonattainment

The EPA issued a final rule in June 2010 adopting an SO2 1-hour national ambient air quality standard of 75 parts per billion.  The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA indicated that it would delay designations except for those areas with existing monitoring data from 2009 to 2011 indicating violations of the new standard. In August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as nonattainment for the SO2 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. In July 2016 the EPA finalized another round of designations for areas with newly monitored violations of the 2010 standard and those with stationary sources that emit over a threshold amount of SO2. Counties and parishes in which Entergy owns and operates fossil generating facilities that were included in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. Independence County and Calcasieu Parish were designated “unclassifiable,” and Jefferson County was designated “unclassifiable/attainment.” In August 2017 the EPA issued a letter indicating that East Baton Rouge and St. Charles parishes would be designated by December 31, 2020 as monitors were installed to determine compliance. In January 2018 the EPA published a final rule designating a third round of attainment and nonattainment areas. Evangeline Parish, Louisiana, was designated nonattainment. Entergy does not have a generation asset in that parish. Additional capital projects or operational changes may be required to continue operating Entergy facilities in areas eventually designated as in nonattainment of the standard or designated as contributing to nonattainment areas. In May 2018 the EPA released a proposed rule that would retain the standard at 75 parts per billion, which was set in 2010. In November 2018 the EPA proposed to designate Independence County as “unclassifiable/attainment.” Final EPA action is pending.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which had a compliance date, with a widely granted one-year extension, of April 2016. The required controls have been installed and are operational at all affected Entergy units. In December 2018 the EPA signed a proposed rule that finds that it is not “appropriate and necessary” to regulate hazardous air pollutants from electric steam generating units under the provisions of section 112(n) of the Clean Air Act. This is a reversal of the EPA’s previous finding requiring such regulation. However, the proposal does not seek to revise the MATS rule at this time. Entergy will continue to monitor this situation.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions 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.

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Based on several court challenges, CAIR and its subsequent versions, now known as the Cross State Air Pollution Rule (CSAPR), have been remanded to and modified by the EPA on multiple occasions. In July 2015 the D.C. Circuit invalidated the allowance budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR remains in effect.

The CSAPR Phase 1 implementation became effective January 1, 2015. Entergy has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy.

In September 2016 the EPA finalized the CSAPR Update Rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017 the final rule requires reductions in summer nitrogen oxides (NOx) emissions. Several states, including Arkansas and Texas, filed a challenge to the Update Rule, which remains pending.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could result in a requirement to install SO2 and NOx pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units.  The rule leaves certain CAVR determinations to the states.  

In Arkansas, the Arkansas Department of Environmental Quality prepared a state implementation plan (SIP) for Arkansas facilities to implement its obligations under the CAVR.   In April 2012 the EPA finalized a decision addressing the Arkansas Regional Haze SIP, in which it disapproved a large portion of the Arkansas plan, including the emission limits for NOx and SO2 at White Bluff.  In April 2015 the EPA published a proposed federal implementation plan (FIP) for Arkansas, taking comment on requiring installation of scrubbers and low NOx burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NOx controls to continue operating the Lake Catherine plant. Entergy filed comments by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO2 and NOx limits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units at a later date.

In September 2016 the EPA published the final Arkansas Regional Haze FIP. In most respects, the EPA finalized its original proposal but shortened the time for compliance for installation of the NOx controls. The FIP required an emission limitation consistent with SO2 scrubbers at both White Bluff and Independence by October 2021 and NOx controls by April 2018. The EPA declined to adopt Entergy’s proposals related to ceasing coal use as an alternative to SO2 scrubbers for White Bluff SO2 BART. In November 2016, Entergy and other interested parties, including the State of Arkansas, filed petitions for administrative reconsideration and stay at the EPA as well as petitions for judicial review in the U.S. Court of Appeals for the Eighth Circuit. The Eighth Circuit granted the stay pending settlement discussions and pending the State’s development of a SIP that, if approved by the EPA, would replace the FIP. The state has proposed its replacement SIP in two parts: Part I considers NOx requirements, and Part II considers SO2 requirements. The EPA approved the Part I NOx SIP in January 2018. The Part I SIP requires that Entergy address NOx impacts on visibility via compliance with the CSAPR ozone-season emission trading program. Arkansas has finalized a Part II SIP which is under review by the EPA and is currently pending a state administrative appeal. In November 2018 the EPA proposed to finalize the Part II SIP without any substantive changes. Additionally, on December 31, 2018, the ALJ issued a Recommended Decision granting the Arkansas Department of Environmental Quality’s and Entergy’s Motions for Summary Judgment, which will resolve the administrative appeal if adopted by the Arkansas Pollution Control and Ecology Commission. The final Part II SIP requires that Entergy achieve SO2 emission reductions via the use of low-sulfur coal at both White Bluff and Independence within three years. The Part II SIP also requires that Entergy cease to use coal at White Bluff by December 31, 2028 and notes the current planning assumption that Entergy’s Independence units will cease to burn coal by December 31, 2030.

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In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims and reducing the risk that Entergy Arkansas, as operator of Independence and White Bluff, might be compelled under the Clean Air Act’s regional haze program to install costly emissions control technologies. Consistent with the terms of the settlement and in many cases also the Part II SIP, Entergy Arkansas, along with co-owners, will begin using only low-sulfur coal at Independence and White Bluff by mid-2021; cease to use coal at White Bluff and Independence by the end of 2028 and 2030, respectively; cease operation of the remaining gas unit at Lake Catherine by the end of 2027; reserve the option to develop new generating sources at each plant site; and commit to install or propose to regulators at least 800 MWs of renewable generation by the end of 2027, with at least half installed or proposed by the end of 2022 (which includes two existing Entergy Arkansas projects) and with all qualifying co-owner projects counting toward satisfaction of the obligation. Under the settlement, the Sierra Club and the National Parks Conservation Association also waive certain potential existing claims under federal and state environmental law with respect to specified generating plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. The EPA, which is allowed to comment on such a settlement agreement, has stated that it has no objections to the settlement. The Arkansas Attorney General and the Arkansas Affordable Entergy Coalition have filed motions to intervene. The court has not acted on the intervention requests. The Arkansas Attorney General also filed an application before the APSC in December 2018 seeking an investigation into the effects of the settlement, the Arkansas Affordable Energy Coalition filed to support the investigation, and Entergy Arkansas filed a motion to dismiss the application. Briefing is ongoing.

In Louisiana, Entergy worked with the Louisiana Department of Environmental Quality (LDEQ) and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. The LDEQ submitted a revised SIP in February 2017. In May 2017 the EPA proposed to approve a majority of the revisions. In September 2017 the EPA issued a proposed SIP approval for the Nelson plant, requiring an emission limitation consistent with the use of low-sulfur coal, with a compliance date three years from the effective date of the final EPA approval. The EPA’s final approval decision was issued in December 2017 and is on appeal to the U.S. Court of Appeals for the Fifth Circuit.

New and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, the EPA was directed 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 January 2014 the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants.  Entergy was actively engaged in the rulemaking process, and submitted comments to the EPA in December 2014. The EPA issued the final rules for both new and existing sources in August 2015, and they were published in the Federal Register in October 2015. The existing source rule, also called the Clean Power Plan, requires states to develop plans for compliance with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and by the U.S. Supreme Court, if further review is granted. In March 2017 the current administration issued an executive order entitled “Promoting Energy Independence and Economic Growth” instructing the EPA to review and then to suspend, revise, or rescind the Clean Power Plan, if appropriate. The EPA subsequently asked the D.C. Circuit to hold the challenges to the Clean Power Plan and the greenhouse gas new source performance standards in abeyance and signed a notice of withdrawal of the proposed federal plan, model trading rules, and the Clean Energy Incentive Program. The court placed the litigation in abeyance in April 2017. The EPA

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Administrator also sent a letter to the affected governors explaining that states are not currently required to meet Clean Power Plan deadlines, some of which have passed. In October 2017 the EPA proposed a new rule that would repeal the Clean Power Plan on the grounds that it exceeds the EPA’s statutory authority under the Clean Air Act. In December 2017 the EPA issued an advanced notice of proposed rulemaking regarding section 111(d), seeking comment on the form and content of a replacement for the Clean Power Plan, if one is promulgated. In August 2018 the EPA published its proposal to replace the Clean Power Plan. The Affordable Clean Energy (ACE) Rule, which in its current form focuses on existing coal-fired electric generating units, proposes to determine that heat rate improvements are the best system of emission reductions. The rule also proposes revisions to the New Source Review program to prevent that program from being a barrier to installing heat rate improvement projects under ACE. Additionally, the rule provides states more discretion in determining how the best system for emission reductions applies to individual units, including technical feasibility and the remaining useful life of the facility. Comments on the proposal were due in October 2018. Entergy will continue to be engaged in this rulemaking process.

Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level.  Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s operations.  Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications.  These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
introduction of bills in Congress and development of regulations by the EPA proposing further limits on NOx, SO2, mercury, and carbon dioxide and other air emissions.  New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;
efforts in Congress or at the EPA to establish a federal carbon dioxide emission tax, control structure or unit performance standards;
revisions to the estimates of the Social Cost of Carbon and its use for regulatory impact analysis of Federal laws and regulations;
implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;
efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;
efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;
efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs;
efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk;
the listing of additional species as threatened or endangered, the protection of critical habitat for these species, and developments in the legal protection of eagles and migratory birds; and
the regulation of the management, disposal, and beneficial reuse of coal combustion residuals.

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner.  By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per megawatt-hour of electricity generated.  In anticipation of the imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions.  These voluntary actions included establishment of a formal program to stabilize owned power plant carbon dioxide emissions at 2000

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levels through 2005, and Entergy succeeded in reducing emissions below 2000 levels. In 2006, Entergy started including emissions from controllable power purchases as well as its ownership share of generation.  Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases, cumulatively over the period, at 20% below 2000 levels through 2010.  In 2011, Entergy extended this commitment through 2020.  Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 43.7 million tons in 2018 and 39.9 tons in 2017.
Entergy participates in the M.J. Bradley & Associates’ Annual Benchmarking Air Emissions Report, an annual analysis of the 100 largest U.S. electric power producers. The report is available on the M.J. Bradley website. Entergy’s annual greenhouse gas emissions inventory is also third-party verified, and that certification is made available on the American Carbon Registry website. Entergy participates annually in the Dow Jones Sustainability Index and in 2018 was listed on the North American Index. Entergy has been listed on the World or North American Index, or both, for seventeen consecutive years.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States.  The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted.  Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years.  Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants.  

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. After litigation, the EPA issued a new final 316(b) rule in August 2014. Entergy is implementing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed a petition for review of the final rule as a co-petitioner with the Utility Water Act Group. The U.S. Court of Appeals for the Second Circuit heard oral argument in September 2017 and rendered its decision in July 2018. The U.S. Court of Appeals upheld the rule in its entirety. Environmental petitioners petitioned the Second Circuit for a panel rehearing or rehearing en banc, which was denied.

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 said would inform the rulemaking. This report was finalized in January 2015. The final rule was published in the Federal Register in June 2015. The rule could significantly increase the number and types of waters included in the EPA’s and the U.S.

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Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. The final rule was challenged in various federal courts by several parties, including most states. In February 2017 the current administration issued an executive order instructing the EPA and the U.S. Army Corps of Engineers to review the Waters of the United States rule and to revise or rescind, as appropriate. The 2015 rule now is stayed throughout Entergy’s utility service territory by actions of the United States District Courts. In December 2018 the EPA released a prepublication copy of its revised definition of Waters of the United States which proposes to narrow the scope of the Clean Water Act jurisdiction, as compared to the 2015 rule. Comments will be due 60 days after publication in the Federal Register.

Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to monitor and report regularly the presence of radioactive material in the environment.  Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program.  This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed groundwater monitoring wells and began periodic sampling.  The program also includes protocols for notifying local officials if contamination is found.  To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, Indian Point, Palisades, Pilgrim, Grand Gulf, and River Bend.  Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides.  Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

In February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian Point’s groundwater monitoring program.  Investigation of the source of elevated tritium determined that the source was related to a temporary system to process water in preparation for the regularly scheduled refueling outage expensesat Indian Point 2. The system was secured and is no longer in use and additional measures have been taken to prevent reoccurrence should the system be needed again. In June 2016, Indian Point detected trace amounts of cobalt 58 in a single well. This was associated with the draining and disassembly of a temporary heat exchanger operated in support of the Indian Point 2 outage. Oversight by the NRC and other federal/state government bodies continues. The NRC has issued a green notice of violation related to the adequacy of Entergy’s controls to prevent the introduction of radioactivity into the site groundwater. Entergy completed corrective actions and is working with the NRC on the closure of the notice of violation.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released.  Certain private parties also may use CERCLA to recover response costs.  Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA.  CERCLA has been interpreted to impose strict, joint and several liability on responsible parties.  Many states have adopted programs similar to CERCLA.  Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities including nuclear facilities that have been or will be sold to decommissioning companies.  In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation.  Some disposal sites used by

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Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities.  Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs.  The affected Entergy subsidiaries have established provisions for the liabilities for such environmental clean-up and restoration activities.  Details of potentially material CERCLA and similar state program liabilities are discussed in the “Other Environmental Matters” section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2018, Entergy has recorded asset retirement obligations related to CCR management of $18.4 million.

In December 2016 the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for a permit program. In September 2017 the EPA agreed to reconsider certain provisions of the CCR rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards. The EPA is expected to increase going forward.release additional revisions in another rulemaking. In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

Pursuant to the EPA Rule, Entergy operates groundwater monitoring systems surrounding its coal combustion residual landfills located at White Bluff, Independence, and Nelson. Monitoring to date has detected concentrations of certain listed constituents in the area, but has not indicated that these constituents originated at the active landfill cells. Reporting has occurred as required, and detection monitoring will continue as the rule requires. In late-2017, Entergy determined that certain in-ground wastewater treatment system recycle ponds at its White Bluff and Independence facilities require management under the new EPA regulations. In order to meet these regulations, one of two recycle ponds at White Bluff commenced closure in October 2018. Additionally, the second recycle pond at White Bluff is planned for closure on or before October 31, 2020. Any potential requirements for corrective action or operational changes under the new EPA rule continue to be assessed. Notably, ongoing litigation has resulted in the EPA’s continuing review of the rule. Consequently, the nature and cost of additional corrective action requirements may depend, in part, on the outcome of the EPA’s review.

Other Environmental Matters

Entergy Louisiana and Entergy Texas

Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931.  Coal tar, a

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by-product of the distillation process employed at MGPs, apparently was routed to a portion of the property for disposal.  The same area also has been used as a landfill.  In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site.  In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center.  In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface.  In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site.  The groundwater monitoring study commenced in January 2006 and is continuing.  The EPA released the second Five Year Review in 2015. The EPA indicated that the current remediation technique was insufficient and that Entergy would need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and suggesting installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy is awaiting comments and direction from the EPA on the Focused Feasibility Study and potential remedy selection.  In early 2017 the EPA indicated that the new remedial method, a waterloo barrier, may not be necessary and requested revisions to the Focused Feasibility Study. The EPA plans to provide comments on the revised 2017 Focused Feasibility Study in the next Five Year Review in 2020. Entergy is continuing discussions with the EPA regarding the ongoing actions at the site.

Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy subsidiaries sent transformers to this facility.  Entergy Arkansas, Entergy Louisiana, and Entergy Texas responded to an information request from the TCEQ.  Entergy Louisiana and Entergy Texas joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site.  Current estimates, although variable depending on ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be approximately $1.5 million to $2 million.  Remediation activities continue at the site.

Entergy Texas

In December 2016 a transformer inside the Hartburg, Texas Substation had an internal fault resulting in a release of approximately 15,000 gallons of non-PCB mineral oil. Cleanup ensued immediately; however, rain caused much of the oil to spread across the substation yard and into a nearby wetland. The Texas Commission on Environmental Quality (TCEQ) and the National Response Center were immediately notified, and the TCEQ responded to the site approximately two hours after the cleanup was initiated. The remediation liability is estimated at $2.2 million; however, this number could fluctuate depending on the remediation extent and wetland mitigation requirements. In July 2017, Entergy entered into the Voluntary Cleanup Program with the TCEQ. Additional direction is expected from the TCEQ regarding final remediation requirements for the site. In November 2017, additional soil sampling was completed in the wetland area and, in February 2018, a site summary report of findings was submitted to the TCEQ. The TCEQ responded in June 2018 and has requested an ecological exclusion criteria checklist/Tier II screening-level ecological risk assessment, and additional site assessment, additional soil samples, groundwater samples, and some additional diagrams and maps. Entergy has developed and is implementing a response plan addressing the TCEQ’s requests.

Litigation

Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments.  Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs

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in personal injury, property damage, and business tort cases.  The litigation environment in these states poses a significant business risk to Entergy.

Ratepayer and Fuel Cost Recovery Lawsuits  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.
 
Asbestos Litigation(Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas)

See Note 8 to the financial statements for a discussion of this litigation.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers.  As of December 31, 2018, Entergy subsidiaries employed 13,688 people.

Utility:
Entergy Arkansas1,258
Entergy Louisiana1,656
Entergy Mississippi713
Entergy New Orleans278
Entergy Texas600
System Energy
Entergy Operations3,479
Entergy Services3,525
Entergy Nuclear Operations2,127
Other subsidiaries52
Total Entergy13,688

Approximately 4,700 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, and Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Copies of the reports that Entergy files with the SEC can be obtained at the SEC’s website.


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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information.  Filings made with the SEC are posted and available without charge on Entergy’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.  These filings include annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; proxy statements; and any amendments to those reports or statements.  All such postings and filings are available on Entergy’s Investor Relations website free of charge.  Entergy is providing the address to its internet site solely for the information of investors and does not intend the address to be an active link.  The contents of the website are not incorporated into this report.



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RISK FACTORS

Investors should review carefully the following risk factors and the other information in this Form 10-K.  The risks that Entergy faces are not limited to those in this section.  There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy’s financial condition, results of operations, and liquidity.  See “FORWARD-LOOKING INFORMATION.”

Utility Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that can be lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.
The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance costs, allowed rates of return, financing costs, and related costs of service.  These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy.  These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment, including adjustment upon the initiative of a regulator or affected stakeholders.

In addition, regulators may initiate proceedings to investigate the prudence of costs in the Utility operating companies’ base rates and examine, among other things, the reasonableness or prudence of the companies’ operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates.  The regulators may disallow costs subject to their jurisdiction found not to have been prudently incurred or found not to have been incurred in compliance with applicable tariffs, creating some risk to the ultimate recovery of those costs.  Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates.  Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates.  Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings. 

The base rates of Entergy Texas are established largely in traditional base rate case proceedings. Apart from base rate proceedings, Entergy Texas has also filed to use rate riders to recover the revenue requirements associated with certain authorized historical costs. For example, Entergy Texas has recovered distribution-related capital investments through the distribution cost recovery factor rider mechanism, transmission-related capital investments and certain non-fuel MISO charges through the transmission cost recovery factor rider mechanism, and MISO fuel and energy-related costs through the fixed fuel factor mechanism. Entergy Texas is also required to make a filing every three years, at a minimum, reconciling its fuel and purchased power costs and fuel factor revenues. In the course of this reconciliation, the PUCT determines whether eligible fuel and fuel-related expenses and revenues are necessary and reasonable, and makes a prudence finding for each of the fuel-related contracts for the reconciliation period.

Between base rate cases, Entergy Arkansas and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize a forward test year (Entergy Arkansas) or forward-looking features (Entergy Mississippi). In response to Entergy Arkansas’s application for a general change in rates in 2015, the APSC approved the formula rate plan tariff proposed by Entergy Arkansas including its use of a projected year test period and an initial five-year term. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’s formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an

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application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved and MPSC-approved tariffs, respectively.

Entergy Louisiana historically sets electric base rates annually through a formula rate plan using an historic test year. The form of the formula rate plan, on a combined basis, was approved in connection with the business combination of Entergy Louisiana and Entergy Gulf States Louisiana and largely followed the formula rate plans that were approved by the LPSC in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate plan has been extended through the test year 2019; certain modifications were made in that extension, including a decrease to the allowed return on equity and the addition of a transmission cost recovery mechanism. The formula rate plan continues to include exceptions from the rate cap and sharing requirements for certain large capital investment projects, including acquisition or construction of generating facilities and purchase power agreements approved by the LPSC and as noted, for certain transmission investment, among other items. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause. In the event that the electric formula rate plan is not renewed or extended, Entergy Louisiana would revert to the more traditional rate case environment.

Entergy New Orleans previously operated under a formula rate plan that ended with the 2011 test year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented in connection with the most recent base rate case that is filed regarding its electric and gas operations. Entergy New Orleans filed its most recent rate case in September 2018 and expects a decision by the City Council later in 2019, with rates to become effective as of August 2019.

The rates of System Energy are established by the FERC, and the costs allowed to be charged pursuant to these rates are, in turn, passed through to the participating Utility operating companies through the Unit Power Sales Agreement, which allows monthly adjustments to reflect the current operating costs of, and investment in, Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.  For information regarding rate case proceedings and formula rate plans applicable to the Utility operating companies, see Note 2 to the financial statements.

The Utility operating companies recover fuel, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment.  Because regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred, including the cost of replacement power purchased when generators experience outages, with the possibility of refunds to ratepayers, there exists some risk to the ultimate recovery of those costs.  Regulators may also initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

The Utility operating companies’ cash flows can be negatively affected by the time delays between when gas, power, or other commodities are purchased and the ultimate recovery from customers of the costs in rates.  On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating

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companies may agree to defer recovery of a portion of that period’s fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies.  For a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power costs recovery, see Note 2 to the financial statements.
There remains uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies.

The Utility operating companies historically engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that had been approved by the FERC. The System Agreement terminated in its entirety on August 31, 2016.

There remains uncertainty regarding the long-term effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it had been in existence. In the absence of the System Agreement, there remains uncertainty around the effectiveness of governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement terminated in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing of payments made by Entergy Arkansas under the System Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

For further information regarding the regulatory proceedings relating to the System Agreement, see Note 2 to the financial statements.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways that cause additional risk.

The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. MISO is currently evaluating through its stakeholder process potential changes in the transmission project criteria in MISO. These changes, if adopted, could potentially result in a larger volume of competitively bid and regionally cost allocated transmission projects. In addition to the cash and financing-related risks arising from the potential additional cost allocation to the Utility operating companies from these projects, there is a risk that the Utility operating companies’ business and financial position could be harmed as a result of lost investment opportunities and other effects that flow from an increased number of competitive projects being approved

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and constructed that are interconnected with their transmission systems. Further, the terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC. The operation of the Utility operating companies’ transmission system pursuant to the MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make periodic filings setting forth the results of analysis of the costs and benefits realized from MISO membership as well as the projected costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO. These filings have been submitted periodically by each of the Utility operating companies as required by their respective retail regulators, and the outcome of the resulting proceedings may affect the Utility operating companies’ continued membership in MISO.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

A delay or failure in recovering amounts for storm restoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy’s and its Utility operating companies’ results of operations, liquidity, and financial condition can be materially affected by the destructive effects of severe weather.  Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages.  A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

Nuclear Operating, Shutdown and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy)

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be successful, and lower capacity factors could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy, and Entergy Wholesale Commodities.  Nuclear plant operations involve substantial fixed operating costs.  Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors, consistent with safety requirements. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs.  For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations.  Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power.  Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners periodically shut down their nuclear power plants to replenish fuel.  Plant maintenance and upgrades are often scheduled during such refueling outages.  If refueling outages last longer than anticipated or if unplanned outages arise, Entergy’s and their results of operations, financial condition, and liquidity could be materially affected.

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Outages at nuclear power plants to replenish fuel require the plant to be “turned off.”  Refueling outages generally are planned to occur once every 18 to 24 months and average approximately 30 days in duration.  Plant maintenance and upgrades are often scheduled during such planned outages, which often extends the planned outage duration.  When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may increase.  Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment, and fabrication). These risks could materially affect Entergy’s and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy’s nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through 2019 and beyond.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the Palisades, Pilgrim, Indian Point 2 and Indian Point 3 plants over the next three years. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past, and may be subject to increased volatility due to the imposition of tariffs or shifting trade arrangements between countries.  Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price changes could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.  The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations, suspend, or revoke their licenses, or increase oversight of their nuclear plants, which could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants.  The NRC may modify, suspend, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, related regulations, or the terms of the licenses for nuclear facilities. Interested parties may also intervene which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require

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a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy.  A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.For additional information concerning the current classification of the plants owned by Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see “Regulation of Entergy’s Business- Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process” in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by one of these companies, as well as those owned by others, may lead to a change in laws or regulations or the terms of the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties.  As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially affect the financial condition, results of operations, and liquidity of Entergy, certain of the Utility operating companies, System Energy, or Entergy Wholesale Commodities. 

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially affect Entergy’s and  their results of operations, financial condition, and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy,and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s.  Older equipment may require more capital expenditures to keep each of these nuclear power plants operating safely and efficiently.  This equipment is also likely to require periodic upgrading and improvement.  Any unexpected failure, including failure associated with breakdowns, forced outages, or any unanticipated capital expenditures, could result in increased costs, some of which costs may not be fully recoverable by the Utility operating companies and System Energy in regulatory proceedings should there be a determination of imprudence.  Operations at any of the nuclear generating units owned and operated by Entergy’s subsidiaries could degrade to the point where the affected unit needs to be shut down or operated at less than full capacity.  If this were to happen, identifying and correcting the causes may require significant time and expense.  A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity.  For the Utility operating companies and System Energy, this could result in certain costs being stranded and potentially not fully recoverable in regulatory proceedings. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. In addition, the operation and maintenance of Entergy’s nuclear facilities require the commitment of substantial human resources that can result in increased costs.

The nuclear industry continues to address susceptibility to the effects of stress corrosion cracking ofand other corrosion mechanisms on certain materials within the plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy’s nuclear power plants that may need to be replaced or refurbished, and in some cases, parts are no longer available and have to be reverse-engineered for replacement.  In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.


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The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel disposal facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs for the on-site storage of spent nuclear fuel.  The approval of a license for a national repository for the disposal of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs associated with on-site storage of spent nuclear fuel.  For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the NRC licensing of the Yucca Mountain repository is effectively at a standstill. These actions are prolonging the time before spent fuel is removed from Entergy’s plant sites.  Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach.  Furthermore, Entergy is uncertain as to when the DOE will commence acceptance of spent fuel from its facilities for storage or disposal.  As a result, continuing future expenditures will be required to increase spent fuel storage capacity at the companies’ nuclear sites and maintenance costs on existing storage facilities, including aging management of fuel storage casks, may increase.  The costs of on-site storage are also affected by regulatory requirements for such storage.  In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the ability to fully decommission the nuclear units and the costs relating to decommissioning.  For further information regarding spent fuel storage, see the “Critical Accounting EstimatesNuclear Decommissioning CostsSpent Fuel Disposal” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 8 to the financial statements.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material effect on Entergy’s and their results of operations, financial condition, or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere.  The Price-Anderson Act limits each reactor owner’s public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool, which is referred to as Secondary Financial Protection, up to approximately $137.6 million per reactor.   With 99 reactors currently participating, this translates to a total public liability cap of approximately $14 billion per incident.  The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors.  As required by the Price-Anderson Act, the Utility operating companies, System Energy, and Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers, which is $450 million for each operating site.  Claims for any nuclear incident exceeding that amount are covered under Secondary Financial Protection.  As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the primary insurance coverage, each owner of a nuclear plant reactor, including Entergy’s Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary insurance level, up to a maximum of approximately $137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.238 billion).  The retrospective premium payment is currently limited to approximately $21 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $137.6 million cap.

NEIL is a utility industry mutual insurance company, owned by its members, including the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities plants. All member plants could be subject to an annual assessment (retrospective premium of up to 10 times current annual premium for all policies) should the NEIL surplus (reserve) be significantly depleted due toinsured losses.  As of December 31, 2018, the maximum annual assessment amounts total $118 million for the Utility plants.  Retrospective premium insurance

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available through NEIL’s reinsurance treaty can cover the potential assessments and the Entergy Wholesale Commodities plants currently maintain the retrospective premium insurance to cover those potential assessments.

As an owner of nuclear power plants, Entergy participates in industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event.  Any resulting liability from a nuclear accident may exceed the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition, or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

The decommissioning trust fund assets for the nuclear power plants owned by the Utility operating companies, System Energy and the Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if market performance and other changes decrease the value of assets in the decommissioning trusts, if one or more of Entergy’s nuclear power plants is retired earlier than the anticipated shutdown date, if the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require significant additional funding.
Owners of nuclear generating plants have an obligation to decommission those plants.  Certain of the Utility operating companies, System Energy, and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose.  Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies.  Those rate collections, as adjusted from time to time by rate regulators, are generally based upon operating license lives and trust fund balances as well as estimated trust fund earnings and decommissioning costs.  Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds.

Under NRC regulations, nuclear plant owners are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount that will be available in each nuclear power plant’s decommissioning trusts combined with any other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process, or the anticipated actual completion of decommissioning if a site-specific estimate is used. If the projected amount of each individual plant’s decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs required to decommission these nuclear power plants, or funding is otherwise inadequate, or if the formula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources or commitments would be required.  Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a plan for the provision of separate funding for spent fuel management costs.  In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of the Utility operating companies, System Energy, or Entergy Wholesale Commodities nuclear power plants or may restrict the decommissioning-related costs that can be paid from the decommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

An early plant shutdown (either generally or relative to current expectations), poor investment results or higher than anticipated decommissioning costs (including as a result of changing regulatory requirements) could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Utility operating

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companies, System Energy or the Entergy Wholesale Commodities nuclear plant owners may be required to provide significant additional funds or credit support to satisfy regulatory requirements for decommissioning, which, with respect to the Utility operating companies, may not be recoverable from customers in a timely fashion or at all.

For further information regarding nuclear decommissioning costs, management’s decision to exit the merchant power business, the impairment charges that resulted from such decision, and the planned sales of Pilgrim and Palisades (which will include the transfer of each entity’s decommissioning trust), see the “Critical Accounting Estimates- Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy, the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, and Notes 9 and 14 to the financial statements.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants.  Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s, and owners of Entergy Wholesale Commodities nuclear power plants.  Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates– Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation and decommissioning of Entergy’s nuclear power plants.

New and existing concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northern United States, which is where most of the current fleet of Entergy Wholesale Commodities nuclear power plants is located.  These concerns have led to, and may continue to lead to, various proposals to Federal regulators and governing bodies in some localities where Entergy’s subsidiaries own nuclear generating units for legislative and regulatory changes that might lead to the shutdown of nuclear units, additional requirements or restrictions related to spent nuclear fuel on-site storage and eventual disposal, or other adverse effects on owning, operating and decommissioning nuclear generating units.  Entergy vigorously responds to these concerns and proposals.  If any of the existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material effect on Entergy’s results of operations, financial condition, and liquidity.

(Entergy Corporation)

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized rate of return on their capital investments in non-utility businesses.  As a result, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.  As of December 31, 2018, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 98% in 2019, 94% in 2020, 91% in 2021, and 66% in 2022 of its generation portfolio’s planned energy output, reflecting the planned shutdown or sale of the Entergy Wholesale Commodities nuclear power plants by mid-2022.


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Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix.  The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not operating, the seller generally is not liable for damages.  For some unit-contingent obligations, however, there is also a guarantee of availability that provides for the payment to the power purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

Market prices may fluctuate substantially, sometimes over relatively short periods of time, and at other times experience sustained increases or decreases.  Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply.  During periods of over-supply, prices might be depressed.  Also, from time to time there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region. These conditions were primary factors leading to Entergy’s decision to shut down (or sell) Entergy Wholesale Commodities’ nuclear power plants before the end of their operating licenses (or requested operating licenses for Indian Point 2 and Indian Point 3).

The price that different counterparties offer for various products including forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements, and the number of available counterparties interested in contracting for the desired forward period.  Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities’ contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition, or liquidity.  New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Market and Credit Risk Sensitive Instruments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.  Since Entergy Wholesale Commodities has announced the closure (or sale) of its nuclear plants, Entergy Wholesale Commodities may enter into fewer forward sales contracts for output from such plants.

Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy’s control to a significant degree, are:

prevailing market prices for natural gas, uranium (and its conversion, enrichment, and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;
seasonality and realized weather deviations compared to normalized weather forecasts;
availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;
changes in production and storage levels of natural gas, lignite, coal and crude oil, and refined products;
liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;
the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;
electricity transmission, competing generation or fuel transportation constraints, inoperability, or inefficiencies;

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the general demand for electricity, which may be significantly affected by national and regional economic conditions;
weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;
the rate of growth in demand for electricity as a result of population changes, regional economic conditions, and the implementation of conservation programs or distributed generation;
regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities customers to enter into long-term contracts generally, and contracts for energy in particular;
increases in supplies due to actions of current Entergy Wholesale Commodities competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities, and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;
union and labor relations;
changes in Federal and state energy and environmental laws and regulations and other initiatives, such as the Regional Greenhouse Gas Initiative, including but not limited to, the price impacts of proposed emission controls;
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and
natural disasters, terrorist actions, wars, embargoes, and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive regulation under federal, state, and local laws. Compliance with the requirements under these various regulatory regimes may cause the Entergy Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity.  Each of the owners of the Entergy Wholesale Commodities nuclear power plants that generates electricity, as well as Entergy Nuclear Power Marketing, LLC, is a “public utility” under the Federal Power Act by virtue of making wholesale sales of electric energy and/or owning wholesale electric transmission facilities.  The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates.  The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions.  In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation.  If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules.  This could have an adverse effect on the rates the Entergy Wholesale Commodities business charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules imposed by the existing Independent System Operators.  The Independent System Operators that oversee most of the wholesale power markets may impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets.  These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale

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Commodities business’ generation facilities that sell energy and capacity into the wholesale power markets. Further, the New York Independent System Operator could determine that the timing of the shutdown of the Indian Point units could be inconsistent with its market power rules, and impose certain penalties that could affect Entergy Wholesale Commodities. For further information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

The regulatory environment applicable to the electric power industry is subject to changes as a result of restructuring initiatives at both the state and federal levels. Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business.  In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost of operating nuclear power plants, and have made proposals to re-regulate the markets, impose a generation tax, or require divestitures by generating companies to reduce their market share.  Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models.  If competitive restructuring of the electric power markets is reversed, modified, discontinued, or delayed, the Entergy Wholesale Commodities business’ results of operations, financial condition, and liquidity could be materially affected.

The power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material effect on Entergy’s results of operations, financial condition or liquidity.

Entergy reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from the operations of such assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets.  In particular, the assets of the Entergy Wholesale Commodities business are subject to further impairment in connection with the closure or sale of its nuclear power plants. Moreover, prior to the closure or sale of these plants, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows, a reduction in the expected remaining useful life of a unit, or a decline in observable industry market multiples could all result in potential additional impairment charges for the affected assets.

If Entergy concludes that any of its nuclear power plants is unlikely to operate through its planned shutdown date, which conclusion would be based on a variety of factors, such a conclusion could result in a further impairment of part or all of the carrying value of the plant.  Any impairment charge taken by Entergy with respect to its long-lived assets, including the power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Impairment of Long-lived Assets and Trust Fund Investments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and for further discussion of the impairment charges, see Note 14 to the financial statements.


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General Business

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices.  Disruptions in the capital and credit markets may adversely affect Entergy’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

Entergy’s business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms.  At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies and Entergy Wholesale Commodities.  In addition, Entergy’s and the Utility operating companies’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac in 2012.  The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, higher than expected pension contributions, an acceleration of payments or decreased credit lines, less cash flow from operations than expected, changes in regulation or governmental policy (including tax and trade policy), or other unknown events, could cause the financing needs of Entergy and its subsidiaries to increase.  In addition, accessing the debt capital markets more frequently in these situations may result in an increase in leverage.  Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries’ ability to maintain and to expand their businesses.  Events beyond Entergy’s control may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities.  Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come up for renewal.  Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities.  If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation’s ability to sustain its current common stock dividend level.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

A downgrade in Entergy Corporations or its subsidiariescredit ratings could negatively affect Entergy Corporations and its subsidiariesability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments, or repay certain indebtedness.

There are a number of factors that rating agencies evaluate to arrive at credit ratings for each of Entergy Corporation and the Registrant Subsidiaries, including each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and financial strength and liquidity.  If one or more rating agencies downgrade Entergy Corporation’s, any of the Utility operating companies’, or System Energy’s ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases, and other agreements.


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Most of Entergy Corporation’s and its subsidiaries’ large customers, suppliers, and counterparties require sufficient creditworthiness to enter into transactions.  If Entergy Corporation’s or its subsidiaries’ ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas, and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. At December 31, 2018, based on power prices at that time, Entergy had liquidity exposure of $126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2018, Entergy would have been required to provide approximately $69 million of additional cash or letters of credit under some of the agreements. As of December 31, 2018, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $310 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

Recent U.S. tax legislation may materially adversely affect Entergy’s financial condition, results of operations, and cash flows.

The recently enacted Tax Cuts and Jobs Act of 2017 significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, and altering the expensing of capital expenditures. The legislation and interpretive guidance from the IRS are unclear in certain respects and will require further interpretations and implementing regulations by the IRS, as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

As further described in Note 3 to the financial statements, Entergy recorded a reduction of certain of its net deferred income tax assets (including the value of its net operating loss carryforwards) and regulatory liabilities, resulting in a charge against earnings in the fourth quarter 2017 of $526 million, including a $34 million net-of-tax reduction of regulatory liabilities, and Entergy and the Utility operating companies recorded a reduction of approximately $3.7 billion on a consolidated basis in certain of its net deferred tax liabilities and a corresponding increase in net regulatory liabilities. As a result of amortization of accumulated deferred income taxes and payment of such amounts to customers in 2018, Entergy’s net regulatory liability for income taxes balance is $2.1 billion as of December 31, 2018. Depending on the outcome of IRS examinations or tax positions and elections that Entergy may make, Entergy and the Registrant Subsidiaries may be required to record additional charges or credits to income tax expense. Further, there may be other material effects resulting from the legislation that have not been identified.

Entergy believes that interpretations and implementing regulations by the IRS, as well as potential amendments and technical corrections, could result in lessening the impacts of certain aspects of this legislation. If Entergy is unable to successfully pursue avenues to manage the effects of the new tax legislation, or if additional interpretations, regulations, amendments, or technical corrections exacerbate the effects of the legislation, the legislation could have a material effect on Entergy’s results of operations, financial condition, and cash flows.

For further information regarding the effects of the Act, see the “Income Tax Legislation” section of Management’s Financial Discussion and Analysis for Entergy. Also, Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.


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Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.

Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. For example, Entergy announced that on July 30, 2018, it entered into purchase and sale agreements with Holtec International to sell to a Holtec subsidiary (i) 100% of the equity interests in Entergy Nuclear Generation Company, the owner of the Pilgrim Nuclear Power Station, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of the Palisades Nuclear Power Plant and the Big Rock Point Site. In addition, as part of Entergy’s plan to exit the merchant power business, it plans to shut down its remaining merchant nuclear power plants by mid-2022. Last, as further described in the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy, a significant portion of Entergy’s utility business over the next several years includes the construction and /or purchase of a variety of generating units. These transactions and plans are or may become subject to regulatory approval and other material conditions or contingencies. The failure to complete these transactions or plans or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, these transactions, and any completed or future strategic transactions, involve substantial risks, including the following:

the disposition of a business or asset may involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities, or other current or contingent financial obligations;
Entergy may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner when it decides to sell an asset or a business, which could delay the accomplishment of its strategic objectives. Alternatively, Entergy may dispose of a business or asset at a price or on terms that are less than what it had anticipated, or with the exclusion of assets that must be divested or run off separately;
the disposition of a business could result in impairments and related write-offs of the carrying values of the relevant assets;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
Entergy and/or its subsidiaries may assume liabilities that were not disclosed to them, that exceed their estimates, or for which their rights to indemnification from the seller are limited;
the disposition of a business, including Entergy’s planned exit from the merchant power business, could divert management’s attention from other business concerns;
Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable

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to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and
Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

Entergy may not be successful in managing these or any other significant risks that it may encounter in acquiring or divesting a business, or engaging in other strategic transactions, which could have a material effect on its business.

The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially affected.

Entergy’s and the Utility operating companies’ ability to complete construction of power generation facilities, or make other capital improvements, in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  These variables include, but are not limited to, project management expertise and escalating costs for materials, labor, and environmental compliance.  Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs,  downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale Commodities business may occur that may materially affect the schedule, cost, and performance of these projects.  If these projects or other capital improvements are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project.  In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost.

For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction and/or purchase of additional generation supply sources within the Utility operating companies’ service territory, and as to the Entergy Wholesale Commodities business, see the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs to fulfill their obligations related to environmental and other matters.

The businesses in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business operate are subject to extensive environmental regulation by local, state, and federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business conduct their operations and make capital expenditures.  These laws and regulations also affect how the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business manage air emissions, discharges to water, wetlands impacts, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, certain migratory birds and eagles, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting and enforcement discretion vested in the implementing agencies.  Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures.  Violations of these requirements can subject the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable

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permits or standards.  In addition, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances have been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions from generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, or are revised or withdrawn by the EPA, sometimes resulting in large-scale changes to anticipated regulatory regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes.  Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues are discussed below.

Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain, or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs.  For further information regarding environmental regulation and environmental matters, see the “Regulation of Entergys Business– Environmental Regulation” section of Part I, Item 1.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy’s business is subject to extensive and mandatory reliability standards.  Such standards, which are established by the North American Electric Reliability Corporation (NERC), the SERC Reliability Corporation (SERC), and other regional enforcement entities, are approved by the FERC and frequently are reviewed, amended, and supplemented.  Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards.  The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies.  In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets.  In addition, the retail regulators of the Utility operating companies may seek to impose standards governing the reliable operation of the Utility operating companies’ distribution systems, including penalties if these standards are not met. The changes to the reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities businesses.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Weather, economic conditions, technological developments, and other factors may have a material impact on electricity and gas usage and otherwise materially affect the Utility operating companiesresults of operations.

Temperatures above normal levels in the summer tend to increase electric cooling demand and revenues, and temperatures below normal levels in the winter tend to increase electric and gas heating demand and revenues.  As a corollary, moderate temperatures in either season tend to decrease usage of energy and resulting revenues.  Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters.  Extreme weather conditions or storms,  however, may stress the Utility operating companies’ generation facilities and transmission and distribution

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systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction.  These extreme conditions could have a material effect on the Utility operating companies’ financial condition, results of operations, and liquidity.

Entergy’s electricity sales volumes are affected by a number of factors, including economic conditions, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, new technologies and self-generation alternatives, including the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting effect on Entergy’s operating results.  Others, such as the increasing adoption of energy efficient appliances, new building codes, distributed energy resources, energy storage, demand side management and new technologies such as rooftop solar are having a more permanent effect of reducing sales growth rates from historical norms. As a result of these emerging efficiencies and technologies, the Utility operating companies may lose customers or experience lower usage per customer in the residential and commercial classes, and further advances have the potential to limit sales growth in the future. The Utility operating companies also may face competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies. In addition, electricity sales to industrial customers, in particular, benefit from steady economic growth and favorable commodity prices; however, they are sensitive to changes in conditions in the markets in which its customers operate.  Any negative change in any of these or other factors has the potential to result in slower sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase renewable energy requirements or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.  For example, in response to the United States Supreme Court’s 2007 decision holding that the EPA has authority to regulate emissions of CO2 and other “greenhouse gases” under the Clean Air Act, the EPA, various environmental interest groups, and other organizations focused considerable attention on CO2 emissions from power generation facilities and their potential role in climate change.  In 2010, the EPA promulgated its first regulations controlling greenhouse gas emissions from certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units.  During 2012 and 2014, the EPA proposed CO2 emission standards for new and existing sources. The EPA finalized these standards in 2015; however, in subsequent years the EPA has proposed to repeal and replace certain of those regulations. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California. The impact that continued changes in the governmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions is currently unclear.

Developing and implementing plans for compliance with greenhouse gas emissions reduction or renewable energy requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects; moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.  These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.  To

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the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might deny or defer timely recovery of these costs.  Future changes in environmental regulation governing the emission of CO2 and other greenhouse gases or mix of generation sources could make some of Entergy’s electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries.  In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.  These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.  Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.  A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, and lower customer satisfaction.  Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.  Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.  Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.  Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.  Accordingly, water availability and quality are critical to Entergy’s business operations.  Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.  Entergy also obtains and operates in substantial compliance with water discharge permits issued under various provisions of the Clean Water Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater aquifer volumes, and similar conditions.  The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.


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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially affect Entergy’s and its subsidiaries’ results of operations, financial condition, and liquidity.

To manage near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, coal, refined products, and other commodities, within established risk management guidelines.  As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.  However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time.  In addition, Entergy also elects to leave certain volumes during certain years unhedged.  To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy’s and its subsidiaries’ results of operations and financial position.

Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities.  As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations, or financial position.

Entergy’s over-the-counter financial derivatives are subject to rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Entergy cannot predict the impact any proposed or not fully-implemented final rules will have on its ability to hedge its commodity price risk or on over-the-counter derivatives markets as a whole, but such rules and regulations could have a material effect on Entergy's risk exposure, as well as reduce market liquidity and further increase the cost of hedging activities.

Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities.  Reductions in Entergy’s or its subsidiaries’ credit quality or changes in the market prices of energy commodities could increase the cash or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy’s or its subsidiaries’ liquidity and financial position.

The Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations.  Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Entergy or its subsidiaries.  If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, which credit support may not always be adequate to cover the related obligations.  In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.  In addition, the credit commitments of Entergy’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources.

Market performance and other changes may decrease the value of benefit plan assets, which then could require additional funding and result in increased benefit plan costs.


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The performance of the capital markets affects the values of the assets held in trust under Entergy’s pension and postretirement benefit plans.  A decline in the market value of the assets may increase the funding requirements relating to Entergy’s benefit plan liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs.  Volatility in the capital markets has affected the market value of these assets, which may affect Entergy’s planned levels of contributions in the future.  Additionally, changes in interest rates affect the liabilities under Entergy’s pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding and recognition of higher liability carrying costs.  The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations.  For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the financial statements.

The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters.  The states in which the Utility operating companies operate, in particular Louisiana, Mississippi, and Texas, have proven to be unusually litigious environments.  Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases.  Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

Domestic or international terrorist attacks, cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ or their suppliers’ technology systems may adversely affect Entergy’s results of operations.

As an operator of critical infrastructure, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism and cyber attacks, by domestic or foreign actors, whether as a direct act against one of Entergy’s generation, transmission or distribution facilities, or operations centers, or infrastructure and information technology systems used to manage, monitor, and transport power to customers and perform day-to-day business functions. In addition, Entergy has increased its use of and reliance on the Internet in connection with its initiatives, including smart-grid-related projects. The Internet is inherently vulnerable and subject to disability or failure due to malicious activity, viruses, and other types of security events that would heighten the risk of a cyber attack. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct its business. While malware was discovered on Entergy’s business network in 2018, and was remediated on a timely basis, it did not affect Entergy’s operational systems, generation plants (including nuclear), or transmission and distribution networks, nor did it have a material effect on Entergy’s business operations. Additionally, within Entergy’s industry, there have been attacks on energy infrastructure. Although it appears that the impact of such attacks on operations has been minimal to date, there may be more attacks in the future and the impact of such attacks may be significant. This risk may be enhanced by the efforts of cyber actors associated with governments that have carried out campaigns of cyber-enabled theft targeting global technology service providers and their customers. The Utility operating companies also face heightened risk of an act or threat by cyber criminals intent on accessing personal information for the purpose of committing identity theft, taking company-sensitive data, or disrupting their ability to operate.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with mandatory and prescriptive reliability and security standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential existing and new threats that could lead to

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unauthorized access to or loss of availability of critical systems essential to the reliable operation of Entergy’s electric system. Moreover, the functionality of Entergy’s technology systems depends on both its and third-party systems to which Entergy is connected directly or indirectly (such as systems belonging to suppliers, vendors and contractors, including cloud-service providers supporting business operations). While Entergy has processes in place to assess systems of certain of these suppliers, vendors and contractors, Entergy does not ultimately control the adequacy of their defenses against cyber and other attacks, but has implemented oversight measures to assess maturity and manage third-party risk. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.
Any such attacks, failures or breaches could have a material effect on Entergy’s and the Utility operating companies’ business, financial condition, results of operations or reputation. Insurance may not be adequate to cover losses that might arise in connection with these events. The risk of such attacks, failures, or breaches may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its power generation, transmission, and distribution assets and other facilities, such as additional physical facility security and security personnel, and for systems to protect its information technology and network infrastructure systems. Such events may also expose Entergy to an increased risk of litigation (and associated damages and fines).

(Entergy New Orleans)

The effect of higher purchased gas cost charges to customers taking gas service may adversely affect Entergy New Orleans’s results of operations and liquidity.

Gas rates charged to retail gas customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy New Orleans, and distribution charges, which provide a return or profit to the utility.  Distribution charges are affected by the amount of gas sold to customers.  Purchased gas cost charges, which comprise most of a customer’s bill and may be adjusted monthly, represent gas commodity costs that Entergy New Orleans recovers from its customers.  Entergy New Orleans’s cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers occurs.  When purchased gas cost charges increase substantially reflecting higher gas procurement costs incurred by Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy New Orleans, which could adversely affect results of operations.

(System Energy)

System Energy owns and, through an affiliate, operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf.  Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy.  The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which expires in November 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.


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For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy (including the Capital Funds Agreement), see Notes 8 and 10 to the financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries.  Accordingly, all of its operations are conducted by its subsidiaries.  Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and to pay dividends on its common stock depends on the payment to it of dividends or distributions by its subsidiaries.  The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions.  Provisions in the articles of incorporation of certain of Entergy Corporation’s subsidiaries restrict the payment of cash dividends to Entergy Corporation.  For further information regarding dividend or distribution restrictions to Entergy Corporation, see Note 7 to the financial statements.


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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In November 2017, Entergy Arkansas filed an application with the APSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s filing. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $112.9 million primarily due to a lower effective income tax rate and higher net revenue, each after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes, partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and lower other income.

2017 Compared to 2016

Net income decreased $27.4 million primarily due to higher nuclear refueling outage expenses, higher depreciation and amortization expenses, higher taxes other than income taxes, and higher interest expense, partially offset by higher other income.


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Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,522.6
Return of unprotected excess accumulated deferred income taxes to customers(367.7)
Formula rate plan regulatory provision(35.1)
Retail electric price84.8
Volume/weather86.5
Other14.7
2018 net revenue
$1,305.8

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The formula rate plan regulatory provision is due to a provision recorded in the fourth quarter 2018 in connection with the 2019 formula rate plan filing that will be made in July 2019 associated with 2018. The provision is the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on common equity. See Note 2 to the financial statements for a discussion of the formula rate plan.
The retail electric price variance is primarily due to an increase in formula rate plan rates effective with the first billing cycle of January 2018 and an increase in the energy efficiency rider effective January 2018, each as approved by the APSC. See Note 2 to the financial statements for further discussion of the formula rate plan filing.
The volume/weather variance is primarily due to an increase of 1,637 GWh, or 8%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to a new customer in the primary metals industry and an increase in demand from mid-size to small customers.    
2017 Compared to 2016

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 2017 to 2016.

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Amount
(In Millions)
2016 net revenue
$1,520.5
Retail electric price33.8
Opportunity sales5.6
Asset retirement obligation(14.8)
Volume/weather(29.0)
Other6.5
2017 net revenue
$1,522.6

The retail electric price variance is primarily due to the implementation of formula rate plan rates effective with the first billing cycle of January 2017 and an increase in base rates effective February 24, 2016, each as approved by the APSC. A significant portion of the base rate increase was related to the purchase of Power Block 2 of the Union Power Station in March 2016. The increase was partially offset by decreases in the energy efficiency rider, as approved by the APSC, effective April 2016 and January 2017. See Note 2 to the financial statements for further discussion of the rate case and formula rate plan filings. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The opportunity sales variance results from the estimated net revenue effect of the 2017 and 2016 FERC orders in the opportunity sales proceeding attributable to wholesale customers. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and decommissioning trust fund earnings plus asset retirement obligation-related costs collected in revenue. The variance is primarily caused by a decrease in regulatory credits because of an increase in decommissioning trust fund earnings, including portfolio rebalancing for the ANO 1 and ANO 2 decommissioning trust funds.
The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales during the billed and unbilled sales periods. The decrease was partially offset by an increase of 733 GWh, or 11%, in industrial usage primarily due to a new customer in the primary metals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $16 million in energy efficiency costs;
an increase of $10.4 million in fossil-fueled generation expenses primarily due to higher long-term service agreement costs and higher labor costs in 2018 as compared to 2017;
an increase of $4.4 million in information technology expenses primarily due to higher labor costs and higher contract costs; and
an increase of $4 million as a result of the amount of transmission costs allocated by MISO.

The increase was partially offset by higher nuclear insurance refunds of $6.5 million and the receipts of stator-related settlements of $6.2 million in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.


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Other income decreased primarily due to changes in decommissioning trust fund investment activity, including portfolio rebalancings for the decommissioning trust funds in 2018 and 2017.

2017 Compared to 2016

Nuclear refueling outage expenses increased primarily due to the amortization of higher costs associated with the most recent outages compared to previous outages.

Other operation and maintenance expenses increased primarily due to:

the deferral in the first quarter 2016 of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC as part of the 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement;
an increase of $9.5 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs and higher labor costs, including contract labor;
an increase of $5.9 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016; and
the effect of recording in July 2016 the final court decision in a lawsuit against the DOE related to spent nuclear fuel storage costs. The damages awarded included the reimbursement of $5.5 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for further discussion of Entergy Arkansas’s spent nuclear fuel litigation.

The increase was partially offset by:

a decrease of $16 million in nuclear generation expenses primarily due to a decrease in regulatory compliance costs compared to the prior year, partially offset by higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals. The decrease in regulatory compliance costs is primarily related to NRC inspection activities in 2016 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and subsequent NRC reviews;
a decrease of $11.5 million in energy efficiency expenses primarily due to the timing of recovery from customers; and
a decrease of $5.2 million in fossil-fueled generation expenses primarily due to lower long-term service agreement costs, partially offset by an overall higher scope of work including plant outages in 2017 as compared to 2016.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes primarily due to higher assessments and higher millage rates and an increase in local franchise taxes primarily due to higher billing factors.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Block 2 of the Union Power Station purchased in March 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 compared to 2016 on the decommissioning trust fund investments, including portfolio rebalancings for the decommissioning trust funds.

Interest expense increased primarily due to:

an increase of $3.3 million in estimated interest expense recorded in connection with the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding;

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and
the issuance in May 2017 of $220 million of 3.5% Series first mortgage bonds and the issuance in June 2016 of $55 million of 3.5% Series first mortgage bonds, partially offset by the redemption in July 2016 of $60 million of 6.38% Series first mortgage bonds and the redemption in February 2016 of $175 million of 5.66% Series first mortgage bonds. See Note 5 to the financial statements for further discussion of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 were 669.7%, 40.1%, and 39.2%, respectively. The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$6,216
 
$20,509
 
$9,135
      
Net cash provided by (used in):   
  
Operating activities211,825
 555,556
 676,511
Investing activities(688,727) (829,312) (947,995)
Financing activities470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents(6,097) (14,293) 11,374
      
Cash and cash equivalents at end of period
$119
 
$6,216
 
$20,509

Operating Activities

Net cash flow provided by operating activities decreased $343.7 million in 2018 primarily due to:

the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act;
payments of $135 million to the other Utility operating companies as a result of a compliance filing made in response to the FERC’s October 2018 order in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and

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income tax payments of $44.4 million in 2018 compared to income tax refunds of $8.1 million in 2017. Entergy Arkansas had income tax payments in 2018 and income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 audit. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses.

The decrease was partially offset by:

the timing of recovery of fuel and purchased power costs;
the effect of favorable weather on billed sales;
the timing of collection of receivables from customers; and
a decrease of $15.6 million in pension contributions in 2018. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

Net cash flow provided by operating activities decreased $121 million in 2017 primarily due to income tax refunds of $8.1 million in 2017 compared to income tax refunds of $135.7 million in 2016. Entergy Arkansas had income tax refunds in 2016 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses. The 2016 income tax refunds resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit. See Note 3 to the financial statements for a discussion of the income tax audit.

Investing Activities

Net cash flow used in investing activities decreased $140.6 million in 2018 primarily due to:

a decrease of $62.4 million in nuclear construction expenditures primarily due to a lower scope of work performed on various nuclear projects in 2018 as compared to 2017;
a decrease of $55.8 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle; and
a decrease of $23.5 million in fossil-fueled generation construction expenditures primarily due to the timing of outages and a lower scope of work performed on various projects in 2018 as compared to 2017.

Net cash flow used in investing activities decreased $118.7 million in 2017 primarily due to the purchase of Power Block 2 of the Union Power Station in March 2016 for approximately $237 million and a decrease of $35.5 million in transmission construction expenditures primarily due to a lower scope of work performed in 2017 as compared to 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The decrease was partially offset by:

an increase of $50.4 million in nuclear construction expenditures primarily due to a higher scope of work performed on various nuclear projects in 2017 as compared to 2016;
an increase of $37.7 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;
an increase of $32.9 million in information technology construction expenditures primarily due to increased spending on substation technology upgrades;
an increase of $22.3 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed on various projects in 2017 as compared to 2016; and
an increase of $11.2 million due to increased spending on advanced metering infrastructure.


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Financing Activities

Entergy Arkansas’s cash provided by financing activities increased $211.3 million in 2018 primarily due to:

a $350 million capital contribution from Entergy Corporation in May 2018 in anticipation of the return of unprotected excess accumulated deferred income taxes to customers and upcoming planned capital investments;
the repayment, in 2017, of Entergy Arkansas nuclear fuel company variable interest entity’s $60 million of 2.62% Series K notes;
the repayment, in 2017, of $54.7 million of 1.55% pollution control revenue bonds;
net long-term borrowings of $34.7 million in 2018 on the Entergy Arkansas nuclear fuel company variable interest entity credit facility; and
the issuance of $250 million of 4.0% Series first mortgage bonds in May 2018 as compared to the issuance of $220 million of 3.5% Series first mortgage bonds in May 2017.

The increase was partially offset by:

net repayments of short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2018 as compared to net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017;
money pool activity;
an increase of $76.8 million in common equity distributions paid in 2018 primarily to maintain Entergy Arkansas’s target capital structure; and
the redemption of $31 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock 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 $16.6 million in 2018 compared to increasing by $114.9 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow provided by financing activities decreased $23.4 million in 2017 primarily due to:

a $200 million capital contribution received from Entergy Corporation in March 2016 primarily in anticipation of Entergy Arkansas’s purchase of Power Block 2 of the Union Power Station;
the net issuance of $119.1 million of long-term debt in 2017 compared to the net issuance of $189.1 million of long-term debt in 2016; and
$15 million in common stock dividends paid in 2017 primarily to maintain Entergy Arkansas’s target capital structure. There were no common stock dividends paid in 2016 in anticipation of the purchase of Power Block 2 of the Union Power Station.

The decrease was partially offset by:

money pool activity;
the redemptions of $75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock in 2016; and
net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017 compared to net repayments of $11.7 million in 2016.

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 $114.9 million in 2017 compared to decreasing by $1.5 million in 2016.

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See Note 5 to the financial statements for further details of long-term debt.

Capital Structure

Entergy Arkansas’s debt to capital ratio is shown in the following table. The decrease in the debt to capital ratio for Entergy Arkansas is primarily due to the $350 million capital contribution from Entergy Corporation in 2018.

 December 31,
2018
 December 31,
2017
Debt to capital52.0% 55.5%
Effect of excluding the securitization bonds(0.2%) (0.3%)
Debt to capital, excluding securitization bonds (a)51.8% 55.2%
Effect of subtracting cash—% —%
Net debt to net capital, excluding securitization bonds (a)51.8% 55.2%

(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. 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.

Entergy Arkansas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Arkansas may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Arkansas may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Arkansas requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Arkansas’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:   
  
Generation
$210
 
$220
 
$385
Transmission145
 95
 65
Distribution245
 270
 290
Utility Support130
 100
 75
Total
$730
 
$685
 
$815

Following are the amounts of Entergy Arkansas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023
 after 2023 Total
 (In Millions)
Long-term debt (a)
$136
 
$780
 
$489
 
$4,128
 
$5,533
Operating leases
$20
 
$26
 
$17
 
$24
 
$87
Purchase obligations (b)
$525
 
$966
 
$619
 
$3,800
 
$5,910

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Arkansas currently expects to contribute approximately $27.1 million to its qualified pension plans and approximately $501 thousand to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.  See “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Arkansas has $124.8 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Arkansas includes specific investments, such as transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including advanced meters and related investments; resource planning, including potential generation projects; system improvements; investments in ANO 1 and 2; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt maturities in Note 5 to the financial statements.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Arkansas pays distributions from its earnings at a percentage determined monthly.


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Advanced Metering Infrastructure (AMI)

In September 2016, Entergy Arkansas filed an application seeking a finding from the APSC that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings, and the 2018 costs were approved in the 2017 formula rate plan filing. In June 2017 the APSC staff and Arkansas Attorney General filed direct testimony. The APSC staff generally supported Entergy Arkansas’s AMI deployment conditioned on various recommendations. The Arkansas Attorney General’s consultant primarily recommended denial of Entergy Arkansas’s application but alternatively suggested recommendations in the event the APSC approves Entergy Arkansas’s proposal. Entergy Arkansas filed rebuttal testimony in June 2017, substantially accepting the APSC staff’s recommendations. In August 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement. In October 2017 the APSC issued an order finding that Entergy Arkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized over 15 years.

Sources of Capital

Entergy Arkansas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Arkansas may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.

All debt and common and preferred membership interest issuances by Entergy Arkansas require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in Entergy Arkansas’s bond indentures and other agreements.  Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Arkansas’s payables to the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$182,738 $166,137 $51,232 $52,742

See Note 4 to the financial statements for a description of the money pool.


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Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in September 2023. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2019.  The $150 million credit facility includes fronting commitments for the issuance of letters of credit against $5 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facilities. In addition, Entergy Arkansas is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO. As of December 31, 2018, a $1 million letter of credit was outstanding under Entergy Arkansas’s uncommitted letter of credit facility. See Note 4 to the financial statements for further discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $80 million scheduled to expire in September 2021.  As of December 31, 2018, $59.6 million in loans were outstanding under the Entergy Arkansas nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for further discussion of the nuclear fuel company variable interest entity credit facility.

Entergy Arkansas obtained authorization from the FERC through November 2020 for short-term borrowings not to exceed an aggregate amount of $250 million at any time outstanding and borrowings by its nuclear fuel company variable interest entity. See Note 4 to the financial statements for further discussion of Entergy Arkansas’s short-term borrowing limits. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the FERC. The APSC has concurrent jurisdiction over Entergy Arkansas’s first mortgage bond/secured issuances. Entergy Arkansas has obtained long-term financing authorization from the FERC that extends through November 2020. Entergy Arkansas has obtained first mortgage bond/secured financing authorization from the APSC that extends through December 2020.

State and Local Rate Regulation and Fuel-Cost Recovery

Retail Rates

2015 Base Rate Filing
In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.


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2016 Formula Rate Plan Filing

In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016 a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved a settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017. In April 2017, Entergy Arkansas filed a motion consented to by all parties requesting that it be permitted to submit the supplemental information requested by the APSC in conjunction with its 2017 formula rate plan filing, which was subsequently made in July 2017 and is discussed below. In May 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a concurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that projected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.

2018 Formula Rate Plan Filing

In July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7

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million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in February 2019, and the APSC has not indicated when a decision on those issues can be expected.

Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018 Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section in Note 2 to the financial statements.  

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

Energy Cost Recovery Rider

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


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In January 2014, Entergy Arkansas filed a motion with the APSC relating to its upcoming energy cost rate redetermination filing that was made in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude from the redetermination of its 2014 energy cost rate $65.9 million of incremental fuel and replacement energy costs incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information was available regarding various claims associated with the ANO stator incident. In February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018, the APSC general staff notified Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocated the energy generated by Entergy System resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity; and (c) violated the provision of the System Agreement that prohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challenged sales made beginning in 2002 and requested refunds.  In

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July 2009 the Utility operating companies filed a response to the complaint arguing among other things that the System Agreement contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

After a hearing, the ALJ issued an initial decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  The FERC in its decision established further hearing procedures to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision. The hearing was held in May 2013 and the ALJ issued an initial decision in August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order denied Entergy’s request for rehearing and affirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order arguing that payments made by Entergy Arkansas should be reduced as a result of the timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy

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Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2017. In July 2017 the ALJ issued an initial decision addressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017 the Utility operating companies, the LPSC, the APSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:
 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Arkansas owns and, through an affiliate, operates the ANO 1 and ANO 2 nuclear power plants.  Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial

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requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. ANO 1’s operating license expires in 2034 and ANO 2’s operating license expires in 2038.

See Note 8 to the financial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in the “multiple/repetitive degraded cornerstone column,” or Column 4.

Environmental Risks

Entergy Louisiana’sArkansas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy LouisianaArkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

In the fourth quarter 2015,
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Entergy Louisiana recorded a revision to its estimated decommissioning cost liability for Waterford 3 as a result of a revised decommissioning cost study.  The revised estimate resulted in a $24.9 million increase in its decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.Arkansas, LLC and Subsidiaries
Management’s Financial Discussion and Analysis



Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments

See “Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the unbilled revenue amounts.


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trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Louisiana’sArkansas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Cost SensitivityCosts and Sensitivities

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Projected Qualified Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $4,115 
$53,261
 (0.25%) $2,620 $39,773
Rate of return on plan assets (0.25%) $3,068 $-
 (0.25%) $2,782 $—
Rate of increase in compensation 0.25% $1,600 
$9,232
 0.25% $1,338 $6,238

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) 
$842
 
$10,567
 (0.25%) $59 
$5,337
Health care cost trend 0.25% 
$1,413
 
$9,025
 0.25% $220 
$3,805


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Entergy Arkansas, LLC and Subsidiaries
Management’s Financial Discussion and Analysis


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

Costs and Funding

Total qualified pension cost for Entergy LouisianaArkansas in 20162018 was $47.1$43 million.  Entergy LouisianaArkansas anticipates 20172019 qualified pension cost to be $44.3 million.   In 2016, Entergy Louisiana refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $14.2$44.4 million. Entergy LouisianaArkansas contributed $84.4$64.1 million to its qualified pension plansplan in 20162018 and estimates pension contributions will be approximately $87.7$27.1 million in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

Total other postretirement health care and life insurance benefit costsincome for Entergy LouisianaArkansas in 2016 were $15.72018 was $10.2 million.  Entergy LouisianaArkansas expects 20172019 postretirement health care and life insurance benefit costsincome of approximately

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Management’s Financial Discussion and Analysis


$12.6 million.  In 2016, Entergy Louisiana refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $3.5 $12.5 million.  Entergy LouisianaArkansas contributed $16.6 million$195 thousand to its other postretirement plans in 20162018 and estimates that 20172019 contributions will be approximately $19.3 million.$501 thousand.

The retirement and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $121.6 million in the qualified pension benefit obligation and $21.5 million in the accumulated postretirement obligation.  The new mortality assumptions increased anticipated 2015 qualified pension cost by approximately $18.1 million and other postretirement cost by approximately $2.8 million. In 2016, the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Note 1 to the financial statements for a discussion of new accounting pronouncements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors and Members of
Entergy Louisiana,Arkansas, LLC and Subsidiaries
Jefferson, Louisiana

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Louisiana,Arkansas, LLC and Subsidiaries (the “Company”) as of December 31, 20162018 and 2015 and2017, the related consolidated income statements, and consolidated statements of comprehensive income, cash flows and changes in member’s equity (pages 353325 through 358330 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Louisiana, LLC and Subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$2,060,643
 
$2,139,919
 
$2,086,608
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 517,245
 402,777
 325,036
Purchased power 252,390
 230,652
 233,350
Nuclear refueling outage expenses 77,915
 83,968
 56,650
Other operation and maintenance 724,831
 694,157
 693,181
Decommissioning 60,420
 56,860
 53,610
Taxes other than income taxes 104,771
 103,662
 93,109
Depreciation and amortization 292,649
 277,146
 264,215
Other regulatory charges (credits) - net (14,807) (16,074) 7,737
TOTAL 2,015,414
 1,833,148
 1,726,888
       
OPERATING INCOME 45,229
 306,771
 359,720
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 16,557
 18,452
 17,099
Interest and investment income 25,406
 35,882
 19,087
Miscellaneous - net (14,874) (13,967) (14,838)
TOTAL 27,089
 40,367
 21,348
       
INTEREST EXPENSE  
  
  
Interest expense 124,459
 122,075
 115,311
Allowance for borrowed funds used during construction (7,781) (8,585) (9,228)
TOTAL 116,678
 113,490
 106,083
       
INCOME (LOSS) BEFORE INCOME TAXES (44,360) 233,648
 274,985
       
Income taxes (297,067) 93,804
 107,773
       
NET INCOME 252,707
 139,844
 167,212
       
Preferred dividend requirements 1,249
 1,428
 5,270
       
EARNINGS APPLICABLE TO COMMON EQUITY 
$251,458
 
$138,416
 
$161,942
       
See Notes to Financial Statements.  
  
  

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$4,126,343
 
$4,361,524
 
$4,668,814
Natural gas 50,705
 55,622
 71,690
TOTAL 4,177,048
 4,417,146
 4,740,504
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 804,433
 850,869
 1,029,793
Purchased power 890,058
 1,129,910
 1,508,104
Nuclear refueling outage expenses 51,361
 44,480
 51,790
Other operation and maintenance 923,779
 997,546
 907,308
Decommissioning 46,944
 43,445
 41,493
Taxes other than income taxes 165,665
 167,966
 159,594
Depreciation and amortization 451,290
 437,036
 408,073
Other regulatory charges (credits) - net 44,131
 27,562
 (43,484)
TOTAL 3,377,661
 3,698,814
 4,062,671
       
OPERATING INCOME 799,387
 718,332
 677,833
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 27,925
 19,192
 46,240
Interest and investment income 154,778
 150,168
 134,885
Miscellaneous - net (11,597) (13,190) 850
TOTAL 171,106
 156,170
 181,975
       
INTEREST EXPENSE  
  
  
Interest expense 273,283
 259,894
 253,455
Allowance for borrowed funds used during construction (14,571) (10,702) (24,721)
TOTAL 258,712
 249,192
 228,734
       
INCOME BEFORE INCOME TAXES 711,781
 625,310
 631,074
       
Income taxes 89,734
 178,671
 185,052
       
NET INCOME 622,047
 446,639
 446,022
       
Preferred distribution requirements and other 
 5,737
 7,796
       
EARNINGS APPLICABLE TO COMMON EQUITY 
$622,047
 
$440,902
 
$438,226
       
See Notes to Financial Statements.  
  
  
ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS



 
For the Years Ended December 31,
 
2018
2017
2016
 
(In Thousands)
OPERATING ACTIVITIES      
Net income 
$252,707
 
$139,844
 
$167,212
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 443,698
 427,394
 414,933
Deferred income taxes, investment tax credits, and non-current taxes accrued 129,524
 67,711
 201,219
Changes in assets and liabilities:  
  
  
Receivables 4,294
 (23,397) (39,118)
Fuel inventory 6,210
 3,402
 29,929
Accounts payable (126,405) 16,011
 143,645
Prepaid taxes and taxes accrued 9,568
 40,127
 37,485
Interest accrued 678
 1,635
 (3,303)
Deferred fuel costs 43,869
 33,190
 (105,741)
Other working capital accounts (30,118) 15,087
 (46,490)
Provisions for estimated losses 14,250
 16,047
 13,130
Other regulatory assets 32,460
 (76,762) (95,464)
Other regulatory liabilities (341,682) 1,043,507
 62,994
Deferred tax rate change recognized as regulatory liability/asset 
 (1,047,837) 
Pension and other postretirement liabilities (40,157) (70,826) (36,805)
Other assets and liabilities (187,071) (29,577) (67,115)
Net cash flow provided by operating activities 211,825
 555,556
 676,511
INVESTING ACTIVITIES  
  
  
Construction expenditures (660,044) (735,816) (666,289)
Allowance for equity funds used during construction 17,013
 19,211
 17,754
Nuclear fuel purchases (99,417) (151,424) (102,050)
Proceeds from sale of nuclear fuel 54,810
 51,029
 39,313
Proceeds from nuclear decommissioning trust fund sales 300,801
 339,434
 197,390
Investment in nuclear decommissioning trust funds (315,163) (352,138) (213,093)
Payment for purchase of plant 
 
 (237,323)
Insurance proceeds 14,790
 
 10,404
Other (1,517) 392
 5,899
Net cash flow used in investing activities (688,727)
(829,312)
(947,995)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 958,434
 294,656
 817,563
Retirement of long-term debt (690,488) (175,560) (628,433)
Capital contribution from parent 350,000
 
 200,000
Redemption of preferred stock (32,660) 
 (85,283)
Change in money pool payable - net 16,601
 114,905
 (1,510)
Changes in short-term borrowings - net (49,974) 49,974
 (11,690)
Distributions/dividends paid:  
  
  
Common equity (91,751) (15,000) 
Preferred stock (1,606) (1,428) (6,631)
Other 12,249
 (8,084) (1,158)
Net cash flow provided by financing activities 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents (6,097) (14,293) 11,374
Cash and cash equivalents at beginning of period 6,216
 20,509
 9,135
Cash and cash equivalents at end of period 
$119
 
$6,216
 
$20,509
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$118,731
 
$115,162
 
$112,912
Income taxes 
$44,393
 
($8,141) 
($135,709)
See Notes to Financial Statements.
 

 

 

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$118
 
$6,184
Temporary cash investments 1
 32
Total cash and cash equivalents 119
 6,216
Securitization recovery trust account 4,666
 3,748
Accounts receivable:  
  
Customer 94,348
 110,016
Allowance for doubtful accounts (1,264) (1,063)
Associated companies 48,184
 38,765
Other 64,393
 65,209
Accrued unbilled revenues 108,092
 105,120
Total accounts receivable 313,753
 318,047
Deferred fuel costs 19,235
 63,302
Fuel inventory - at average cost 23,148
 29,358
Materials and supplies - at average cost 196,314
 192,853
Deferred nuclear refueling outage costs 78,966
 56,485
Prepayments and other 14,553
 12,108
TOTAL 650,754
 682,117
     
OTHER PROPERTY AND INVESTMENTS  
  
Decommissioning trust funds 912,049
 944,890
Other 5,480
 3,160
TOTAL 917,529
 948,050
     
UTILITY PLANT  
  
Electric 11,611,041
 11,059,538
Construction work in progress 243,731
 280,888
Nuclear fuel 220,602
 277,345
TOTAL UTILITY PLANT 12,075,374
 11,617,771
Less - accumulated depreciation and amortization 4,864,818
 4,762,352
UTILITY PLANT - NET 7,210,556
 6,855,419
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $14,329 as of December 31, 2018 and $28,583 as of December 31, 2017) 1,534,977
 1,567,437
Deferred fuel costs 67,294
 67,096
Other 20,486
 13,910
TOTAL 1,622,757
 1,648,443
     
TOTAL ASSETS 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Short-term borrowings 
$—
 
$49,974
Accounts payable:  
  
Associated companies 251,768
 365,915
Other 187,387
 215,942
Customer deposits 99,053
 97,687
Taxes accrued 56,889
 47,321
Interest accrued 18,893
 18,215
Current portion of unprotected excess accumulated deferred income taxes 99,316
 
Other 23,943
 29,922
TOTAL 737,249
 824,976
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 1,085,545
 1,190,669
Accumulated deferred investment tax credits 32,903
 34,104
Regulatory liability for income taxes - net 505,748
 985,823
Other regulatory liabilities 402,668
 363,591
Decommissioning 1,048,428
 981,213
Accumulated provisions 48,979
 34,729
Pension and other postretirement liabilities 313,295
 353,274
Long-term debt (includes securitization bonds of $20,898 as of December 31, 2018 and $34,662 as of December 31, 2017) 3,225,759
 2,952,399
Other 17,919
 5,147
TOTAL 6,681,244
 6,900,949
     
Commitments and Contingencies 

 

     
Preferred stock without sinking fund 
 31,350
     
EQUITY  
  
Member's equity 2,983,103
 2,376,754
TOTAL 2,983,103
 2,376,754
     
TOTAL LIABILITIES AND EQUITY 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
       
Net Income 
$622,047
 
$446,639
 
$446,022
       
Other comprehensive income (loss)  
  
  
Pension and other postretirement liabilities  
  
  
(net of tax expense (benefit) of $5,034, $14,316, and ($25,984)) 7,970
 22,811
 (41,386)
Other comprehensive income (loss) 7,970
 22,811
 (41,386)
       
Comprehensive Income 
$630,017
 
$469,450
 
$404,636
       
See Notes to Financial Statements.  
  
  
ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,891,658
Net income167,212
Capital contributions from parent200,000
Capital stock redemption(283)
Preferred stock dividends(5,270)
Balance at December 31, 2016
$2,253,317
Net income139,844
Common equity distributions(15,000)
Preferred stock dividends(1,428)
Other21
Balance at December 31, 2017
$2,376,754
Net income252,707
Capital contributions from parent350,000
Common equity distributions(91,751)
Non-cash contribution from parent94,335
Preferred stock dividends(1,249)
Other2,307
Balance at December 31, 2018
$2,983,103
See Notes to Financial Statements.


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
OPERATING ACTIVITIES      
Net income 
$622,047
 
$446,639
 
$446,022
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 620,211
 593,635
 580,742
Deferred income taxes, investment tax credits, and non-current taxes accrued 178,549
 97,461
 248,686
Changes in working capital:  
  
  
Receivables (102,200) (12,795) 101,965
Fuel inventory (2,693) (887) 2,708
Accounts payable (36,720) 23,641
 (28,422)
Prepaid taxes and taxes accrued (235,246) 105,687
 183,313
Interest accrued 1,218
 2,933
 3,567
Deferred fuel costs (17,023) 4,222
 40,245
Other working capital accounts 6,462
 (41,890) 17,761
Changes in provisions for estimated losses 490
 (8,946) 274,349
Changes in other regulatory assets 57,579
 130,762
 (314,837)
Changes in other regulatory liabilities 62,351
 96,234
 29,713
Changes in pension and other postretirement liabilities (52,559) (98,695) 299,319
Other (64,554) (182,485) (166,540)
Net cash flow provided by operating activities 1,037,912
 1,155,516
 1,718,591
INVESTING ACTIVITIES  
  
  
Construction expenditures (1,030,416) (845,227) (757,376)
Allowance for equity funds used during construction 27,925
 19,192
 46,240
Insurance proceeds 10,564
 
 
Nuclear fuel purchases (73,618) (244,040) (172,297)
Proceeds from the sale of nuclear fuel 63,304
 54,595
 126,004
Payment for purchase of plant (474,670) 
 
Investment in affiliates 
 
 (293,516)
Payments to storm reserve escrow account 
 (308) (268,576)
Changes in securitization account 351
 (137) 1,480
Proceeds from nuclear decommissioning trust fund sales 219,182
 123,474
 216,688
Investment in nuclear decommissioning trust funds (257,209) (158,028) (245,446)
Changes in money pool receivable - net (16,349) (3,339) 16,758
Proceeds from sale of assets 
 59,610
 
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 57,934
 
 
Changes in other investments - net (1,063) 
 
Net cash flow used in investing activities (1,474,065) (994,208) (1,330,041)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 2,450,063
 77,172
 751,565
Retirement of long-term debt (1,488,870) (180,595) (512,180)
Redemption of preferred membership interests 
 (110,286) 
Changes in credit borrowings - net (56,562) 14,322
 28,310
Distributions paid:  
  
  
Common equity (285,500) (226,000) (487,502)
Preferred membership interests 
 (6,082) (7,775)
Other (4,230) (15,253) 19,960
Net cash flow provided by (used in) financing activities 614,901
 (446,722) (207,622)
Net increase (decrease) in cash and cash equivalents 178,748
 (285,414) 180,928
Cash and cash equivalents at beginning of period 35,102
 320,516
 139,588
Cash and cash equivalents at end of period 
$213,850
 
$35,102
 
$320,516
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$324,456
 
$243,745
 
$241,436
Income taxes 
$156,605
 
$89,124
 
($242,420)
Non-cash financing activities:      
Capital contribution from parent 
$—
 
($267,826) 
$—
See Notes to Financial Statements.  
  
  

ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$49,972
 
$348
Temporary cash investments 163,878
 34,754
Total cash and cash equivalents 213,850
 35,102
Accounts receivable:  
  
Customer 213,517
 179,051
Allowance for doubtful accounts (6,277) (4,209)
Associated companies 155,794
 94,418
Other 54,186
 56,793
Accrued unbilled revenues 159,176
 143,079
Total accounts receivable 576,396
 469,132
Fuel inventory 50,738
 48,045
Materials and supplies - at average cost 294,421
 282,688
Deferred nuclear refueling outage costs 22,535
 66,984
Prepaid taxes 110,104
 
Prepayments and other 41,687
 28,294
TOTAL 1,309,731
 930,245
     
OTHER PROPERTY AND INVESTMENTS  
  
Investment in affiliate preferred membership interests 1,390,587
 1,390,587
Decommissioning trust funds 1,140,707
 1,042,293
Storm reserve escrow account 291,485
 290,422
Non-utility property - at cost (less accumulated depreciation) 217,494
 206,293
Other 28,844
 14,776
TOTAL 3,069,117
 2,944,371
     
UTILITY PLANT  
  
Electric 18,827,532
 17,629,077
Natural gas 172,816
 159,252
Property under capital lease 
 341,514
Construction work in progress 670,201
 420,874
Nuclear fuel 249,807
 386,524
TOTAL UTILITY PLANT 19,920,356
 18,937,241
Less - accumulated depreciation and amortization 8,420,596
 8,302,774
UTILITY PLANT - NET 11,499,760
 10,634,467
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Regulatory asset for income taxes - net 470,480
 478,243
Other regulatory assets (includes securitization property of $92,951 as of December 31, 2016 and $114,701 as of December 31, 2015) 1,168,058
 1,217,874
Deferred fuel costs 168,122
 168,122
Other 16,003
 14,125
TOTAL 1,822,663
 1,878,364
     
TOTAL ASSETS 
$17,701,271
 
$16,387,447
     
See Notes to Financial Statements.  
  

ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT LIABILITIES    
Currently maturing long-term debt 
$200,198
 
$29,372
Short-term borrowings 3,794
 60,356
Accounts payable:  
  
Associated companies 82,106
 165,419
Other 358,741
 276,280
Customer deposits 148,601
 146,555
Taxes accrued 
 125,142
Interest accrued 75,598
 74,380
Deferred fuel costs 48,211
 65,234
Other 80,013
 79,982
TOTAL 997,262
 1,022,720
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 2,691,118
 2,506,956
Accumulated deferred investment tax credits 126,741
 131,760
Regulatory liability for income taxes - net 
 2,473
Other regulatory liabilities 880,974
 818,623
Decommissioning 1,082,685
 1,027,862
Accumulated provisions 310,772
 310,282
Pension and other postretirement liabilities 780,278
 833,185
Long-term debt (includes securitization bonds of $99,217 as of December 31, 2016 and $120,549 as of December 31, 2015) 5,612,593
 4,806,790
Long-term payables - associated companies 
 1,073
Other 137,039
 188,411
TOTAL 11,622,200
 10,627,415
     
Commitments and Contingencies 

 

     
EQUITY  
  
Member’s equity 5,130,251
 4,793,724
Accumulated other comprehensive loss (48,442) (56,412)
TOTAL 5,081,809
 4,737,312
     
TOTAL LIABILITIES AND EQUITY 
$17,701,271
 
$16,387,447
     
See Notes to Financial Statements.  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
      
   Common Equity  
 Preferred Membership Interests Member’s Equity Accumulated Other Comprehensive Income (Loss) Total
 (In Thousands)
        
Balance at December 31, 2013
$110,000
 
$4,364,466
 
($37,837) 
$4,436,629
Net income
 446,022
 
 446,022
Contribution from parent
 1,052
 
 1,052
Other comprehensive loss
 
 (41,386) (41,386)
Distributions to parent
 (320,601) 
 (320,601)
Distributions declared on common equity
 (166,901) 
 (166,901)
Distributions declared on preferred membership interests
 (7,796) 
 (7,796)
Other
 (32) 
 (32)
Balance at December 31, 2014
$110,000
 
$4,316,210
 
($79,223) 
$4,346,987
Net income
 446,639
 
 446,639
Other comprehensive income
 
 22,811
 22,811
Preferred stock redemption(110,000) 
 
 (110,000)
Non-cash contribution from parent
 267,826
 
 267,826
Distributions to parent
 (226,000) 
 (226,000)
Distributions declared on preferred membership interests
 (5,737) 
 (5,737)
Other
 (5,214) 
 (5,214)
Balance at December 31, 2015
$—
 
$4,793,724
 
($56,412) 
$4,737,312
Net income
 622,047
 
 622,047
Other comprehensive loss
 
 7,970
 7,970
Distributions to parent
 (285,500) 
 (285,500)
Other
 (20) 
 (20)
Balance at December 31, 2016
$—
 
$5,130,251
 
($48,442) 
$5,081,809
        
See Notes to Financial Statements. 
  
  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                   
2016 2015 2014 2013 2012 2018 2017 2016 2015 2014
(In Thousands) (In Thousands)
                   
Operating revenues
$4,177,048
 
$4,417,146
 
$4,740,504
 
$4,399,511
 
$3,668,755
 
$2,060,643
 
$2,139,919
 
$2,086,608
 
$2,253,564
 
$2,172,391
Net income
$622,047
 
$446,639
 
$446,022
 
$414,126
 
$440,058
 
$252,707
 
$139,844
 
$167,212
 
$74,272
 
$121,392
Total assets
$17,701,271
 
$16,387,447
 
$16,423,825
 
$15,275,863
 
$14,779,578
 
$10,401,596
 
$10,134,029
 
$9,606,117
 
$8,747,774
 
$8,777,655
Long-term obligations (a)
$5,612,593
 
$4,806,790
 
$4,882,813
 
$4,383,273
 
$4,213,537
 
$3,225,759
 
$2,983,749
 
$2,746,435
 
$2,691,189
 
$2,757,423
                   
(a) Includes long-term debt (excluding currently maturing debt).
    
(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.
                   
2016 2015 2014 2013 2012 2018 2017 2016 2015 2014
(Dollars In Millions) (Dollars In Millions)
                   
Electric Operating Revenues: 
  
  
  
  
  
  
  
  
  
Residential
$1,196
 
$1,292
 
$1,358
 
$1,304
 
$1,076
 
$807
 
$768
 
$789
 
$824
 
$755
Commercial930
 989
 1,044
 1,003
 831
 426
 495
 495
 515
 461
Industrial1,350
 1,420
 1,569
 1,457
 1,123
 434
 472
 446
 477
 424
Governmental67
 67
 70
 68
 56
 17
 19
 18
 20
 18
Total retail3,543
 3,768
 4,041
 3,832
 3,086
 1,684
 1,754
 1,748
 1,836
 1,658
Sales for resale: 
  
  
  
  
  
  
  
  
  
Associated companies368
 406
 427
 320
 378
 104
 128
 49
 128
 131
Non-associated companies50
 36
 80
 48
 36
 145
 121
 118
 195
 282
Other165
 152
 121
 140
 120
 128
 137
 172
 95
 101
Total
$4,126
 
$4,362
 
$4,669
 
$4,340
 
$3,620
 
$2,061
 
$2,140
 
$2,087
 
$2,254
 
$2,172
                   
Billed Electric Energy Sales (GWh): 
  
  
  
  
    
  
  
  
Residential13,810
 14,399
 14,415
 14,026
 13,879
 8,248
 7,298
 7,618
 8,016
 8,070
Commercial11,478
 11,700
 11,555
 11,402
 11,399
 5,967
 5,825
 5,988
 6,020
 5,934
Industrial28,517
 27,713
 27,025
 25,734
 25,306
 8,071
 7,528
 6,795
 6,889
 6,808
Governmental794
 756
 732
 723
 707
 239
 237
 237
 235
 238
Total retail54,599
 54,568
 53,727
 51,885
 51,291
 22,525
 20,888
 20,638
 21,160
 21,050
Sales for resale: 
  
  
  
  
  
  
  
  
  
Associated companies7,345
 7,500
 6,240
 5,168
 6,426
 1,773
 1,782
 1,609
 2,239
 2,299
Non-associated companies1,690
 770
 1,051
 979
 1,006
 6,447
 6,549
 7,115
 7,980
 8,003
Total63,634
 62,838
 61,018
 58,032
 58,723
 30,745
 29,219
 29,362
 31,379
 31,352
         


ENTERGY MISSISSIPPI, INC.LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

20162018 Compared to 20152017

Net income increased $16.5$359.3 million primarily due to lower other operation and maintenance expenses, higher net revenues, and a lower effective income tax rate partially offset byand higher depreciation and amortization expenses.

2015 Compared to 2014

Netother income, increased $17.9 million primarily due to the write-off in 2014 of the regulatory assets associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff, subsequently approved by the MPSC, partially offset by higher depreciation and amortization expenses higher taxes other than income taxes,and higher other operation and maintenance expenses,expenses.

2017 Compared to 2016

Net income decreased $305.7 million primarily due to the effect of the enactment of the Tax Cuts and lowerJobs Act, in December 2017, which resulted in a decrease of $182.6 million in net revenue.income in 2017, and the effect of a settlement with the IRS related to the 2010-2011 IRS audit, which resulted in a $136.1 million reduction of income tax expense in 2016. Also contributing to the decrease in net income were higher other operation and maintenance expenses. The decrease was partially offset by higher net revenue and higher other income. See Note 23 to the financial statements for discussion of the new nuclear generation development costseffects of the Tax Cuts and Jobs Act and the joint stipulation.IRS audit.

Net Revenue

20162018 Compared to 20152017

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 20162018 to 2015.2017.
 Amount
 (In Millions)
  
20152017 net revenue
$696.32,560.5
Return of unprotected excess accumulated deferred
  income taxes to customers
(141.1)
Regulatory credit in 2017 resulting from reduction of
  the federal corporate income tax rate
(55.5)
Retail electric price12.9(32.3
)
Volume/weather4.768.7
Net wholesale revenueOther(2.415.9)
Reserve equalization(2.8)
Other(3.3)
20162018 net revenue
$705.42,416.2

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through changes in the formula rate plan, effective May 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million, as a result of the

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enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to regulatory charges of $73.1 million recorded in 2018 to reflect the effects of a $19.4 million net annualprovision in the settlement reached in the formula rate plan extension proceeding to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease were increases resulting from an increase in retail formula rate plan revenues, as approved by the MPSC, effectiveimplemented with the first billing cycle of July 2016,September 2018, and an increase in revenues collected through the storm damage rider.increases resulting from lower Grand Gulf purchased power expenses. See Note 2 to the financial statements for morefurther discussion onof the formula rate plan and the storm damage rider.extension proceeding.

The volume/weather variance is primarily due to an increase of 153907 GWh, or 1%2%, in billed electricity usage, including an increase in industrial usage, partially offset by the effect of lessmore favorable weather on residential and commercial sales. The increase was partially offset by a decrease in industrial usage is primarily due to expansion projectsa decrease in the pulp and paper industry, increased demand forfrom existing customers, primarily in the metals industry, and new customers in the wood products industry.customers.

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The net wholesale revenue variance is primarily due to Entergy Mississippi’s exit from the System Agreement in November 2015.

The reserve equalization revenue variance is primarily due to the absence of reserve equalization revenue as compared to the same period in 2015 resulting from Entergy Mississippi’s exit from the System Agreement in November 2015.
20152017 Compared to 20142016

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.charges (credits). Following is an analysis of the change in net revenue comparing 20152017 to 2014.2016.
 Amount
 (In Millions)
  
20142016 net revenue
$701.22,438.4
Volume/weather
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
8.955.5
Retail electric price7.342.8
Net wholesale revenueLouisiana Act 55 financing savings obligation(2.717.2)
Transmission equalizationVolume/weather(5.4)
Reserve equalization(5.512.4)
Other(7.519.0)
20152017 net revenue
$696.32,560.5

The volume/weatherregulatory credit resulting from reduction of the federal corporate income tax rate variance is primarily due to an increasethe reduction of 86 GWh, or 1%,the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in billed electricity usage,
includingDecember 2017, which lowered the effectfederal corporate income tax rate from 35% to 21%. The effects of more favorable weather on residentialthe Tax Cuts and commercial sales.Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to a $16 million net annual increase in revenues, effective February 2015, as a result of the MPSC order in the June 2014 rate case and an increase in formula rate plan revenues, collected throughimplemented with the energy efficiency rider, partially offset byfirst billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station in March 2016 and a decreaseprovision recorded in revenues collected through2016 related to the storm damage rider. The rate case includedsettlement of the realignment of certain costs from collection in riders to base rates.Waterford 3 replacement steam generator prudence review proceeding. See Note 2 to the financial statements for afurther discussion of the formula rate case, the energy efficiency rider,plan revenues and the storm damage rider.Waterford 3 replacement steam generator prudence review proceeding.

The net wholesale revenueLouisiana Act 55 financing savings obligation variance is primarily dueresults from a regulatory charge recorded in 2016 for tax savings to a wholesale customer contract termination in October 2015.    
Transmission equalization revenue represents amounts receivedbe shared with customers per an agreement approved by Entergy Mississippi from certain other Entergy Utility operating companies, in accordance with the System Agreement, to allocate the costs of collectively planning, constructing, and operating Entergy’s bulk transmission facilities.LPSC. The transmission equalization variance is primarily attributable to the realignment, effective February 2015, of these revenuestax savings resulted from the determination2010-2011 IRS audit settlement on the treatment of base rates to inclusion in a rider.  Such revenues had a favorable effect on net revenue in 2014, but minimal effect in 2015.  Entergy Mississippi exited the System Agreement in November 2015.Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 23 to the financial statements for aadditional discussion of the System Agreement.settlement and benefit sharing.

Reserve equalization revenue represents amounts received by Entergy Mississippi from certain other Entergy Utility operating companies, in accordance with the System Agreement, to allocate the costs of collectively maintaining adequate electric generating capacity across the Entergy System.  The reserve equalization variance is primarily attributable to the realignment, effective February 2015, of these revenues from the determination of base rates to inclusion in a rider.  Such revenues had a favorable effect on net revenue in 2014, but minimal effect in 2015.  Entergy

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Mississippi exited the System Agreement in November 2015. See Note 2 to the financial statements for a discussion of the System Agreement.

Other Income Statement Variances

2016 Compared to 2015

Other operation and maintenance expenses decreased primarily due to:

a decrease of $9.4 million in fossil-fueled generation expensesThe volume/weather variance is primarily due to a lower scopethe effect of work doneless favorable weather on residential and commercial sales and decreased usage during plant outages in 2016 as compared to the same period in 2015;
a decrease of $6.1 million in compensation and benefits costs primarily due to a decrease in net periodic pension and other postretirement benefits costs as a result of an increase in the discount rate used to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs;
a decrease of $2 million due to lower write-offs of uncollectible customer accounts in 2016;
a decrease of $2 million in energy efficiency costs; and
several individually insignificant items.

unbilled sales period. The decrease was partially offset by an increase of $7.1 million1,237 GWh, or 4%, in storm damage provisions and an increase of $6 million in distribution expensesindustrial usage primarily due to higher vegetation maintenance. See Note 2 toan increase in demand from existing customers and expansion projects in the financial statements for a discussion of storm cost recovery.chemicals industry.

Depreciation and amortization expenses increased primarily due to additions to plant in service.Other Income Statement Variances

20152018 Compared to 20142017

Other operation and maintenance expenses increased primarily due to:

an increase of $5 million in distribution expenses primarily due to higher vegetation maintenance and higher labor costs in 2015 as compared to 2014;
an increase of $4.9 million in energy efficiency costs, which began in fourth quarter 2014;
an increase of $4.8$11.9 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed during plant outages in 2018 as compared to 2017;
an increase of $11.7 million in energy efficiency costs primarily due to the implementation of a new energy efficiency program in January 2018;
an increase of $9 million in information technology expenses primarily due to higher software maintenance costs and higher contract costs;
an increase of $8.3 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $7.2 million in loss provisions; and
an increase of $7 million in nuclear generation expenses primarily due to higher nuclear labor costs to position the nuclear fleet to meet its operational goals and a higher scope of work doneperformed during plant outages in 20152018 as compared to 2014;2017.

The increase was partially offset by:

a $2.6$14.8 million loss recognized on the disposition of plant components;
an increase of $1.8 million in costs incurred in 2014 related to repairsgain as a result of the sale of Willow Glen Power Plant
a unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013, including an offset for expected insurance proceeds and amortizationdecrease of $7.4 million as a result of the repairamortization through November 2017 of deferred MISO implementation costs, in 2015 that were deferred in 2014 as approved by the MPSC;LPSC;
higher nuclear insurance refunds of $4.2 million in 2018; and
an increasea decrease of $1.7$3.7 million in compensation and benefits costs primarily due to an increaselower incentive-based compensation accruals in net periodic pension and other postretirement benefits costs2018 as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in the accrual for incentive-based compensation. See “Critical Accounting Estimates” below and Note 11compared to the financial statements for further discussion of pension and other postretirement benefit costs.

The increase was partially offset by a decrease of $17.6 million in storm damage provisions. See Note 2 to the financial statements for a discussion of storm cost recovery.


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The asset write-off variance is due to the $56.2 million ($36.7 million after-tax) write-off in 2014 of Entergy Mississippi’s regulatory assets associated with new nuclear generation development costs. See “New Nuclear Generation Development Costs” below and Note 2 to the financial statements for discussion of the new nuclear generation development costs.2017.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to an increase in ad valorem taxes.the allowance for equity funds used during construction due to higher construction work in progress in 2018, which included the St. Charles Power Station and Lake Charles Power Station projects. The increase was partially offset by a change in decommissioning trust fund investment activity, including portfolio rebalancing of certain of the decommissioning trust funds in 2017.

2017 Compared to 2016

Other operation and maintenance expenses increased primarily due to:

an increase of $17.8 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals, partially offset by a lower scope of work performed during plant outages in 2017;
an increase of $9.5 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the prior year;

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an increase of $4.1 million as a result of the amount of transmission costs allocated by MISO. See Note 2 to the financial statements for further information on the recovery of these costs;
an increase of $3.6 million in transmission and distribution expenses due to higher vegetation maintenance costs; and
an increase of $3.2 million in write-offs of customer accounts.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, state franchise taxes, and payroll taxes. Ad valorem taxes increased primarily due to higher assessments, including the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. State franchise taxes increased primarily due to a change in the Louisiana franchise tax law which became effective in 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Union Power Station purchased in March 2016, and the effects of recording in third quarter 2016 final court decisions in the River Bend and Waterford 3 lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $6 million of spent nuclear fuel storage costs previously recorded as depreciation expense. See Note 14 to the financial statements for discussion of the Union Power Station purchase. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project, and higher depreciation ratesrealized gains in 2015, as approved2017 on the River Bend decommissioning trust fund investments, including portfolio rebalancing to the 30% interest in River Bend formerly owned by Cajun.

Interest expense decreased primarily due to an increase in the MPSC.allowance for borrowed funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project.

Income Taxes

The effective income tax rate for 2018 was (8.8%). The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% to the effective income tax rates.

The effective income tax rate for 2016, 2015,2017 was 60.5%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and 2014 were 36.9%, 40.0%, and 42.7%, respectively.Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.rate.

The effective income tax rate for 2016 was 12.6%. The difference in the effective income tax rate of 12.6% versus the statutory rate of 35% for 2016 was primarily due to the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit in the second quarter 2016 and book and tax differences related to the non-taxable income distributions earned on preferred membership interests, partially offset by state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.


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Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$145,605
 
$61,633
 
$31

$35,907
 
$213,850
 
$35,102
          
Net cash provided by (used in): 
  
  
   
  
Operating activities212,280
 372,279
 303,463
1,395,204
 1,337,545
 1,037,912
Investing activities(289,444) (245,127) (177,765)(1,878,208) (1,787,409) (1,474,065)
Financing activities8,393
 (43,180) (64,096)490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents(68,771) 83,972
 61,602
7,457
 (177,943) 178,748
          
Cash and cash equivalents at end of period
$76,834
 
$145,605
 
$61,633

$43,364
 
$35,907
 
$213,850

Operating Activities

Net cash flow provided by operating activities decreased $160increased $57.7 million in 20162018 primarily due to to:

a decrease dueof $76.5 million in spending on nuclear fueling outages;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
the receipt of $58.6 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the timing of collection of receivables from customers.

The increase was partially offset by:

a decrease of $129 million in income tax refunds in 2018 as compared to the same period in 2017. Entergy Louisiana received income tax refunds in 2018 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2018 and 2017 resulted from the utilization of Entergy Louisiana’s net operating loss;
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act; and
the timing of recovery of fuel and purchased power costs in 2016 as compared to the same period in 2015costs.


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Net cash flow provided by operating activities increased $299.6 million in insurance proceeds received in 2015 related to the unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013. The decrease was partially offset by 2017 primarily due to:
income tax refunds of $12.5$234.2 million in 20162017 compared to income tax payments of $61.3$156.6 million in 2015.2016. Entergy Mississippi hadLouisiana received income tax refunds in 20162017 and made income tax payments in 20152016 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The 2016an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Louisiana’s net operating losses. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit, whereaspayments for state taxes resulting from the income tax payments in 2015 were primarily due toeffect of the results of operations and the reversal of taxable temporary differences as well as final settlement of amounts outstanding associated with the 2006-2007 IRS audit.audit, and the effect of net operating loss limitations. See Note 3 to the financial statements for a discussion of the income tax audits.

Net cash flow provided by operating activities increased $68.8 million in 2015 primarily due to:

2010-2011 IRS audit;
an increase due to the timing of recovery of fuel and purchased power costs in 2015;costs; and

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System Agreement bandwidth remedy payments of $16.4$60 million made in September 2014 as a result of the compliance filing pursuant to the FERC’s ordersMarch 2016 related to the bandwidth payments/receipts forpurchase of a beneficial interest in the 2007 - 2009 period;
$15.3 million in insurance proceeds received in 2015 related to the unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013; and
the timing of collections from customers.Waterford 3 leased assets.

The increase was partially offset by:

an increasea refund to customers in January 2017 of $41.7approximately $71 million in income tax payments in 2015. Entergy Mississippi had income tax payments in 2015 and 2014 in accordance withas a result of the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments in 2015 were primarily duesettlement approved by the LPSC related to the results of operations and the reversal of taxable temporary differences as well as final settlement of amounts outstanding associated with the 2006-2007 IRS audit. The 2014 payments resulted primarily from the reversal of taxable temporary differences for which Entergy Mississippi had previously claimed a tax deduction.Waterford 3 replacement steam generator project. See Note 32 to the financial statements for a discussion of this audit;the settlement and refund;
an increase of $62.8 million in spending on nuclear refueling outages; and
System Agreement bandwidth remedy paymentsproceeds of $11.3$37.8 million received in 2014 as a result ofAugust 2016 from the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period.

DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 28 to the financial statements for a discussion of the System Agreement proceedings.spent nuclear fuel litigation.

Investing Activities

Net cash flow used in investing activities increased $44.3$90.8 million in 20162018 primarily due to:

an increase of $72.4$67.8 million in transmission construction expenditures primarily due to a higher scope of work performed in 20162018 as compared to the same period in 2015;
insurance proceeds of $12.9 million received in 2015 related to the unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013;2017;
an increase of $11.4$65.5 million in distribution constructionfossil-fueled generation expenditures primarily due to a higher scope of non-storm related work performedspending on the Lake Charles Power Station project in 2016 as compared to2018, partially offset by lower spending on the same periodSt. Charles Power Station project in 2015;2018; and
an increase of $10.1 million due to various information technology projects and upgrades.money pool activity.

The increase was partially offset by a decrease of $20.1$97.5 million as a result of fluctuations in fossil-fueled generation construction expenditures primarily duenuclear fuel activity because of variations from year to a decreased scopeyear in the timing and pricing of work performedfuel reload requirements in the Utility business, material and service deliveries, and the timing of cash payments during plant outages in 2016 as compared to the same period in 2015 and money pool activity.nuclear fuel cycle.

DecreasesIncreases in Entergy Mississippi’sLouisiana’s receivable from the money pool are a sourceuse of cash flow, and Entergy Mississippi’sLouisiana’s receivable from the money pool decreasedincreased by $15.3$35.7 million in 20162018 compared to increasingdecreasing by $25.3$11.3 million in 2015.2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $67.4$313.3 million in 20152017 primarily due to:

an increase of $364.3 million in fossil-fueled generation construction expenditures primarily due to higher spending on the St. Charles Power Station and Lake Charles Power Station projects in 2017;
an increase of $148.9 million in transmission construction expenditures primarily due to a higher scope of work doneperformed in 2015;2017;
an increase of $144.9 million as a result of fluctuations in information technology capital expenditures duenuclear fuel activity because of variations from year to various technology projectsyear in the timing and upgradespricing of fuel reload requirements in 2015;the Utility business, material and
money pool activity.

The increase was partially offset by $12.9 million service deliveries, and the timing of insurance proceeds received in 2015 related tocash payments during the unplanned outage event that occurred at the Baxter Wilson (Unit 1) power plant in September 2013.nuclear fuel cycle;

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Increasesproceeds of $57.9 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
an increase of $53.6 million in nuclear construction expenditures primarily due to increased spending on various nuclear projects in 2017;
an increase of $30.4 million in distribution construction expenditures due to increased spending on digital technology improvements within the customer contact centers;
an increase of $19.9 million due to increased spending on advanced metering infrastructure; and
an increase of $12.3 million due to various information technology projects and upgrades in 2017.

The increase was partially offset by:

the purchase of Power Blocks 3 and 4 of the Union Power Station for an aggregate purchase price of approximately $475 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
money pool activity; and
an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017.

Decreases in Entergy Mississippi’sLouisiana’s receivable from the money pool are a usesource of cash flow, and Entergy Mississippi’sLouisiana’s receivable from the money pool increaseddecreased by $25.3$11.3 million in 20152017 compared to increasing by $0.6$16.3 million in 2014.  2016.

Financing Activities

Entergy Mississippi’sNet cash flow provided by financing activities provided $8.4increased $218.5 million in 2018 primarily due to:

the issuance of $750 million of cash4.00% Series collateral trust mortgage bonds in 2016March 2018. A portion of the proceeds was used to repay $375 million of 6.0% Series first mortgage bonds in May 2018;
the issuance of $600 million of 4.20% collateral trust mortgage bonds in August 2018. A portion of the proceeds was used to repay $300 million of 6.5% Series first mortgage bonds in September 2018;
the redemption of $25 million of 3.25% Series G nuclear fuel company variable interest entity notes payable in June 2017;
the redemption of $75 million of 3.25% Series Q nuclear fuel company variable interest entity notes payable in July 2017; and
the termination of $57.5 million of the Waterford 3 lease obligation and $42.7 million of Waterford Series collateral trust mortgage notes in 2017.

The increase was partially offset by:

the issuance of $450 million of 3.12% collateral trust mortgage bonds in May 2017. A portion of the proceeds was used to repay $45.3 million of Waterford Series collateral trust mortgage bonds;
net repayments of short-term borrowings of $43.5 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to using $43.2net short-term borrowings of $39.7 million in 20152017;
net repayments of long-term borrowings of $18.6 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net long-term borrowings of $102 million in 2017; and
an increase of $36.8 million in common equity distributions in 2018 primarily to maintain Entergy Louisiana’s targeted capital structure.

Net cash flow provided by financing activities decreased $343 million in 2017 primarily due to the net issuance of $61.4$325.6 million of long-term debt in 20162017 compared to the net issuance of $961.2 million in 2016. The decrease was partially offset by:

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a decrease of $16$194.3 million of common equity distributions primarily as a result of higher construction expenditures and higher nuclear fuel purchases in 2017; and
net borrowings of $39.7 million on the nuclear fuel company variable interest entities’ credit facilities in 2017 compared to net repayments of $56.6 million in common stock dividends paid in 2016 partially offset by the redemption of $30 million of 6.25% Series preferred stock. The decrease in dividends paid was primarily because of lower operating cash flows and higher capital expenditures, each discussed above.

Net cash flow used in financing activities decreased $20.9 million in 2015 primarily due to a decrease of $21.4 million in common stock dividends paid. The decrease in dividends paid was primarily due to higher capital expenditures, as discussed above.

See Note 5 to the financial statements for details onof long-term debt.

Capital Structure

Entergy Mississippi’s capitalizationLouisiana’s debt to capital ratio is balanced between equity and debt, as shown in the following table.
December 31,
2016
 December 31,
2015
December 31,
2018
 December 31,
2017
Debt to capital50.2% 49.7%53.6% 53.8%
Effect of excluding securitization bonds(0.3%) (0.3%)
Debt to capital, excluding securitization bonds (a)53.3% 53.5%
Effect of subtracting cash(1.8%) (3.8%)(0.1%) (0.1%)
Net debt to net capital48.4% 45.9%
Net debt to net capital, excluding securitization bonds (a)53.2% 53.4%

(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 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 MississippiLouisiana 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 Louisiana’s financial condition because the securitization bonds are non-recourse to Entergy Louisiana, as more fully described in Note 5 to the financial statements. Entergy Louisiana 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 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’sLouisiana’s financial condition because net debt indicates Entergy Mississippi’sLouisiana’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Entergy MississippiLouisiana seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend,distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy MississippiLouisiana may issue incremental debt or reduce dividends,distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing dividends,distributions, Entergy MississippiLouisiana may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy MississippiLouisiana requires capital resources for:

construction and other capital investments;
debt and preferred stock maturities or retirements;

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working capital purposes, including the financing of fuel and purchased power costs; and
dividenddistribution and interest payments.


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Following are the amounts of Entergy Mississippi’sLouisiana’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:          
Generation
$45
 
$50
 
$40

$610
 
$325
 
$625
Transmission170
 135
 85
460
 405
 265
Distribution135
 115
 130
390
 400
 530
Other60
 40
 25
Utility Support175
 135
 100
Total
$410
 
$340
 
$280

$1,635
 
$1,265
 
$1,520

Following are the amounts of Entergy Mississippi’sLouisiana’s existing debt obligations and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 After 2021 Total2019 2020-2021 2022-2023 After 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$45
 
$235
 
$70
 
$1,644
 
$1,994

$301
 
$1,245
 
$1,033
 
$8,502
 
$11,081
Capital lease payments
$2
 
$—
 
$—
 
$—
 
$2
Operating leases
$8
 
$14
 
$10
 
$6
 
$38

$26
 
$41
 
$28
 
$22
 
$117
Purchase obligations (b)
$240
 
$440
 
$421
 
$4,762
 
$5,863

$730
 
$1,347
 
$2,410
 
$5,043
 
$9,530

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Mississippi,Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which isare discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy MississippiLouisiana currently expects to contribute approximately $19.1$26.5 million to its qualified pension plans and approximately $140 thousand$17.9 million to its other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 20172019. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also, in addition to the contractual obligations, Entergy MississippiLouisiana has $9.8$802.3 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy MississippiLouisiana includes amounts associated with specific investments, such as the Washington Parish Energy Center, St. Charles Power Station, and Lake Charles Power Station, each discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering; resource planning, including potential generation projects; system improvements; investments in River Bend and Waterford 3; software and security; and other investments. EstimatedEntergy’s Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing

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effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Louisiana pays distributions from its earnings at a percentage determined monthly.

St. Charles Power Station

In August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on long-term debt and preferred stock maturities in Notes 5 and 6land adjacent to the financial statements.existing Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. The LPSC issued an order approving certification of St. Charles Power Station in December 2016. Construction is in progress and commercial operation is expected to occur by mid-2019.

Lake Charles Power Station

In November 2016, Entergy Louisiana filed an application with the LPSC seeking certification that the public convenience and necessity would be served by the construction of the Lake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost of the Lake Charles Power Station is $872 million, including estimated costs of transmission interconnection and other related costs. In May 2017 the parties to the proceeding agreed to an uncontested stipulation finding that construction of the Lake Charles Power Station is in the public interest and authorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and approved certification of the unit. Construction is in progress and commercial operation is expected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The plant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana will purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and other related costs. In May 2017, Entergy Louisiana filed an application with the LPSC seeking certification of the plant. In April 2018 the parties reached a settlement recommending certification and cost recovery through the additional capacity mechanism of the formula rate plan, consistent with prior LPSC precedent with respect to the certification and recovery of plants previously acquired by Entergy Louisiana. The LPSC issued an order approving the settlement in May 2018.

Advanced Metering Infrastructure (AMI)
In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits, and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced

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Asmeters, the three-year deployment of which began in 2019. Deployment of the communications network began in 2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a wholly-owned subsidiary,customer charge, net of certain benefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Mississippi dividends its earnings to Entergy Corporation at a percentage determined monthly.  Provisions in Entergy Mississippi’s articles of incorporation relating to preferred stock restrict the amount of retained earnings available for the payment of cash dividends or other distributions on its common and preferred stock.

New Nuclear Generation Development Costs

PursuantLouisiana’s proposed AMI system, with modifications to the Mississippi Baseload Act andproposed customer charge. In July 2017 the Mississippi Public Utilities Act,LPSC approved the stipulation. Entergy Mississippi had been developing and preservingLouisiana expects to recover the undepreciated balance of its existing meters through a project option for new nuclear generation at Grand Gulf Nuclear Station.  In October 2010, Entergy Mississippi filed an application with the MPSC requesting that the MPSC determine that it was in the public interest to preserve the option to construct new nuclear generation at Grand Gulf and that the MPSC approve the deferral of Entergy Mississippi’s costs incurred to date and in the future related to this project, including the accrual of AFUDC or similar carrying charges.  In October 2011, Entergy Mississippi and the Mississippi Public Utilities Staff filed with the MPSC a joint stipulation that the MPSC approved in November 2011.  The stipulation stated that there should be a deferral of the $57 million of costs incurred through September 2011 in connection with planning, evaluating, monitoring, and other related generation resource development activities for new nuclear generation at Grand Gulf.  

In October 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations in Entergy Mississippi’s general rate case proceeding, which are discussed below. In consideration of the comprehensive terms for settlement in that rate case proceeding, the Mississippi Public Utilities Staff and Entergy Mississippi agreed that Entergy Mississippi would request consolidation of the new nuclear generation development costs proceeding with the rate case proceeding for hearing purposes and will not further pursue, except as noted below, recovery of the costs deferred by MPSC order in the new nuclear generation development docket. The stipulations state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. After considering the progress of the new nuclear generation costs proceeding in light of the joint stipulation, Entergy Mississippi recorded in 2014 a $56.2 million pre-tax charge to recognize that the regulatory asset associated with new nuclear generation development is no longer probable of recovery. In December 2014 the MPSC issued an order accepting in their entirety the October 2014 stipulations, including the findings and terms of the stipulations regarding new nuclear generation development costs.at current depreciation rates.

Sources of Capital

Entergy Mississippi’sLouisiana’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred stockmembership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy MississippiLouisiana may refinance, redeem, or otherwise retire debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stockmembership interest issuances by Entergy MississippiLouisiana require prior regulatory approval. Preferred stock and debtDebt issuances are also subject to issuance tests set forth in its corporate charter, bond indenture,indentures and other agreements. Entergy MississippiLouisiana has sufficient capacity under these tests to meet its foreseeable capital needs.


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Entergy Mississippi’sLouisiana’s receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
$10,595 $25,930 $644 ($3,536)
2018 2017 2016 2015
(In Thousands)
$46,845 $11,173 $22,503 $6,154

See Note 4 to the financial statements for a description of the money pool.

Entergy MississippiLouisiana has four separatea credit facilitiesfacility in the aggregate amount of $102.5$350 million scheduled to expire May 2017. Noin September 2023. The credit facility includes fronting commitments for the issuance of letters of credit against $15 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings wereand no letters of credit outstanding under the credit facilities as of December 31, 2016.facility. In addition, Entergy MississippiLouisiana is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations underto MISO.  As of December 31, 2016,2018, a $7.1$25.9 million letter of credit was outstanding under Entergy Mississippi’sLouisiana’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

The Entergy MississippiLouisiana nuclear fuel company variable interest entities have two separate credit facilities, each in the amount of $105 million and scheduled to expire in September 2021. As of December 31, 2018, $38.6 million of loans were outstanding under the credit facility for the Entergy Louisiana River Bend nuclear fuel company variable interest entity. As of December 31, 2018, $82 million in loans were outstanding under the Entergy Louisiana Waterford nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for additional discussion of the nuclear fuel company variable interest entity credit facilities.


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Entergy Louisiana obtained authorizations from the FERC through October 2017November 2020 for the following:

short-term borrowings not to exceed an aggregate amount of $175$450 million at any time outstanding and outstanding;
long-term borrowings and security issuances. issuances; and
borrowings by its nuclear fuel company variable interest entities.
See Note 4 to the financial statements for further discussion of Entergy Mississippi’sLouisiana’s short-term borrowing limits.

Hurricane Isaac

In June 2014 the LPSC voted to approve a series of orders which (i) quantified $290.8 million of Hurricane Isaac system restoration costs as prudently incurred; (ii) determined $290 million as the level of storm reserves to be re-established; (iii) authorized Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) granted other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Louisiana committed to pass on to customers a minimum of $30.8 million of customer benefits through annual customer credits of approximately $6.2 million for five years. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation and the Louisiana State Bond Commission. See Note 2 to the financial statements for a discussion of the August 2014 issuance of bonds under Act 55 of the Louisiana Legislature.

Little Gypsy Repowering Project

In April 2007, Entergy Louisiana announced that it intended to pursue the solid fuel repowering of a 538 MW unit at its Little Gypsy plant. In March 2009 the LPSC voted in favor of a motion directing Entergy Louisiana to temporarily suspend the repowering project and, based upon an analysis of the project’s economic viability, to make a recommendation regarding whether to proceed with the project. This action was based upon a number of factors including the recent decline in natural gas prices, as well as environmental concerns, the unknown costs of carbon legislation and changes in the capital/financial markets. In April 2009, Entergy Louisiana complied with the LPSC’s directive and recommended that the project be suspended for an extended period of time of three years or more. In May 2009 the LPSC issued an order declaring that Entergy Louisiana’s decision to place the Little Gypsy project into a longer-term suspension of three years or more is in the public interest and prudent.
In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the Little Gypsy repowering project and seeking project cost recovery over a five-year period. In June 2010 and August 2010, the LPSC staff and intervenors filed testimony. The LPSC staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest. In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it was probable that the Little Gypsy repowering project would be abandoned and accordingly reclassified $199.8 million of project costs from construction work in progress to a regulatory asset. A hearing on the issues, except for cost allocation among customer classes, was held before the ALJ in November 2010. In January 2011 all parties participated in a mediation on the disputed issues, resulting in a settlement of all disputed issues, including cost recovery and cost allocation. The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter. The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization. In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana could accomplish such securitization. In August 2011 the LPSC issued an order approving the settlement and also

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issued a financing order for the securitization. See Note 5 to the financial statements for a discussion of the September 2011 issuance of the securitization bonds.

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that Entergy MississippiLouisiana charges for electricityits services significantly influence its financial position, results of operations, and liquidity. Entergy MississippiLouisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the MPSC,LPSC, is primarily responsible for approval of the rates charged to customers.

Retail Rates - Electric

Filings with the LPSC

2015 Formula Rate Plan Filing

In May 2016, Entergy Louisiana filed its formula rate plan evaluation report for its 2015 calendar year operations. The evaluation report reflected an earned return on common equity of 9.07%. As such, no adjustment to base formula rate plan revenue was required. The following other adjustments, however, were required under the formula rate plan: an increase in the legacy Entergy Louisiana additional capacity mechanism of $14.2 million; a separate increase in legacy Entergy Louisiana revenue of $10 million primarily to reflect the effects of the termination of the System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of $0.5 million; a decrease in legacy Entergy Gulf States Louisiana revenue of $58.7 million primarily to reflect the effects of the termination of the System Agreement; and an increase of $11 million to the MISO cost recovery mechanism. Rates were implemented with the first billing cycle of September 2016, subject to refund. Following implementation of the as-filed rates in September 2016, there were several interim updates to Entergy Louisiana’s formula rate plan, including the one submitted in December 2016, reflecting implementation of the settlement of the Waterford 3 replacement steam generator project prudence review described below. In June 2017 the LPSC staff and Entergy Louisiana filed a joint report of proceedings, which was accepted by the LPSC in June 2017, finalizing the results of the May 2016 evaluation report, interim updates, and corresponding proceedings with no changes to rates already implemented.

2016 Formula Rate Plan Filing

In May 2017, Entergy Louisiana filed its formula rate plan evaluation report for its 2016 calendar year operations. The evaluation report reflected an earned return on common equity of 9.84%. As such, no adjustment to base formula rate plan revenue was required. Adjustments, however, were required under the formula rate plan; the 2016 formula rate plan evaluation report showed a decrease in formula rate plan revenue of approximately $16.9 million, comprised of a decrease in legacy Entergy Louisiana formula rate plan revenue of $3.5 million, a decrease in legacy Entergy Gulf States Louisiana formula rate plan revenue of $9.7 million, and a decrease in incremental formula rate plan revenue of $3.7 million. Additionally, the formula rate plan evaluation report called for a decrease of $40.5 million in the MISO cost recovery revenue requirement from $46.8 million to $6.3 million. Rates reflecting these adjustments were implemented with the first billing cycle of September 2017, subject to refund. In September 2017 the LPSC issued its report indicating that no changes to Entergy Louisiana’s original formula rate plan evaluation report were required but reserved for several issues, including Entergy Louisiana’s September 2017 update to its formula rate plan evaluation report. In July 2018, Entergy Louisiana and the LPSC staff filed an unopposed joint report setting forth a correction to the annualization calculation, the effect of which was a net $3.5 million revenue requirement reduction and indicating that there are no outstanding issues with the 2016 formula rate plan report, the supplemental report, or the interim updates. In September 2018 the LPSC approved the unopposed joint report.


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Formula Rate Plan Extension Through 2019 Test Year


In August 2017, Entergy Louisiana filed a request with the LPSC seeking to extend its formula rate plan for three years (2017-2019) with limited modifications to its terms.  Those modifications include: a one-time resetting of base rates to the midpoint of the band at Entergy Louisiana’s authorized return on equity of 9.95% for the 2017 test year; narrowing of the formula rate plan bandwidth from a total of 160 basis points to 80 basis points; and a forward-looking mechanism that would allow Entergy Louisiana to recover certain transmission-related costs contemporaneously with when those projects begin delivering benefits to customers.  In April 2018, the LPSC approved an unopposed joint motion filed by Entergy Louisiana and the LPSC staff that settles the matter. The settlement extends the formula rate plan for three years, providing for rates through at least August 2021. In addition to retaining the major features of the traditional formula rate plan, some of the more substantive features of the extended formula rate plan include:

a mid-point reset of formula rate plan revenues to a 9.95% earned return on common equity for the 2017 test year and for the St. Charles Power Station when it enters commercial operation;
a 9.8% target earned return on common equity for the 2018 and 2019 test years;
narrowing of the common equity bandwidth to plus or minus 60 basis points around the earned return on common equity;
a cap on potential revenue increase of $35 million for the 2018 evaluation period, and $70 million for the cumulative 2018 and 2019 evaluation periods, on formula rate plan cost of service rate increases (the cap excludes rate changes associated with the transmission recovery mechanism described below and rate changes associated with additional capacity);
a framework for the flow back of certain tax benefits created by the Tax Act to customers; and
a transmission recovery mechanism providing for the opportunity to recover certain transmission related expenditures in excess of $100 million for projects placed in service up to one month prior to rate change outside of sharing that is designed to operate in a fashion similar to the additional capacity mechanism.

2017 Formula Rate Plan Filing

In June 2018, Entergy Louisiana filed its formula rate plan evaluation report for its 2017 calendar year operations. The 2017 test year evaluation report produced an earned return on equity of 8.16%, due in large part to revenue-neutral realignments to other recovery mechanisms. Without these realignments, the evaluation report produces an earned return on equity of 9.88% and a resulting base rider formula rate plan revenue increase of $4.8 million. Excluding the Tax Act credits provided for by the tax reform adjustment mechanisms, total formula rate plan revenues were further increased by a total of $98 million as a result of the evaluation report due to adjustments to the additional capacity and MISO cost recovery mechanisms of the formula rate plan, and implementation of the transmission recovery mechanism. In August 2018, Entergy Louisiana filed a supplemental formula rate plan evaluation report to reflect changes from the 2016 test year formula rate plan proceedings, a decrease to the transmission recovery mechanism to reflect lower actual capital additions, and a decrease to evaluation period expenses to reflect the terms of a new power sales agreement. Based on the August 2018 update, Entergy Louisiana recognized a total decrease in formula rate plan revenue of approximately $17.6 million. Results of the updated 2017 evaluation report filing were implemented with the September 2018 billing month subject to refund and review by the LPSC staff and intervenors. In accordance with the terms of the formula rate plan, in September 2018 the LPSC staff and intervenors submitted their responses to Entergy Louisiana’s original formula rate plan evaluation report and supplemental compliance updates. The LPSC staff asserted objections/reservations regarding 1) Entergy Louisiana’s proposed rate adjustments associated with the return of excess accumulated deferred income taxes pursuant to the Tax Act and the treatment of accumulated deferred income taxes related to reductions of rate base; 2) Entergy Louisiana’s reservation regarding treatment of a regulatory asset related to certain special orders by the LPSC; and 3) test year expenses billed from Entergy Services to Entergy Louisiana. Intervenors also objected to Entergy Louisiana’s treatment of the regulatory asset related to certain special orders by the LPSC. A procedural schedule has not yet been established to resolve these issues.

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Entergy Louisiana also included in its filing a presentation of an initial proposal to combine the legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana residential rates, which combination, if approved, would be accomplished on a revenue-neutral basis intended not to affect the rates of other customer classes.

Waterford 3 Replacement Steam Generator Project

Following the completion of the Waterford 3 replacement steam generator project, the LPSC undertook a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC staff filed testimony recommending potential project and replacement power cost disallowances of up to $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 provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. Entergy Louisiana believed that the replacement steam generator costs were prudently incurred and applicable legal principles supported their recovery in rates.  Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty at the time associated with the resolution of the prudence review. In December 2015 the ALJ issued a proposed recommendation, which was subsequently finalized, concluding that Entergy Louisiana prudently managed the Waterford 3 replacement steam generator project, including the selection, use, and oversight of contractors, and could not reasonably have anticipated the damage to the steam generators. Nevertheless, the ALJ concluded that Entergy Louisiana was liable for the conduct of its contractor and subcontractor and, therefore, recommended a disallowance of $67 million in capital costs. Additionally, the ALJ concluded that Entergy Louisiana did not sufficiently justify the incurrence of $2 million in replacement power costs during the replacement outage. Although the ALJ’s recommendation had not yet been considered by the LPSC, after considering the progress of the proceeding in light of the ALJ recommendation, Entergy Louisiana recorded in the fourth quarter 2015 approximately $77 million in charges, including a $45 million asset write-off and a $32 million regulatory charge, to reflect that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery. Entergy Louisiana maintained that the ALJ’s recommendation contained significant factual and legal errors.

In October 2016 the parties reached a settlement in this matter. The settlement was approved by the LPSC in December 2016. The settlement effectively provided for an agreed-upon disallowance of $67 million of plant, which had been previously written off by Entergy Louisiana, as discussed above. The refund to customers of approximately $71 million as a result of the settlement approved by the LPSC was made to customers in January 2017. Of the $71 million of refunds, $68 million was credited to customers through Entergy Louisiana’s formula rate plan, outside of sharing, and $3 million through its fuel adjustment clause. Entergy Louisiana had previously recorded a provision of $48 million for this refund. The previously-recorded provision included the cumulative revenues recorded through December 2016 related to the $67 million of disallowed plant. An additional regulatory charge of $23 million was recorded in fourth quarter 2016 to reflect the effects of the settlement. The settlement also provided that Entergy Louisiana could retain the value associated with potential service credits agreed to by the project contractor, to the extent they are realized in the future. Following a review by the parties, an unopposed joint report of proceedings was filed by the LPSC staff and Entergy Louisiana in May 2017 and the LPSC accepted the joint report of proceedings resolving the matter.

Union Power Station and Deactivation or Retirement Decisions for Entergy Louisiana Plants

In January 2015, Entergy Gulf States Louisiana filed its application with the LPSC for approval of the acquisition and cost recovery of two power blocks of the Union Power Station for an expected base purchase price of approximately $237 million per power block, subject to adjustments. In September 2015, Entergy Gulf States Louisiana agreed to settlement terms with all parties for Entergy Gulf States Louisiana’s purchase of the two power blocks. In October 2015 the LPSC voted unanimously to approve the uncontested settlement which finds, among other things, that

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acquisition of Power Blocks 3 and 4 is in the public interest and, therefore, prudent. The business combination of Entergy Gulf States Louisiana and Entergy Louisiana received regulatory approval and closed in October 2015 making Entergy Louisiana the named purchaser of Power Blocks 3 and 4 of the Union Power Station. In March 2016, Entergy Louisiana acquired Power Blocks 3 and 4 of Union Power Station for an aggregate purchase price of approximately $475 million and implemented rates to collect the estimated first-year revenue requirement with the first billing cycle of March 2016.

As a term of the LPSC-approved settlement authorizing the purchase of Power Blocks 3 and 4 of the Union Power Station, Entergy Louisiana agreed to make a filing with the LPSC to review its decisions to deactivate Ninemile 3 and Willow Glen 2 and 4 and its decision to retire Little Gypsy 1.  In January 2016, Entergy Louisiana made its compliance filing with the LPSC. Entergy Louisiana, LPSC staff, and intervenors participated in a technical conference in March 2016 where Entergy Louisiana presented information on its deactivation/retirement decisions for these four units in addition to information on the current deactivation decisions for the ten-year planning horizon. Parties requested further proceedings on the prudence of the decision to deactivate Willow Glen 2 and 4.  No party contested the prudence of the decision to deactivate Willow Glen 2 and 4 or suggested reactivation of these units; however, issues were raised related to Entergy Louisiana’s decision to give up its transmission service rights in MISO for Willow Glen 2 and 4 rather than placing the units into suspended status for the three-year term permitted by MISO. In March 2018 the LPSC adopted the ALJ’s recommended order finding that Entergy Louisiana did not demonstrate that its decision to permanently surrender transmission rights for the mothballed (not retired) Willow Glen 2 and 4 units was reasonable and that Entergy Louisiana should hold customers harmless from increased transmission expenses should those units be reactivated. Because no party or the LPSC suggested that Willow Glen 2 and 4 should be reactivated and because the cost to return those units to service far exceeded the revenue the units were expected to generate in MISO, Entergy Louisiana retired Willow Glen 2 and 4 in March 2018. Entergy Louisiana submitted a compliance filing regarding retirement of Willow Glen 2 and 4, and the LPSC closed the proceeding.

Retail Rates - Gas

2016 Rate Stabilization Plan Filing

In January 2017, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2016. The filing of the evaluation report for test year 2016 reflected an earned return on common equity of 6.37%. In April 2017 the LPSC approved a joint report of proceedings and Entergy Louisiana submitted a revised evaluation report reflecting a $1.2 million annual increase in revenue with rates implemented with the first billing cycle of May 2017.

2017 Rate Stabilization Plan Filing

In January 2018, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2017.  The filing of the evaluation report for the test year 2017 reflected an earned return on common equity of 9.06%.  This earned return is below the earnings sharing band of the rate stabilization plan and results in a rate increase of $0.1 million.  Due to the enactment in late-December 2017 of the Tax Cuts and Jobs Act, Entergy Louisiana did not have adequate time to reflect the effects of this tax legislation in the rate stabilization plan. In April 2018, Entergy Louisiana filed a supplemental evaluation report for the test year ended September 2017, reflecting the effects of the Tax Act, including a proposal to use the unprotected excess accumulated deferred income taxes to offset approximately $1.4 million of storm restoration deferred operation and maintenance costs incurred by Entergy Louisiana in connection with the August 2016 flooding disaster in its gas service area. The supplemental filing reflects an earned return on common equity of 10.79%. As-filed rates from the supplemental filing were implemented, subject to refund, with customers receiving a cost reduction of approximately $0.7 million effective with bills rendered on and after the first billing cycle of May 2018, as well as a $0.2 million reduction in the gas infrastructure rider effective with bills rendered on and after the first billing cycle of July 2018. The proceeding is currently in its discovery phase. A procedural schedule has not been established.


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2018 Rate Stabilization Plan Filing

In January 2019, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2018. The filing of the evaluation report for the test year 2018 reflected an earned return on common equity of 2.69%. This earned return is below the earning sharing band of the gas rate stabilization plan and results in a rate increase of $2.8 million. Entergy Louisiana will make a compliance filing in April 2019 and rates will be implemented during the first billing cycle of May 2019.

Fuel and purchased power recovery

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

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit included a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that it was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained the positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognized the dry cask storage recovery method issue, which was addressed in the separate proceeding approved by the LPSC in October 2017, provided for a refund of $5 million, which was made to legacy Entergy Gulf States Louisiana customers in December 2016, and resolved all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of the fuel adjustment clause filings by Entergy Gulf States Louisiana, whose business was combined with Entergy Louisiana in 2015. The audit includes a review of the reasonableness of charges flowed through Entergy Gulf States Louisiana’s fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $900,000, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $7.3 million, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In June 2016 the LPSC staff provided notice of audits of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s fuel adjustment clause for the period from 2014 through 2015 and charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2012 through 2015. Discovery commenced in March 2017. No report of audit has been issued.


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In May 2018 the LPSC staff provided notice of audits of Entergy Louisiana’s purchased gas adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2016 through 2017.  Discovery commenced in September 2018.  No report of audit has been issued.

Industrial and Commercial Customers

Entergy Louisiana’s large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Louisiana’s industrial customer base. Entergy Louisiana responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Entergy Louisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Formula Rate Plan

In June 2014, Entergy Mississippi filed its first general rate case before the MPSC in almost 12 years.  The rate filing laid 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 requested 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 proposed, 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 proposed maintaining the current authorized return on common equity of 10.59%. 

In October 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations that addressed the majority of issues in the proceeding. The stipulations provided for:

an approximate $16 million net increase in revenues, which reflected an agreed upon 10.07% return on common equity;
revision of Entergy Mississippi’s formula rate plan by providing Entergy Mississippi with the ability to reflect known and measurable changes to historical rate base and certain expense amounts; resolving uncertainty around and obviating the need for an additional rate filing in connection with Entergy Mississippi’s withdrawal from participation in the System Agreement; updating depreciation rates; and moving costs associated with the Attala and Hinds generating plants from the power management rider to base rates;

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recovery of non-fuel MISO-related costs through a separate rider for that purpose;
a deferral of $6 million in other operation and maintenance expenses associated with the unplanned Baxter Wilson outage in September 2013, and a determination that the regulatory asset should accrue carrying costs, with amortization of the regulatory asset over two years beginning in February 2015, and a provision that the capital costs will be reflected in rate base. The final accounting of costs to return the unit to service and insurance proceeds were to be addressed in Entergy Mississippi’s next formula rate plan filing. Subsequently, the MPSC ordered final review of the Baxter Wilson accounting be completed in a separate docket; and
consolidation of the new nuclear generation development costs proceeding with the general rate case proceeding for hearing purposes and a determination that Entergy Mississippi would not further pursue, except as noted below, recovery of the costs that were approved for deferral by the MPSC in November 2011. The stipulations state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. See “New Nuclear Generation Development Costs” above for further discussion of the new nuclear generation development costs proceeding and subsequent write-off in 2014 of the regulatory asset related to those costs.

In December 2014 the MPSC issued an order accepting the stipulations in their entirety and approving the revenue adjustments and rate changes effective with February 2015 bills.

In March 2016, Entergy Mississippi submitted its formula rate plan 2016 test year filing showing Entergy Mississippi’s projected earned return for the 2016 calendar year to be below the formula rate plan bandwidth. The filing showed a $32.6 million rate increase was necessary to reset Entergy Mississippi’s earned return on common equity to the specified point of adjustment of 9.96%, within the formula rate plan bandwidth. In June 2016 the MPSC approved Entergy Mississippi’s joint stipulation with the Mississippi Public Utilities Staff. The joint stipulation provided for a total revenue increase of $23.7 million. The revenue increase includes a $19.4 million increase through the formula rate plan, resulting in a return on common equity point of adjustment of 10.07%. The revenue increase also includes $4.3 million in incremental ad valorem tax expenses to be collected through an updated ad valorem tax adjustment rider. The revenue increase and ad valorem tax adjustment rider were effective with the July 2016 bills.

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 was still appropriate or could 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.proceeding. In March 2013 the Mississippi Public Utilities 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 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 Mississippi Public Utilities Staff to investigate and review Entergy Mississippi’s formula rate plan rider schedule 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. In October 2014 the Mississippi Public Utilities Staff conducted a public technical conference to discuss performance benchmarking and its potential application to the electric utilities’ formula rate plans. The docket remains open.

Entergy New Orleans

Fuel Recovery

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

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

To help stabilize gas costs, Entergy New Orleans seeks approval annually from the City Council to continue implementation of its natural gas hedging program consistent with the City Council’s stated policy objectives.  The program uses financial instruments to hedge exposure to volatility in the wholesale price of natural gas purchased to serve Entergy New Orleans gas customers.  Entergy New Orleans hedges up to 25% of actual gas sales made during the winter months.

Storm Cost Recovery

See Note 2 to the financial statements for a discussion of Entergy New Orleans’s efforts to recover storm-related costs.

Entergy Texas

Fuel Recovery

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, that are not included in base rates.  Semi-annual revisions of the fixed fuel factor are made in March and

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September based on the market price of natural gas and changes in fuel mix.  The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.  The PUCT fuel cost proceedings are discussed in Note 2 to the financial statements.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.
Electric Industry Restructuring

In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition.  The law allows Entergy Texas to remain a part of the SERC Region, although it does not prevent Entergy Texas from joining another power region.  The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist.  Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region.

The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission charges.  This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.

The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation.  The amending language in the law provides, among other things, that:  1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer”; and 3)  Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service.  The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.

Entergy Texas and the other parties to the PUCT proceeding to determine the design of the competitive generation tariff were involved in negotiations throughout 2011 and 2012 with the objective of resolving as many disputed issues as possible regarding the tariff.  The PUCT determined that unrecovered costs that could be recovered through the rider consist only of those costs necessary to implement and administer the competitive generation program and do not include lost revenues or embedded generation costs.  The PUCT also ruled that the amount of customer load that may be included in the competitive generation service program is limited to 115 MW.  After additional negotiations, and ultimately the scheduling of a hearing to resolve remaining contested issues, the PUCT issued the order approving the competitive generation service rider in July 2013. Entergy Texas filed for rehearing of the PUCT’s July 2013 order, which the PUCT denied. Entergy Texas has since filed its appeal of that PUCT order to the Travis County District Court, which found in favor of the PUCT in an order issued in October 2014. In November 2014, Entergy Texas appealed the District Court’s order which moves the appeal to the Third Court of Appeals. Entergy Texas and opposing parties filed briefs and responses in the first quarter 2015. Oral argument was held in May 2015. In March 2016 the Court of Appeals upheld the District Court’s ruling favoring the PUCT. In May 2016, Entergy Texas filed with the Texas Supreme Court a petition for review of the Court of Appeals ruling. In January 2017, Entergy Texas filed its petitioner’s brief on the merits with the Texas Supreme Court. In June 2017 the Texas Supreme Court denied Entergy Texas’s petition in this matter.


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In September 2011 the PUCT adopted a proposed rule implementing a distribution cost recovery factor to recover capital and capital-related costs related to distribution infrastructure.  The distribution cost recovery factor permits utilities once per year to implement an increase or decrease in rates above or below amounts reflected in base rates to reflect depreciation expense, federal income tax and other taxes, and return on investment.  The distribution cost recovery factor rider may be changed a maximum of four times between base rate cases.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 308 incorporated cities and towns in Arkansas.  These franchises are unlimited in duration and continue unless the municipalities purchase the utility property.  In Arkansas franchises are considered to be contracts and, therefore, are terminable pursuant to the terms of the franchise agreement and applicable statutes.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 175 incorporated municipalities and in the unincorporated areas of approximately 59 parishes of Louisiana.  Entergy Louisiana holds non-exclusive franchises to provide natural gas service to customers in the City of Baton Rouge and in East Baton Rouge Parish.  Municipal franchise agreement terms range from 25 to 60 years while parish franchise terms range from 25 to 99 years.

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

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to indeterminate permits set forth in city ordinances.  These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans’s electric and gas utility properties.

Entergy Texas holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 27 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 68 incorporated municipalities.  Entergy Texas typically obtains 25-year franchise agreements as existing agreements expire.  Entergy Texas’s electric franchises expire during 2019-2058.

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

Property and Other Generation Resources

Owned Generating Stations

The total capability of the generating stations owned and leased by the Utility operating companies and System Energy as of December 31, 2018, is indicated below:

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  Owned and Leased Capability MW(a)
Company Total Gas/Oil Nuclear Coal Hydro Solar
Entergy Arkansas 5,196
 2,118
 1,817
 1,188
 73
 
Entergy Louisiana 9,143
 6,646
 2,135
 362
 
 
Entergy Mississippi 2,796
 2,382
 
 413
 
 1
Entergy New Orleans 508
 507
 
 
 
 1
Entergy Texas 2,376
 2,109
 
 267
 
 
System Energy 1,252
 
 1,252
 
 
 
Total 21,271
 13,762
 5,204
 2,230
 73
 2

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

Summer peak load for the Utility has averaged 21,568 MW over the previous decade.  

The Utility operating companies’ load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new load, the economy, environmental regulations, public policy goals, and the age and condition of Entergy’s existing infrastructure.

The Utility operating companies’ long-term resource strategy (Portfolio Transformation Strategy) calls for the bulk of capacity needs to be met through long-term resources, whether owned or contracted.  Over the past decade, the Portfolio Transformation Strategy has resulted in the addition of about 5,723 MW of new long-term resources and the deactivation of over 4,834 MW of legacy generation. As MISO market participants, the Utility operating companies also participate in MISO’s Day Ahead and Real Time Energy and Ancillary Services markets to economically dispatch generation and purchase energy to serve customers reliably and at the lowest reasonable cost.

Other Generation Resources

RFP Procurements

The Utility operating companies from time to time issue requests for proposals (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the Utility operating companies. The RFPs issued by the Utility operating companies have sought resources needed to meet near-term MISO reliability requirements as well as longer-term requirements through a broad range of wholesale power products, including limited-term (1 to 3 years) and long-term contractual products and asset acquisitions.  The RFP process has resulted in selections or acquisitions, including, among other things:

Entergy Louisiana’s June 2005 purchase of the 718 MW, gas-fired Perryville plant, of which 35% of the output is sold to Entergy Texas;
Entergy Arkansas’s September 2008 purchase of the 789 MW, combined-cycle, gas-fired Ouachita Generating Facility. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns one-third of the facility;
Entergy Arkansas’s November 2012 purchase of the 620 MW, combined-cycle, gas-fired Hot Spring Energy facility;
Entergy Mississippi’s November 2012 purchase of the 450 MW, combined-cycle, gas-fired Hinds Energy facility;
Entergy Louisiana’s construction of the 560 MW, combined-cycle, gas turbine Ninemile 6 generating facility at its existing Ninemile Point electric generating station. The facility reached commercial operation in December 2014;

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Entergy Louisiana’s construction of the 980 MW, combined-cycle, gas turbine St. Charles generating facility at its existing Little Gypsy electric generating station. Entergy Louisiana received regulatory approval from the LPSC in December 2016 and the facility is scheduled to be in service by mid-2019;
Entergy Texas’s construction of the 993 MW, combined-cycle, gas turbine Montgomery County generating facility at its existing Lewis Creek electric generating station. Entergy Texas received regulatory approval from the PUCT in July 2017 and the facility is scheduled to be in service by mid-2021;
Entergy Louisiana’s construction of the 994 MW, combined-cycle, gas turbine Lake Charles generating facility at its existing Nelson electric generating station. Entergy Louisiana received regulatory approval from the LPSC in July 2017 and the facility is scheduled to be in service by mid-2020;
In August 2018, Entergy New Orleans executed an asset acquisition agreement, subject to applicable regulatory approvals and closing conditions, structured as a build-own-transfer for a 50 MW solar photovoltaic electric generating facility located in Washington Parish, Louisiana. Entergy New Orleans also executed an agreement to purchase a project that will be developed. The New Orleans Solar Station is expected to be a 20 MW solar photovoltaic electric generating facility. Both the build-own-transfer and the New Orleans Solar Station were filed, in July 2018, as a package with the agreement with St. James Solar, LLC, discussed below, for regulatory approval in an effort to satisfy the commitment to transact for 100 MW of renewable resources; and
In October 2018, Entergy Mississippi signed an asset acquisition agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility located in Sunflower County, Mississippi. In December 2018, Entergy Mississippi filed for regulatory approval.

The RFP process has also resulted in the selection, or confirmation of the economic merits of, long-term purchased power agreements (PPAs), including, among others:

River Bend 30% life-of-unit PPA between Entergy Louisiana and Entergy New Orleans for 100 MW related to Entergy Louisiana’s unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun;
Entergy Arkansas wholesale base load capacity life-of-unit PPAs executed in 2003 totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana (110 MW) and between Entergy Arkansas and Entergy New Orleans (110 MW) related to the sale of a portion of Entergy Arkansas’s coal and nuclear base load resources (which had not been included in Entergy Arkansas’s retail rates);
In December 2009, Entergy Texas and Exelon Generation Company, LLC executed a 10-year agreement for 150-300 MW from the Frontier Generating Station located in Grimes County, Texas;
In May 2011, Entergy Texas and Calpine Energy Services, L.P. executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. Entergy Louisiana purchases 50% of the facility’s capacity and energy from Entergy Texas. In July 2014, LS Power purchased the Carville Energy Center and replaced Calpine Energy Services as the counterparty to the agreement;
In September 2012, Entergy Gulf States Louisiana executed a 20-year agreement for 28 MW, with the potential to purchase an additional 9 MW when available, from Rain CII Carbon LLC’s pet coke calcining facility in Sulphur, Louisiana. The facility began commercial operation in May 2013. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with the facility;
In March 2013, Entergy Gulf States Louisiana executed a 20-year agreement for 8.5 MW from Agrilectric Power Partners, LP’s refurbished rice hull-fueled electric generation facility located in Lake Charles, Louisiana. Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, now holds the agreement with Agrilectric;
In September 2013, Entergy Louisiana executed a 10-year agreement with TX LFG Energy, LP, a wholly-owned subsidiary of Montauk Energy Holdings, LLC, to purchase approximately 3 MW from its landfill gas-fueled power generation facility located in Cleveland, Texas;
Entergy Mississippi’s cost-based purchase, beginning in January 2013, of 90 MW from Entergy Arkansas’s share of Grand Gulf (only 60 MW of this PPA came through the RFP process). Cost recovery for the 90 MW was approved by the MPSC in January 2013;

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In April 2015, Entergy Arkansas and Stuttgart Solar, LLC executed a 20-year agreement for 81 MW from a solar photovoltaic electric generation facility located near Stuttgart, Arkansas. The APSC approved the project and deliveries pursuant to that agreement commenced in June 2018;
In November 2016, Entergy Louisiana and LS Power executed a 10-year agreement for 485 MW from the Carville Energy Center located in St. Gabriel, Louisiana. The transaction received regulatory approval and will begin in June 2022;
In November 2016, Entergy Louisiana and Occidental Chemical Corporation executed a 10-year agreement for 500 MW from the Taft Cogeneration facility located in Hahnville, Louisiana. The transaction received regulatory approval and began in June 2018;
In June 2017, Entergy Arkansas and Chicot Solar, LLC executed a 20-year agreement for 100 MW from a solar photovoltaic electric generating facility located in Chicot County, Arkansas. The transaction received regulatory approval and will begin in May 2020;
In November 2017, Entergy Louisiana and LA3 West Baton Rouge, LLC executed a 20-year agreement for 50 MW from a solar photovoltaic electric generating facility located in West Baton Rouge Parish, Louisiana. The transaction received regulatory approval in February 2019 and the agreement is expected to begin in March 2020; and
In July 2018, Entergy New Orleans and St. James Solar, LLC executed a 20-year agreement for 20 MW from a solar photovoltaic electric generating facility located in St. James Parish, Louisiana. As discussed above, the purchased power agreement was filed as a package for regulatory approval in July 2018 and the application is pending approval.

In February 2019, Entergy Arkansas provided notice that it intends to issue an RFP for solar photovoltaic resources. This RFP is seeking up to 200 MW through an asset acquisition under a build-own-transfer transaction structure that can provide cost-effective energy supply, fuel diversity, and other benefits to Entergy Arkansas’s customers.

Other Procurements From Third Parties

The Utility operating companies have also made resource acquisitions outside of the RFP process, including Entergy Mississippi’s January 2006 acquisition of the 480 MW, combined-cycle, gas-fired Attala power plant; Entergy Gulf States Louisiana’s March 2008 acquisition of the 322 MW, simple-cycle, gas-fired Calcasieu Generating Facility; Entergy Louisiana’s April 2011 acquisition of the 580 MW, combined-cycle, gas-fired Acadia Energy Center Unit 2; and Entergy Arkansas’s (Power Block 2), Entergy Louisiana’s (Power Blocks 3 and 4), and Entergy New Orleans’s (Power Block 1) March 2016 acquisitions of the 1,980 MW (summer rating), natural gas-fired, combined-cycle gas turbine Union Power Station power blocks, each rated at 495 MW (summer rating). The Utility operating companies have also entered into various limited- and long-term contracts in recent years as a result of bilateral negotiations.

The Washington Parish Energy Center is a 361 MW natural gas-fired peaking power plant under advanced development approximately 60 miles north of New Orleans on a partially developed site Calpine has owned since 2001. In May 2018, Entergy Louisiana received LPSC approval of its certification application for this simple-cycle power plant to be developed pursuant to an agreement with Entergy Louisiana, which will purchase the plant upon completion by 2021 for a fixed payment to reimburse construction costs plus an associated premium.

The Choctaw Generating Station is an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi. In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. The application is pending. The transaction is anticipated to close by the end of 2019, subject to required regulatory approvals and closing conditions.

Interconnections

The Utility operating companies’ generating units are interconnected by a transmission system operating at various voltages up to 500 kV.  These generating units consist primarily of steam-electric production facilities and are

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provided dispatch instructions by MISO. Entergy’s Utility operating companies are MISO market participants and are interconnected with many neighboring utilities.  MISO is an essential link in the safe, cost-effective delivery of electric power across all or parts of 15 U.S. states and the Canadian province of Manitoba. As a Regional Transmission Organization, MISO assures consumers of unbiased regional grid management and open access to the transmission facilities under MISO’s functional supervision. In addition, the Utility operating companies are members of the SERC Reliability Corporation (SERC). SERC is a nonprofit corporation responsible for promoting and improving the reliability, adequacy, and critical infrastructure of the bulk power supply systems in all or portions of 16 central and southeastern states.SERC serves as a regional entity with delegated authority from the North American Electric Reliability Corporation (NERC) for the purpose of proposing and enforcing reliability standards within the SERC Region.

Gas Property

As of December 31, 2018, Entergy New Orleans distributed and transported natural gas for distribution within New Orleans, Louisiana, through approximately 2,600 miles of gas pipeline.  As of December 31, 2018, the gas properties of Entergy Louisiana, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Louisiana’s financial position.

Title

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

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

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2016-2018 were:
  Natural Gas Nuclear Coal Purchased Power MISO Purchases
Year % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh % of Gen Cents Per kWh
2018 39 2.84
 27 0.84
 9 2.24
 8 5.23
 17 3.71
2017 38 2.60
 26 0.86
 8 2.35
 8 4.02
 20 3.09
2016 41 2.44
 28 0.63
 7 2.65
 9 3.71
 15 3.13


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Actual 2018 and projected 2019 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:
 Natural Gas Nuclear Coal Purchased Power (d) MISO Purchases (e)
 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Entergy Arkansas (a)29% 31% 47% 53% 20% 15% 
 1% 4% 
Entergy Louisiana39% 53% 29% 28% 3% 4% 9% 15% 20% 
Entergy Mississippi (b)48% 56% 16% 31% 16% 13% 
 
 20% 
Entergy New Orleans (b)52% 53% 33% 44% 2% 2% 1% 1% 12% 
Entergy Texas34% 31% 9% 16% 6% 10% 29% 43% 22% 
System Energy (c)
 
 100% 100% 
 
 
 
 
 
Utility (a) (b)39% 45% 27% 35% 9% 9% 8% 11% 17% 

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in 2018 and is expected to provide about less than 1% of its generation in 2019.
(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2018 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2019.
(c)Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.  Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(d)Excludes MISO purchases.
(e)In December 2013, Entergy integrated its transmission system into the MISO RTO. Entergy offers all of its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the MISO energy market to serve the demand of its customers, with MISO making dispatch decisions. The MISO purchases metric provided for 2018 is not projected for 2019.

Some of the Utility’s gas-fired plants are also capable of using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in 2019, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Over 50% of the Utility operating companies’ power plants maintain some level of long-term firm transportation. Short-term contracts and spot-market purchases satisfy additional gas requirements.  Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Many factors, including wellhead deliverability, storage, pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants.  Demand is tied to weather conditions as well as to the prices and availability of other energy sources.  Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage.  To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies may use alternate fuels, such as oil when available, or rely to a larger extent on coal, nuclear generation, and purchased power.


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Coal

Entergy Arkansas has committed to eight one- to three-year and two spot contracts that will supply approximately 85% of the total coal supply needs in 2019.  These contracts are staggered in term so that not all contracts have to be renewed the same year.  The remaining 15% of total coal requirements will be satisfied by contracts with a term of less than one year.  Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during 2019.  Coal will be transported to Arkansas via an existing transportation agreement that is expected to provide all of Entergy Arkansas’s rail transportation requirements for 2019.

Entergy Louisiana has committed to five one- to three-year contracts that will supply approximately 90% of Nelson Unit 6 coal needs in 2019.  If needed, additional PRB coal will be purchased through contracts with a term of less than one year to provide the remaining supply needs.  For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during 2019.  Coal will be transported to Nelson primarily via an existing transportation agreement that is expected to provide all of Entergy Louisiana’s rail transportation requirements for 2019.

For the year 2018, coal transportation delivery rates to Entergy Arkansas-and Entergy Louisiana-operated coal-fired units performed moderately lower than the previous years. However, delivery rates somewhat improved toward the end of the year and additional railcar capacity helped make up some delivery short falls. It is expected that delivery times will improve in 2019. Both Entergy Arkansas and Entergy Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for 2019.  Entergy Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

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

The Registrant Subsidiaries that own nuclear plants, Entergy Arkansas, Entergy Louisiana, and System Energy, are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling Entergy’s Utility nuclear units.  These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.  Any liabilities for obligations of the pooled contracts are on a several but not joint basis.  The shared regulated uranium pool maintains inventories of nuclear materials during the various stages of processing.  The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from the shared regulated uranium pool.  Entergy Operations, Inc. contracts separately for the fabrication of nuclear fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant.  All contracts for the disposal of spent nuclear fuel are between the DOE and the owner of a nuclear power plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of 2023.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment

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has been adjusted to reflect reduced overall requirements related to the planned permanent shutdowns of the Palisades, Pilgrim, Indian Point 2, and Indian Point 3 plants. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners.  There are a number of possible supply alternatives that may be accessed to mitigate any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any alternate uranium supply from the market will be dependent upon the market for uranium supply at that time.  In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful.  Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance reliability of conversion, enrichment, and fabrication services providers. There are fewer of these providers than for uranium. For conversion and enrichment services, like uranium, Entergy diversifies its supply by supplier and country and may take special measures as needed to ensure supply of enriched uranium for the reliable fabrication of nuclear fuel. For fabrication services, each plant is dependent upon the effective performance of the fabricator of that plant’s nuclear fuel, therefore, Entergy provides additional monitoring, inspection, and oversight for the fabrication process to assure reliability and quality.

Entergy Arkansas, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services.  The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes.  These credit facilities are subject to periodic renewal, and the notes are issued periodically, typically for terms between three and seven years.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas.  Its system is interconnected with three interstate and three intrastate pipelines.  Entergy New Orleans has a “no-notice” service gas purchase contract with CenterPoint Energy Services which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.  The Centerpoint Energy Service gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co.  This service is subject to FERC-approved rates.  Entergy New Orleans also makes interruptible spot market purchases. 

Entergy Louisiana purchased natural gas for resale in 2018 under a firm contract from Sequent Energy Management L.P.  The gas is delivered through a combination of intrastate and interstate pipelines.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy Louisiana’s or Entergy New Orleans’s suppliers failed to perform their obligations to deliver gas under their supply agreements.  Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies.  The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity, including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy

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Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. See Note 2 to the financial statements for further discussion of federal regulation proceedings.

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

Prior to each operating company’s termination of participation in the System Agreement (Entergy Arkansas in December 2013, Entergy Mississippi in November 2015, and Entergy Louisiana, Entergy New Orleans, and Entergy Texas each in August 2016), the Utility operating companies engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which was a rate schedule approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources were jointly operated by the Utility operating companies that were participating in the System Agreement.  The System Agreement provided, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) would receive payments from those parties having generating reserves that were less than their allocated share of reserves (short companies).  Such payments were at amounts sufficient to cover certain of the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment.  Under the System Agreement, the rates used to compensate long companies were based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh.  In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy were required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs. Entergy Arkansas terminated its participation in the System Agreement in December 2013. Entergy Mississippi terminated its participation in the System Agreement in November 2015. The System Agreement terminated with respect to its remaining participants in August 2016.

Although the System Agreement has terminated, certain of the Utility operating companies’ and their retail regulators are pursuing litigation involving the System Agreement at the FERC and in federal courts. The proceedings include challenges to the allocation of costs as defined by the System Agreement and other matters. See Note 2 to the financial statements for discussion of legal proceedings at the FERC and in federal courts involving the System Agreement.

Transmission and MISO Markets

In December 2013 the Utility operating companies integrated into the MISO RTO. Although becoming a member of MISO did not affect the ownership by the Utility operating companies of their transmission facilities or the responsibility for maintaining those facilities, MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. MISO also exercises functional control of transmission planning and congestion management and provides schedules and pricing for the commitment and dispatch of generation that is offered into MISO’s markets, as well as pricing for load that bids into the markets. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to establish transmission rates within MISO. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below).  In December 1995, System Energy commenced a rate proceeding at the FERC.  In July

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2001 the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity.    In 1998 the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations.  Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC. See Note 2 to the financial statements for discussion of complaints filed with the FERC regarding System Energy’s return on equity.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).  Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue.  The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf.  Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates.  In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share.  Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies, with the remainder of the retained share being sold to Entergy Mississippi through a separate life-of-resources purchased power agreement.  In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.  Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates.  Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs.  Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval. Entergy Arkansas also has a life-of-resources purchased power agreement with Entergy Mississippi to sell a portion of the output of Entergy Arkansas’s non-retained share of Grand Gulf. Entergy Mississippi was granted rate relief for those purchases by the MPSC through its annual unit power cost rate mechanism.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages

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under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its one outstanding series of first mortgage bonds.  In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals.  Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement.  If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC for approval.

Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement and, therefore, no payments under the Availability Agreement have ever been required.  If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such a supplement as security for its one outstanding series of first mortgage bonds. The supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds

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Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement. No such consent would be required to terminate the Capital Funds Agreement or the supplement thereto at this time.

Service Companies

Entergy Services, a limited liability company wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies, but also provides services to Entergy Wholesale Commodities. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Louisiana, and System Energy, respectively.  Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.  Entergy Texas owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.’s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas.  Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

Entergy Texas purchases from Entergy Louisiana pursuant to a life-of-unit purchased power agreement a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation.  Entergy Texas was allocated a share of River Bend’s nuclear and environmental liabilities that is identical to the share of the plant’s output purchased by Entergy Texas under the purchased power agreement.  In connection with the termination of the System Agreement effective August 31, 2016, the purchased power agreements that were put in place for certain legacy units at the time of the jurisdictional separation were also terminated at that time. See Note 2 to the financial statements for additional discussion of the purchased power agreements.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana (Old Entergy Louisiana) and Entergy Gulf States Louisiana (Old Entergy Gulf States Louisiana) were combined into a single public utility. In order to effect the business combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated

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substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC” (Entergy Louisiana). With the completion of the business combination, Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana. See Note 2 to the financial statements for additional discussion of the business combination.

Entergy New Orleans Internal Restructuring

In November 2017, pursuant to the agreement in principle, Entergy New Orleans, Inc. undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its outstanding preferred stock at a price of approximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Arkansas Internal Restructuring

In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:

Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets,

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and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Entergy Mississippi Internal Restructuring

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The restructuring was accounted for as a transaction between entities under common control.

Entergy Wholesale Commodities

Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants, located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants. Entergy Wholesale Commodities also provides operations and management services, including decommissioning services, to nuclear power plants owned by other utilities in the United States. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.


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Property

Nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership of the following nuclear power plants:
Power PlantMarketIn Service YearAcquiredLocationCapacity - Reactor TypeLicense Expiration Date
Pilgrim (a)ISO-NE1972July 1999Plymouth, MA688 MW - Boiling Water2032 (a)
Indian Point 3 (b)NYISO1976Nov. 2000Buchanan, NY1,041 MW - Pressurized Water2025 (b)
Indian Point 2 (b)NYISO1974Sept. 2001Buchanan, NY1,028 MW - Pressurized Water2024 (b)
Vermont Yankee (c)ISO-NE1972July 2002Vernon, VT605 MW - Boiling Water2032 (c)
Palisades (d)MISO1971Apr. 2007Covert, MI811 MW - Pressurized Water2031 (d)

(a)The Pilgrim plant is expected to cease operations on May 31, 2019, at the end of its current fuel cycle.
(b)The Indian Point 2 and Indian Point 3 plants are expected to cease operation by April 30, 2020 and April 30, 2021, respectively.
(c)On December 29, 2014, the Vermont Yankee plant ceased power production. In January 2019, the Vermont Yankee plant was sold to NorthStar.
(d)The Palisades plant is expected to cease operations on May 31, 2022.

See “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the operation and planned shutdown or sale of each of the Entergy Wholesale Commodities nuclear power plants.    

Entergy Wholesale Commodities also includes the ownership of two non-operating nuclear facilities, Big Rock Point in Michigan and Indian Point 1 in New York that were acquired when Entergy purchased the Palisades and Indian Point 2 nuclear plants, respectively. These facilities are in various stages of the decommissioning process, and Big Rock Point is also under contract to be sold with the Palisades plant.

Non-nuclear Generating Stations

Entergy Wholesale Commodities includes the ownership, or interests in joint ventures that own, the following non-nuclear power plants:
PlantLocationOwnershipNet Owned Capacity (a)Type
Independence Unit 2;   842 MWNewark, AR14%    121 MW(b)Coal
RS Cogen;   425 MW (c)Lake Charles, LA50%213 MWGas/Steam
Nelson 6;   550 MWWestlake, LA11%       60 MW(b)Coal

(a)“Net Owned Capacity” refers to the nameplate rating on the generating unit.
(b)
The owned MW capacity is the portion of the plant capacity owned by Entergy Wholesale Commodities.  For a complete listing of Entergy’s jointly-owned generating stations, refer to “Jointly-Owned Generating Stations” in Note 1 to the financial statements.
(c)Indirectly owned through interests in unconsolidated joint ventures.

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Independent System Operators

The Pilgrim plant falls under the authority of the Independent System Operator New England (ISO-NE) and the Indian Point plants fall under the authority of the New York Independent System Operator (NYISO). The Palisades plant falls under the authority of the MISO. The primary purpose of ISO-NE, NYISO, and MISO is to direct the operations of the major generation and transmission facilities in their respective regions; ensure grid reliability; administer and monitor wholesale electricity markets; and plan for their respective region’s energy needs.

Energy and Capacity Sales

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  Entergy Wholesale Commodities also 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. See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

As part of the purchase of the Palisades plant in 2007, Entergy executed a 15-year PPA with the seller, Consumers Energy, for 100% of the plant’s output, excluding any future uprates. Under the purchased power agreement, Consumers Energy receives the value of any new environmental credits for the first ten years of the agreement. Palisades and Consumers Energy will share on a 50/50 basis the value of any new environmental credits for years 11 through 15 of the agreement. The environmental credits are defined as benefits from a change in law that causes capability of the plant as of the purchase date to become a tradable attribute (e.g., emission credit, renewable energy credit, environmental credit, “green” credit, etc.) or otherwise to have a market value. Entergy intends to shut down the Palisades nuclear power plant permanently on May 31, 2022.

Customers

Entergy Wholesale Commodities’ customers for the sale of both energy and capacity from its nuclear plants include retail power providers, utilities, electric power co-operatives, power trading organizations, and other power generation companies. These customers include Consolidated Edison and Consumers Energy, companies from which Entergy purchased plants, and ISO-NE, NYISO, and MISO. Substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants is with counterparties or their guarantors that have public investment grade credit ratings.

Competition

The ISO-NE and NYISO markets are highly competitive. Entergy Wholesale Commodities has numerous competitors in New England and New York, including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers. Entergy Wholesale Commodities is an independent power producer, which means it generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract. Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers. Owners of co-generation plants produce power primarily for their own consumption. Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants. Competition in the New England and New York power markets is affected by, among other factors, the amount of generation and transmission capacity in

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these markets. MISO does not have a centralized clearing capacity market, but load serving entities do meet the majority of their capacity needs through bilateral contracts and self-supply with a smaller portion coming through voluntary MISO auctions. The majority of Palisades’ current output is contracted to Consumers Energy through 2022. Entergy Wholesale Commodities does not expect to be materially affected by competition in the MISO market in the near term.

Seasonality

Entergy Wholesale Commodities’ revenues and operating income are subject to fluctuations during the year due to seasonal factors, weather conditions, and contract pricing. Refueling outages are generally in the spring and fall, and cause volumetric decreases during those seasons. When outdoor and cooling water temperatures are low, generally during colder months, Entergy Wholesale Commodities nuclear power plants operate more efficiently, and consequently, generate more electricity. Many of Entergy Wholesale Commodities’ contracts provide for shaped pricing over the course of the year. As a result of these factors, Entergy Wholesale Commodities’ revenues are typically higher in the first and third quarters than in the second and fourth quarters.

Fuel Supply

Nuclear Fuel

See “Fuel Supply - Nuclear Fuel” in the Utility portion of Part I, Item 1 for a discussion of the nuclear fuel cycle and markets. Entergy Nuclear Fuels Company, a wholly-owned subsidiary, is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for Entergy Wholesale Commodities nuclear power plants, while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services. All contracts for the disposal of spent nuclear fuel are between the DOE and each of the nuclear power plant owners.

Other Business Activities

Entergy Nuclear Power Marketing, LLC (ENPM) was formed in 2005 to centralize the power marketing function for Entergy Wholesale Commodities nuclear plants. Upon its formation, ENPM entered into long-term power purchase agreements with the Entergy Wholesale Commodities subsidiaries that own nuclear power plants (generating subsidiaries). As part of a series of agreements, ENPM agreed to assume and/or otherwise service the existing power purchase agreements that were in effect between the generating subsidiaries and their customers. ENPM’s functions include origination of new energy and capacity transactions and generation scheduling.

Entergy Nuclear, Inc. can pursue service agreements with other nuclear power plant owners who seek the advantages of Entergy’s scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Entergy Wholesale Commodities subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant.

TLG Services, a subsidiary of Entergy Nuclear, Inc., offers decommissioning, engineering, and related services to nuclear power plant owners.

Entergy provides plant operation support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. In 2010 an Entergy subsidiary signed an agreement to extend the management support services to Cooper Nuclear Station by 15 years, through January 2029.


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Regulation of Entergy’s Business

Federal Power Act

The Federal Power Act provides the FERC the authority to regulate:

the transmission and wholesale sale of electric energy in interstate commerce;
the reliability of the high voltage interstate transmission system through reliability standards;
sale or acquisition of certain assets;
securities issuances;
the licensing of certain hydroelectric projects;
certain other activities, including accounting policies and practices of electric and gas utilities; and
changes in control of FERC jurisdictional entities or rate schedules.

The Federal Power Act gives the FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over the rates charged by Entergy Arkansas and Entergy Louisiana to unaffiliated wholesale customers. The FERC also regulates wholesale power sales between the Utility operating companies. In addition, the FERC regulates the MISO RTO, an independent entity that maintains functional control over the combined transmission systems of its members and administers wholesale energy, capacity, and ancillary services markets for market participants in the MISO region, including the Utility operating companies. FERC regulation of the MISO RTO includes regulation of the design and implementation of the wholesale markets administered by the MISO RTO, as well as the rates, terms, and conditions of open access transmission service over the member systems and the allocation of costs associated with transmission upgrades.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Utility

Entergy Arkansas is subject to regulation by the APSC as to the following:

utility service;
retail rates;
fuel cost recovery;
reasonable and adequate service;
leasing;
the acquisition, sale, or lease of any public utility plant or property constituting an operating unit or system;
depreciation rates;
certificates of convenience and necessity and certificates of environmental compatibility and public need; and
the issuance and sale of certain securities.

Additionally, Entergy Arkansas serves a limited number of retail customers in Tennessee. Pursuant to legislation enacted in Tennessee, Entergy Arkansas is subject to complaints before the Tennessee Regulatory Authority only if it fails to treat its retail customers in Tennessee in the same manner as its retail customers in Arkansas. Additionally, Entergy Arkansas maintains limited facilities in Missouri but does not provide retail electric service to customers in Missouri. Although Entergy Arkansas obtained a certificate with respect to its Missouri facilities, Entergy Arkansas is not subject to the retail rate or regulatory scheme in Missouri.


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Entergy Louisiana’s electric and gas business is subject to regulation by the LPSC as to the following:

utility service;
retail rates and charges;
standards of service;
certification of generating facilities and certain transmission projects;
certification of power or capacity purchase contracts;
audit of the fuel adjustment charge, environmental adjustment charge, avoided cost payment to Qualifying Facilities, energy efficiency rider, and purchased gas adjustment charge;
integrated resource planning;
utility mergers and acquisitions and other changes of control; and
depreciation and other matters.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

utility service;
service areas;
facilities;
certification of generating facilities and certain transmission projects;
retail rates;
fuel cost recovery;
depreciation rates; and
mergers and changes of control.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the City Council as to the following:

utility service;
retail rates and charges;
standards of service;
depreciation and other matters;
integrated resource planning;
audit of fuel adjustment charge, environmental adjustment charge, and purchased gas adjustment charge;
issuance and sale of certain securities; and
mergers and changes of control.

To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT.  Entergy Texas is also subject to regulation by the PUCT as to the following:

retail rates and service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
customer service standards;
certification of certain transmission and generation projects; and
extensions of service into new areas.


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Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements.  The NRC has broad authority to impose civil penalties or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend and Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy subsidiaries in the Entergy Wholesale Commodities segment are subject to the NRC’s jurisdiction as the owners and operators of Pilgrim, Indian Point Energy Center, and Palisades. Substantial capital expenditures, increased operating expenses, and/or higher decommissioning costs at Entergy’s nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy’s nuclear owner/licensee subsidiaries have been charged fees for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE is to furnish disposal services at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the Utility operating companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2018 of $186.9 million for the one-time fee. Entergy accepted assignment of the Pilgrim, FitzPatrick and Indian Point 3, Indian Point 1 and Indian Point 2, Vermont Yankee, Palisades, and Big Rock Point spent fuel disposal contracts with the DOE held by their previous owners. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery.  Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense.  Provisions to recover such costs have been or will be made in applications to regulatory authorities for the Utility plants.  Entergy’s total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, have surpassed $1.6 billion (exclusive of amounts relating to Entergy plants that were paid or are owed by prior owners of those plants).

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing (the DOE filed the license application in June 2008) and, after the license is granted by the NRC, proceed with the repository construction and commencement of receipt of spent fuel. Because the DOE has not begun accepting spent fuel, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. The DOE continues to delay meeting its obligation. Specific steps were taken to discontinue the Yucca Mountain project, including a motion to the NRC to withdraw the license application with prejudice and the establishment of a commission to develop recommendations for alternative spent fuel storage solutions. In August 2013 the U.S. Court of Appeals for the D.C. Circuit ordered the NRC to continue with the Yucca Mountain license review, but only to the extent of funds previously appropriated by Congress for that purpose and not yet used. Although the NRC completed the safety evaluation report for the license review in 2015, the previously appropriated funds are not sufficient to complete the review, including required hearings. The government has taken no effective action to date related to the recommendations of the appointed spent fuel study commission. Accordingly, large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy’s facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy’s nuclear sites.

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Following the 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.

As a result of the DOE’s failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy’s nuclear owner/licensee subsidiaries have incurred and will continue to incur damages. These subsidiaries have been, and continue to be, involved in litigation to recover the damages caused by the DOE’s delay in performance. Through 2018, Entergy’s subsidiaries won and collected on judgments against the government totaling over $500 million.

In April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $29 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case. Also in April 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $44 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case. In June 2015, Entergy Arkansas and System Energy appealed to the U.S. Court of Appeals for the Federal Circuit portions of those decisions relating to cask loading costs. In April 2016 the Federal Circuit issued a decision in both appeals in favor of Entergy Arkansas and System Energy, and remanded the cases back to the U.S. Court of Federal Claims. In June 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $49 million in favor of System Energy and against the DOE in the second round Grand Gulf damages case, and Entergy received the payment from the U.S. Treasury in August 2016. In July 2016 the U.S. Court of Federal Claims issued a final judgment in the amount of $31 million in favor of Entergy Arkansas and against the DOE in the second round ANO damages case, and Entergy received payment from the U.S. Treasury in October 2016.
In December 2015 the U.S. Court of Federal Claims issued a judgment in the amount of $81 million in favor of Entergy Nuclear Indian Point 3 and Entergy Nuclear FitzPatrick in the first round Indian Point 3/FitzPatrick damages case, and Entergy received the payment from the U.S. Treasury in June 2016.

In January 2016 the U.S. Court of Federal Claims issued a judgment in the amount of $49 million in favor of Entergy Louisiana and against the DOE in the first round Waterford 3 damages case. In April 2016, Entergy Louisiana appealed to the U.S. Court of Appeals for the Federal Circuit the portion of that decision relating to cask loading costs. After the ANO and Grand Gulf appeal was rendered, the U.S. Court of Appeals for the Federal Circuit remanded the Waterford 3 case back to the U.S. Court of Federal Claims for decision in accordance with the U.S. Court of Appeals ruling on cask loading costs. In August 2016 the U.S. Court of Federal Claims issued a final judgment in the Waterford 3 case in the amount of $53 million, and Entergy Louisiana received the payment from the U.S. Treasury in November 2016.

In April 2016 the U.S. Court of Federal Claims issued a partial judgment in the amount of $42 million in favor of Entergy Louisiana and against the DOE in the first round River Bend damages case, reserving the issue of cask loading costs pending resolution of the appeal on the same issues in the Entergy Arkansas and System Energy cases. Entergy Louisiana received payment from the U.S. Treasury in August 2016. In September 2016 the U.S. Court of Federal Claims issued a further judgment in the River Bend case in the amount of $5 million. Entergy Louisiana received the payment from the U.S. Treasury in January 2017. In May 2017 the U.S. Court of Federal Claims issued a final judgment in the first round River Bend damages case for $0.6 million, awarding certain cask loading costs that had not previously been adjudicated by the court.
In May 2016, Entergy Nuclear Vermont Yankee and the DOE entered into a stipulated agreement and the U.S. Court of Federal Claims issued a judgment in the amount of $19 million in favor of Entergy Nuclear Vermont Yankee

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and against the DOE in the second round Vermont Yankee damages case. Entergy received payment from the U.S. Treasury in June 2016.

In September 2016 the U.S. Court of Federal Claims issued a final judgment in the Entergy Nuclear Palisades case in the amount of $14 million. Entergy Nuclear Palisades received payment from the U.S. Treasury in January 2017.

In October 2016 the U.S. Court of Federal Claims issued a judgment in the second round Entergy Nuclear Indian Point 2 case in the amount of $34 million. Entergy Nuclear Indian Point 2 received payment from the U.S. Treasury in January 2017.

In September 2018 the DOE submitted an offer of judgment to resolve claims in the second round of the Entergy Nuclear Generation Company case involving Pilgrim. The $62 million offer was accepted by Entergy Nuclear Generation Company, and the U.S. Court of Federal Claims issued a judgment in that amount in favor of Entergy Nuclear Generation Company. Entergy received payment from the U.S. Treasury in October 2018.

Management cannot predict the timing or amount of any potential recoveries on other claims filed by Entergy subsidiaries, and cannot predict the timing of any eventual receipt from the DOE of the U.S. Court of Federal Claims damage awards.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Storage capability additions using dry casks began operations at Palisades in 1993, at ANO in 1996, at FitzPatrick in 2002, at River Bend in 2005, at Grand Gulf in 2006, at Indian Point and Vermont Yankee in 2008, at Waterford 3 in 2011, and at Pilgrim in 2015.  These facilities will be expanded as needed.  

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Louisiana, and System Energy are entitled to recover from customers through electric rates the estimated decommissioning costs for ANO, Waterford 3, and Grand Gulf, respectively.  In addition, Entergy Louisiana and Entergy Texas are entitled to recover from customers through electric rates the estimated decommissioning costs for the portion of River Bend subject to retail rate regulation. The collections are deposited in trust funds that can only be used in accordance with NRC and other applicable regulatory requirements.  Entergy periodically reviews and updates the estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In July 2010 the LPSC approved increased decommissioning collections for Waterford 3 and the Louisiana regulated share of River Bend and in December 2010 the PUCT approved increased decommissioning collections for the Texas share of River Bend to address previously identified funding shortfalls.  This LPSC decision contemplated that the level of decommissioning collections could be revisited should the NRC grant license extensions for both Waterford 3 and River Bend, which has now occurred. In December 2016 the APSC ordered continued collections for decommissioning for ANO 2, while finding that ANO 1’s decommissioning was adequately funded without continued collections. In December 2017 the APSC ordered continued collections for decommissioning for ANO 2, and again found that ANO 1’s decommissioning was adequately funded without continued collections. In September 2016 the NRC issued a 20-year operating license renewal for Grand Gulf. In a 2017 filing at the FERC, System Energy stated that with the renewed operating license, Grand Gulf’s decommissioning trust was sufficiently funded, and proposed (among other things) to cease decommissioning collections for Grand Gulf effective October 1, 2017. The FERC accepted the proposal subject to refund, and appointed a settlement judge to oversee settlement negotiations in the case. Entergy currently believes its decommissioning funding will be sufficient for its nuclear plants subject to retail rate regulation, although decommissioning cost inflation and trust fund performance will ultimately determine the adequacy of the funding amounts.


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In January 2019, Entergy sold 100% of the membership interest in Entergy Nuclear Vermont Yankee to a subsidiary of NorthStar. As a result of the sale, NorthStar assumed ownership of Vermont Yankee and its decommissioning and site restoration trusts, together with complete responsibility for the facility’s decommissioning and site restoration. See Note 9 to the financial statements for further discussion of Vermont Yankee decommissioning costs and see “Entergy Wholesale Commodities Exit from the Merchant Power Business” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion of the NorthStar transaction.

For the Indian Point 3 and FitzPatrick plants purchased in 2000 from NYPA, NYPA retained the decommissioning trust funds and the decommissioning liabilities with the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries.  In August 2016, Entergy entered into a trust transfer agreement with NYPA to transfer the decommissioning trust funds and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy, which was completed in January 2017. In March 2017, Entergy sold the FitzPatrick plant to Exelon, and as part of the transaction, the FitzPatrick decommissioning trust fund, along with the decommissioning obligation for that plant, was transferred to Exelon. The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the transaction. See Note 14 to the financial statements for discussion of the FitzPatrick sale.

In March 2018 filings with the NRC were made for certain Entergy subsidiaries’ nuclear plants reporting on decommissioning funding.  Those reports showed that decommissioning funding for each of those nuclear plants met the NRC’s financial assurance and planning requirements.

Additional information with respect to Entergy’s decommissioning costs and decommissioning trust funds is found in Note 9 and Note 16 to the financial statements.

Price-Anderson Act

The Price-Anderson Act requires that reactor licensees purchase and maintain the maximum amount of nuclear liability insurance available and participate in an industry assessment program called Secondary Financial Protection in order to protect the public in the event of a nuclear power plant accident.  The costs of this insurance are borne by the nuclear power industry.  Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025.  The Price-Anderson Act limits the contingent liability for a single nuclear incident to a maximum assessment of approximately $137.6 million per reactor (with 99 nuclear industry reactors currently participating).  In the case of a nuclear event in which Entergy Arkansas, Entergy Louisiana, System Energy, or an Entergy Wholesale Commodities company is liable, protection is afforded through a combination of private insurance and the Secondary Financial Protection program. In addition to this, insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units is also purchased.  The Price-Anderson Act and insurance applicable to the nuclear programs of Entergy are discussed in more detail in Note 8 to the financial statements.

NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. ANO 1, ANO 2, Waterford 3, River Bend, Indian Point 2, Indian Point 3, and Palisades are in Column 1. Grand Gulf is in Column 2. Pilgrim is in Column 4 and was subject to an extensive, but limited, set of required NRC inspections that were completed in 2018 with a finding by the NRC in January 2019 that the corrective actions required to address the concerns that led to placement in Column 4 had

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been completed and that Pilgrim had demonstrated sustained improvement. See Note 8 to the financial statements for further discussion of the placement of Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted below.  Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated.  Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other  facilities.  Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements.  These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, greenhouse gases, and significant modifications to existing facilities;
Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;
Hazardous air pollutant emissions reduction programs;
Interstate Air Transport;
Operating permit programs and enforcement of these and other Clean Air Act programs;
Regional Haze programs; and
New and existing source standards for greenhouse gas and other air emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement.  Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and follows the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement.  Several years ago, however, the EPA implemented an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit.  Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered routine and on other legal issues that affect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air Act, including NSR requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015 an additional request for similar information was

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received for the White Bluff facility. Entergy responded to all requests. None of these EPA requests for information alleged that the facilities were in violation of law.

In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims as well as other issues facing Entergy Arkansas’s fossil generation plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. For further information about the settlement, see “Regional Haze” discussed below.
Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating facility (Lewis Creek) and is in the process of permitting and constructing one fossil-fueled facility (Montgomery County Power Station) in a geographic area that is not in attainment with the applicable national ambient air quality standards (NAAQS) for ozone.  The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area.  Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.”  When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010.  In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008.  In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to the EPA for a finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard. The EPA issued this finding in December 2015. In April 2015 the EPA revoked the 1997 ozone NAAQS, and in May 2016 the EPA issued a proposed rule approving a substitute for the Houston-Galveston-Brazoria area. This redesignation indicated that the area has attained the revoked 1997 8-hour ozone NAAQS due to permanent and enforceable emission reductions and that it will maintain that NAAQS for 10 years from the date of the approval. Final approval, which was effective in December 2016, resulted in the area no longer being subject to any remaining anti-backsliding or nonattainment new source review requirements associated with the revoked 1997 NAAQS. In February 2018 the U.S. Court of Appeals for the D.C. Circuit opined that the EPA violated the Clean Air Act by revoking the 1997 standard and by creating the process that allowed states to avoid certain anti-backsliding provisions of the Act. Opponents filed a legal challenge to the December 2016 redesignation based on the February 2018 D.C. Circuit decision. The lawsuit has created much uncertainty and the TCEQ recently submitted a request to the EPA that the Houston-Galveston-Brazoria area be re-designated to attainment for the revoked 1997 standards.

In March 2008 the EPA revised the eight-hour NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  In April 2012 the EPA released its final nonattainment designations for the 2008 ozone NAAQS.  In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment. In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas had attained the 2008 standard. In May 2016 the EPA finalized those determinations and extended the Houston-Galveston-Brazoria area’s attainment date for the 2008 ozone standard to July 20, 2016 and reclassified the Baton Rouge area as attainment for ozone under the 2008 8-hour ozone standard. In December 2016 the EPA determined that the Houston-Galveston-Brazoria area had failed to attain the 2008 ozone standard by the 2016 attainment date. This finding reclassified the Houston-Galveston-Brazoria area from marginal to “moderate” and set the attainment deadline as July 20, 2018. In May 2018 the EPA published a proposed rule approving the Houston-Galveston-Brazoria attainment demonstration (a forward-looking model projecting attainment) for the 2008 8-hour ozone standard.

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However, in November 2018, the EPA signed a proposed rule determining that the area had failed to attain the 2008 standard by the July 20, 2018 attainment deadline. This determination will reclassify the Houston-Galveston-Brazoria area from “moderate” to “serious” and set the attainment deadline as July 20, 2021. Upon issuance of the final rule, the reclassification will become effective 30 days after publication in the Federal Register.

In October 2015 the EPA issued a final rule again lowering the primary and secondary NAAQS for ozone, this time to a level of 70 parts per billion. States were required to assess their attainment status and recommend designations to the EPA. In May 2018 the EPA designated Montgomery County, Texas, which is in the Houston-Galveston-Brazoria area, and in which Entergy’s Lewis Creek plant operates, as marginal non-attainment. The final designations were effective in August 2018. Entergy will continue to work with state environmental agencies on appropriate methods for assessing attainment and nonattainment with the new standard and, where necessary, in planning for compliance. The State of Texas is required to develop plans intended to return the area to a condition of attainment by August 2021.

Potential SO2Nonattainment

The EPA issued a final rule in June 2010 adopting an SO2 1-hour national ambient air quality standard of 75 parts per billion.  The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA indicated that it would delay designations except for those areas with existing monitoring data from 2009 to 2011 indicating violations of the new standard. In August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as nonattainment for the SO2 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. In July 2016 the EPA finalized another round of designations for areas with newly monitored violations of the 2010 standard and those with stationary sources that emit over a threshold amount of SO2. Counties and parishes in which Entergy owns and operates fossil generating facilities that were included in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. Independence County and Calcasieu Parish were designated “unclassifiable,” and Jefferson County was designated “unclassifiable/attainment.” In August 2017 the EPA issued a letter indicating that East Baton Rouge and St. Charles parishes would be designated by December 31, 2020 as monitors were installed to determine compliance. In January 2018 the EPA published a final rule designating a third round of attainment and nonattainment areas. Evangeline Parish, Louisiana, was designated nonattainment. Entergy does not have a generation asset in that parish. Additional capital projects or operational changes may be required to continue operating Entergy facilities in areas eventually designated as in nonattainment of the standard or designated as contributing to nonattainment areas. In May 2018 the EPA released a proposed rule that would retain the standard at 75 parts per billion, which was set in 2010. In November 2018 the EPA proposed to designate Independence County as “unclassifiable/attainment.” Final EPA action is pending.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which had a compliance date, with a widely granted one-year extension, of April 2016. The required controls have been installed and are operational at all affected Entergy units. In December 2018 the EPA signed a proposed rule that finds that it is not “appropriate and necessary” to regulate hazardous air pollutants from electric steam generating units under the provisions of section 112(n) of the Clean Air Act. This is a reversal of the EPA’s previous finding requiring such regulation. However, the proposal does not seek to revise the MATS rule at this time. Entergy will continue to monitor this situation.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions 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.

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Based on several court challenges, CAIR and its subsequent versions, now known as the Cross State Air Pollution Rule (CSAPR), have been remanded to and modified by the EPA on multiple occasions. In July 2015 the D.C. Circuit invalidated the allowance budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR remains in effect.

The CSAPR Phase 1 implementation became effective January 1, 2015. Entergy has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy.

In September 2016 the EPA finalized the CSAPR Update Rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017 the final rule requires reductions in summer nitrogen oxides (NOx) emissions. Several states, including Arkansas and Texas, filed a challenge to the Update Rule, which remains pending.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could result in a requirement to install SO2 and NOx pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units.  The rule leaves certain CAVR determinations to the states.  

In Arkansas, the Arkansas Department of Environmental Quality prepared a state implementation plan (SIP) for Arkansas facilities to implement its obligations under the CAVR.   In April 2012 the EPA finalized a decision addressing the Arkansas Regional Haze SIP, in which it disapproved a large portion of the Arkansas plan, including the emission limits for NOx and SO2 at White Bluff.  In April 2015 the EPA published a proposed federal implementation plan (FIP) for Arkansas, taking comment on requiring installation of scrubbers and low NOx burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NOx controls to continue operating the Lake Catherine plant. Entergy filed comments by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO2 and NOx limits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units at a later date.

In September 2016 the EPA published the final Arkansas Regional Haze FIP. In most respects, the EPA finalized its original proposal but shortened the time for compliance for installation of the NOx controls. The FIP required an emission limitation consistent with SO2 scrubbers at both White Bluff and Independence by October 2021 and NOx controls by April 2018. The EPA declined to adopt Entergy’s proposals related to ceasing coal use as an alternative to SO2 scrubbers for White Bluff SO2 BART. In November 2016, Entergy and other interested parties, including the State of Arkansas, filed petitions for administrative reconsideration and stay at the EPA as well as petitions for judicial review in the U.S. Court of Appeals for the Eighth Circuit. The Eighth Circuit granted the stay pending settlement discussions and pending the State’s development of a SIP that, if approved by the EPA, would replace the FIP. The state has proposed its replacement SIP in two parts: Part I considers NOx requirements, and Part II considers SO2 requirements. The EPA approved the Part I NOx SIP in January 2018. The Part I SIP requires that Entergy address NOx impacts on visibility via compliance with the CSAPR ozone-season emission trading program. Arkansas has finalized a Part II SIP which is under review by the EPA and is currently pending a state administrative appeal. In November 2018 the EPA proposed to finalize the Part II SIP without any substantive changes. Additionally, on December 31, 2018, the ALJ issued a Recommended Decision granting the Arkansas Department of Environmental Quality’s and Entergy’s Motions for Summary Judgment, which will resolve the administrative appeal if adopted by the Arkansas Pollution Control and Ecology Commission. The final Part II SIP requires that Entergy achieve SO2 emission reductions via the use of low-sulfur coal at both White Bluff and Independence within three years. The Part II SIP also requires that Entergy cease to use coal at White Bluff by December 31, 2028 and notes the current planning assumption that Entergy’s Independence units will cease to burn coal by December 31, 2030.

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In January 2018 and February 2018, Entergy Arkansas, Entergy Mississippi, Entergy Power, and other co-owners received 60-day notice of intent to sue letters from the Sierra Club and the National Parks Conservation Association concerning allegations of violations of new source review and permitting provisions of the Clean Air Act at the Independence and White Bluff coal-burning units, respectively. In November 2018, following extensive negotiations, Entergy Arkansas, Entergy Mississippi, and Entergy Power entered a proposed settlement resolving those claims and reducing the risk that Entergy Arkansas, as operator of Independence and White Bluff, might be compelled under the Clean Air Act’s regional haze program to install costly emissions control technologies. Consistent with the terms of the settlement and in many cases also the Part II SIP, Entergy Arkansas, along with co-owners, will begin using only low-sulfur coal at Independence and White Bluff by mid-2021; cease to use coal at White Bluff and Independence by the end of 2028 and 2030, respectively; cease operation of the remaining gas unit at Lake Catherine by the end of 2027; reserve the option to develop new generating sources at each plant site; and commit to install or propose to regulators at least 800 MWs of renewable generation by the end of 2027, with at least half installed or proposed by the end of 2022 (which includes two existing Entergy Arkansas projects) and with all qualifying co-owner projects counting toward satisfaction of the obligation. Under the settlement, the Sierra Club and the National Parks Conservation Association also waive certain potential existing claims under federal and state environmental law with respect to specified generating plants. The settlement, which formally resolves a complaint filed by the Sierra Club and the National Parks Conservation Association, is subject to approval by the U.S. District Court for the District of Arkansas. The EPA, which is allowed to comment on such a settlement agreement, has stated that it has no objections to the settlement. The Arkansas Attorney General and the Arkansas Affordable Entergy Coalition have filed motions to intervene. The court has not acted on the intervention requests. The Arkansas Attorney General also filed an application before the APSC in December 2018 seeking an investigation into the effects of the settlement, the Arkansas Affordable Energy Coalition filed to support the investigation, and Entergy Arkansas filed a motion to dismiss the application. Briefing is ongoing.

In Louisiana, Entergy worked with the Louisiana Department of Environmental Quality (LDEQ) and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. The LDEQ submitted a revised SIP in February 2017. In May 2017 the EPA proposed to approve a majority of the revisions. In September 2017 the EPA issued a proposed SIP approval for the Nelson plant, requiring an emission limitation consistent with the use of low-sulfur coal, with a compliance date three years from the effective date of the final EPA approval. The EPA’s final approval decision was issued in December 2017 and is on appeal to the U.S. Court of Appeals for the Fifth Circuit.

New and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, the EPA was directed 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 January 2014 the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants.  Entergy was actively engaged in the rulemaking process, and submitted comments to the EPA in December 2014. The EPA issued the final rules for both new and existing sources in August 2015, and they were published in the Federal Register in October 2015. The existing source rule, also called the Clean Power Plan, requires states to develop plans for compliance with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and by the U.S. Supreme Court, if further review is granted. In March 2017 the current administration issued an executive order entitled “Promoting Energy Independence and Economic Growth” instructing the EPA to review and then to suspend, revise, or rescind the Clean Power Plan, if appropriate. The EPA subsequently asked the D.C. Circuit to hold the challenges to the Clean Power Plan and the greenhouse gas new source performance standards in abeyance and signed a notice of withdrawal of the proposed federal plan, model trading rules, and the Clean Energy Incentive Program. The court placed the litigation in abeyance in April 2017. The EPA

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Administrator also sent a letter to the affected governors explaining that states are not currently required to meet Clean Power Plan deadlines, some of which have passed. In October 2017 the EPA proposed a new rule that would repeal the Clean Power Plan on the grounds that it exceeds the EPA’s statutory authority under the Clean Air Act. In December 2017 the EPA issued an advanced notice of proposed rulemaking regarding section 111(d), seeking comment on the form and content of a replacement for the Clean Power Plan, if one is promulgated. In August 2018 the EPA published its proposal to replace the Clean Power Plan. The Affordable Clean Energy (ACE) Rule, which in its current form focuses on existing coal-fired electric generating units, proposes to determine that heat rate improvements are the best system of emission reductions. The rule also proposes revisions to the New Source Review program to prevent that program from being a barrier to installing heat rate improvement projects under ACE. Additionally, the rule provides states more discretion in determining how the best system for emission reductions applies to individual units, including technical feasibility and the remaining useful life of the facility. Comments on the proposal were due in October 2018. Entergy will continue to be engaged in this rulemaking process.

Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level.  Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s operations.  Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications.  These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
introduction of bills in Congress and development of regulations by the EPA proposing further limits on NOx, SO2, mercury, and carbon dioxide and other air emissions.  New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;
efforts in Congress or at the EPA to establish a federal carbon dioxide emission tax, control structure or unit performance standards;
revisions to the estimates of the Social Cost of Carbon and its use for regulatory impact analysis of Federal laws and regulations;
implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;
efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;
efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;
efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs;
efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk;
the listing of additional species as threatened or endangered, the protection of critical habitat for these species, and developments in the legal protection of eagles and migratory birds; and
the regulation of the management, disposal, and beneficial reuse of coal combustion residuals.

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner.  By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per megawatt-hour of electricity generated.  In anticipation of the imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions.  These voluntary actions included establishment of a formal program to stabilize owned power plant carbon dioxide emissions at 2000

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levels through 2005, and Entergy succeeded in reducing emissions below 2000 levels. In 2006, Entergy started including emissions from controllable power purchases as well as its ownership share of generation.  Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases, cumulatively over the period, at 20% below 2000 levels through 2010.  In 2011, Entergy extended this commitment through 2020.  Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 43.7 million tons in 2018 and 39.9 tons in 2017.
Entergy participates in the M.J. Bradley & Associates’ Annual Benchmarking Air Emissions Report, an annual analysis of the 100 largest U.S. electric power producers. The report is available on the M.J. Bradley website. Entergy’s annual greenhouse gas emissions inventory is also third-party verified, and that certification is made available on the American Carbon Registry website. Entergy participates annually in the Dow Jones Sustainability Index and in 2018 was listed on the North American Index. Entergy has been listed on the World or North American Index, or both, for seventeen consecutive years.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States.  The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted.  Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years.  Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants.  

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. After litigation, the EPA issued a new final 316(b) rule in August 2014. Entergy is implementing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed a petition for review of the final rule as a co-petitioner with the Utility Water Act Group. The U.S. Court of Appeals for the Second Circuit heard oral argument in September 2017 and rendered its decision in July 2018. The U.S. Court of Appeals upheld the rule in its entirety. Environmental petitioners petitioned the Second Circuit for a panel rehearing or rehearing en banc, which was denied.

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 said would inform the rulemaking. This report was finalized in January 2015. The final rule was published in the Federal Register in June 2015. The rule could significantly increase the number and types of waters included in the EPA’s and the U.S.

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Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. The final rule was challenged in various federal courts by several parties, including most states. In February 2017 the current administration issued an executive order instructing the EPA and the U.S. Army Corps of Engineers to review the Waters of the United States rule and to revise or rescind, as appropriate. The 2015 rule now is stayed throughout Entergy’s utility service territory by actions of the United States District Courts. In December 2018 the EPA released a prepublication copy of its revised definition of Waters of the United States which proposes to narrow the scope of the Clean Water Act jurisdiction, as compared to the 2015 rule. Comments will be due 60 days after publication in the Federal Register.

Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to monitor and report regularly the presence of radioactive material in the environment.  Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program.  This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States.  Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations.  In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed groundwater monitoring wells and began periodic sampling.  The program also includes protocols for notifying local officials if contamination is found.  To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, Indian Point, Palisades, Pilgrim, Grand Gulf, and River Bend.  Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides.  Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

In February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian Point’s groundwater monitoring program.  Investigation of the source of elevated tritium determined that the source was related to a temporary system to process water in preparation for the regularly scheduled refueling outage at Indian Point 2. The system was secured and is no longer in use and additional measures have been taken to prevent reoccurrence should the system be needed again. In June 2016, Indian Point detected trace amounts of cobalt 58 in a single well. This was associated with the draining and disassembly of a temporary heat exchanger operated in support of the Indian Point 2 outage. Oversight by the NRC and other federal/state government bodies continues. The NRC has issued a green notice of violation related to the adequacy of Entergy’s controls to prevent the introduction of radioactivity into the site groundwater. Entergy completed corrective actions and is working with the NRC on the closure of the notice of violation.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released.  Certain private parties also may use CERCLA to recover response costs.  Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA.  CERCLA has been interpreted to impose strict, joint and several liability on responsible parties.  Many states have adopted programs similar to CERCLA.  Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities including nuclear facilities that have been or will be sold to decommissioning companies.  In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation.  Some disposal sites used by

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Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities.  Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs.  The affected Entergy subsidiaries have established provisions for the liabilities for such environmental clean-up and restoration activities.  Details of potentially material CERCLA and similar state program liabilities are discussed in the “Other Environmental Matters” section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA.  Under both options, CCRs that are beneficially reused in certain processes would remain excluded from hazardous waste regulation. In April 2015 the EPA published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria.  Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2018, Entergy has recorded asset retirement obligations related to CCR management of $18.4 million.

In December 2016 the Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law, which authorizes states to regulate coal ash rather than leaving primary enforcement to citizen suit actions. States may submit to the EPA proposals for a permit program. In September 2017 the EPA agreed to reconsider certain provisions of the CCR rule in light of the WIIN Act. In March 2018 the EPA published its proposed revisions to the CCR rule with comments due at the end of April 2018. In July 2018 the EPA released its initial revisions extending certain deadlines and incorporating some risk-based standards. The EPA is expected to release additional revisions in another rulemaking. In August 2018 the D.C. Circuit vacated several provisions of the CCR rule on the basis that they were inconsistent with the Resource Conservation and Recovery Act and remanded the matter to the EPA to conduct further rulemaking.

Pursuant to the EPA Rule, Entergy operates groundwater monitoring systems surrounding its coal combustion residual landfills located at White Bluff, Independence, and Nelson. Monitoring to date has detected concentrations of certain listed constituents in the area, but has not indicated that these constituents originated at the active landfill cells. Reporting has occurred as required, and detection monitoring will continue as the rule requires. In late-2017, Entergy determined that certain in-ground wastewater treatment system recycle ponds at its White Bluff and Independence facilities require management under the new EPA regulations. In order to meet these regulations, one of two recycle ponds at White Bluff commenced closure in October 2018. Additionally, the second recycle pond at White Bluff is planned for closure on or before October 31, 2020. Any potential requirements for corrective action or operational changes under the new EPA rule continue to be assessed. Notably, ongoing litigation has resulted in the EPA’s continuing review of the rule. Consequently, the nature and cost of additional corrective action requirements may depend, in part, on the outcome of the EPA’s review.

Other Environmental Matters

Entergy Louisiana and Entergy Texas

Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931.  Coal tar, a

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by-product of the distillation process employed at MGPs, apparently was routed to a portion of the property for disposal.  The same area also has been used as a landfill.  In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site.  In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center.  In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface.  In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site.  The groundwater monitoring study commenced in January 2006 and is continuing.  The EPA released the second Five Year Review in 2015. The EPA indicated that the current remediation technique was insufficient and that Entergy would need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and suggesting installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy is awaiting comments and direction from the EPA on the Focused Feasibility Study and potential remedy selection.  In early 2017 the EPA indicated that the new remedial method, a waterloo barrier, may not be necessary and requested revisions to the Focused Feasibility Study. The EPA plans to provide comments on the revised 2017 Focused Feasibility Study in the next Five Year Review in 2020. Entergy is continuing discussions with the EPA regarding the ongoing actions at the site.

Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy subsidiaries sent transformers to this facility.  Entergy Arkansas, Entergy Louisiana, and Entergy Texas responded to an information request from the TCEQ.  Entergy Louisiana and Entergy Texas joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site.  Current estimates, although variable depending on ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be approximately $1.5 million to $2 million.  Remediation activities continue at the site.

Entergy Texas

In December 2016 a transformer inside the Hartburg, Texas Substation had an internal fault resulting in a release of approximately 15,000 gallons of non-PCB mineral oil. Cleanup ensued immediately; however, rain caused much of the oil to spread across the substation yard and into a nearby wetland. The Texas Commission on Environmental Quality (TCEQ) and the National Response Center were immediately notified, and the TCEQ responded to the site approximately two hours after the cleanup was initiated. The remediation liability is estimated at $2.2 million; however, this number could fluctuate depending on the remediation extent and wetland mitigation requirements. In July 2017, Entergy entered into the Voluntary Cleanup Program with the TCEQ. Additional direction is expected from the TCEQ regarding final remediation requirements for the site. In November 2017, additional soil sampling was completed in the wetland area and, in February 2018, a site summary report of findings was submitted to the TCEQ. The TCEQ responded in June 2018 and has requested an ecological exclusion criteria checklist/Tier II screening-level ecological risk assessment, and additional site assessment, additional soil samples, groundwater samples, and some additional diagrams and maps. Entergy has developed and is implementing a response plan addressing the TCEQ’s requests.

Litigation

Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments.  Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs

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in personal injury, property damage, and business tort cases.  The litigation environment in these states poses a significant business risk to Entergy.

Ratepayer and Fuel Cost Recovery Lawsuits  (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.
Asbestos Litigation(Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas)

See Note 8 to the financial statements for a discussion of this litigation.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers.  As of December 31, 2018, Entergy subsidiaries employed 13,688 people.

Utility:
Entergy Arkansas1,258
Entergy Louisiana1,656
Entergy Mississippi713
Entergy New Orleans278
Entergy Texas600
System Energy
Entergy Operations3,479
Entergy Services3,525
Entergy Nuclear Operations2,127
Other subsidiaries52
Total Entergy13,688

Approximately 4,700 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, and Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Copies of the reports that Entergy files with the SEC can be obtained at the SEC’s website.


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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information.  Filings made with the SEC are posted and available without charge on Entergy’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.  These filings include annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; proxy statements; and any amendments to those reports or statements.  All such postings and filings are available on Entergy’s Investor Relations website free of charge.  Entergy is providing the address to its internet site solely for the information of investors and does not intend the address to be an active link.  The contents of the website are not incorporated into this report.



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RISK FACTORS

Investors should review carefully the following risk factors and the other information in this Form 10-K.  The risks that Entergy faces are not limited to those in this section.  There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy’s financial condition, results of operations, and liquidity.  See “FORWARD-LOOKING INFORMATION.”

Utility Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that can be lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.
The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance costs, allowed rates of return, financing costs, and related costs of service.  These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy.  These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment, including adjustment upon the initiative of a regulator or affected stakeholders.

In addition, regulators may initiate proceedings to investigate the prudence of costs in the Utility operating companies’ base rates and examine, among other things, the reasonableness or prudence of the companies’ operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates.  The regulators may disallow costs subject to their jurisdiction found not to have been prudently incurred or found not to have been incurred in compliance with applicable tariffs, creating some risk to the ultimate recovery of those costs.  Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates.  Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates.  Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings. 

The base rates of Entergy Texas are established largely in traditional base rate case proceedings. Apart from base rate proceedings, Entergy Texas has also filed to use rate riders to recover the revenue requirements associated with certain authorized historical costs. For example, Entergy Texas has recovered distribution-related capital investments through the distribution cost recovery factor rider mechanism, transmission-related capital investments and certain non-fuel MISO charges through the transmission cost recovery factor rider mechanism, and MISO fuel and energy-related costs through the fixed fuel factor mechanism. Entergy Texas is also required to make a filing every three years, at a minimum, reconciling its fuel and purchased power costs and fuel factor revenues. In the course of this reconciliation, the PUCT determines whether eligible fuel and fuel-related expenses and revenues are necessary and reasonable, and makes a prudence finding for each of the fuel-related contracts for the reconciliation period.

Between base rate cases, Entergy Arkansas and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize a forward test year (Entergy Arkansas) or forward-looking features (Entergy Mississippi). In response to Entergy Arkansas’s application for a general change in rates in 2015, the APSC approved the formula rate plan tariff proposed by Entergy Arkansas including its use of a projected year test period and an initial five-year term. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’s formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an

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application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved and MPSC-approved tariffs, respectively.

Entergy Louisiana historically sets electric base rates annually through a formula rate plan using an historic test year. The form of the formula rate plan, on a combined basis, was approved in connection with the business combination of Entergy Louisiana and Entergy Gulf States Louisiana and largely followed the formula rate plans that were approved by the LPSC in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate plan has been extended through the test year 2019; certain modifications were made in that extension, including a decrease to the allowed return on equity and the addition of a transmission cost recovery mechanism. The formula rate plan continues to include exceptions from the rate cap and sharing requirements for certain large capital investment projects, including acquisition or construction of generating facilities and purchase power agreements approved by the LPSC and as noted, for certain transmission investment, among other items. MISO fuel and energy-related costs are recoverable in Entergy Louisiana’s fuel adjustment clause. In the event that the electric formula rate plan is not renewed or extended, Entergy Louisiana would revert to the more traditional rate case environment.

Entergy New Orleans previously operated under a formula rate plan that ended with the 2011 test year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented in connection with the most recent base rate case that is filed regarding its electric and gas operations. Entergy New Orleans filed its most recent rate case in September 2018 and expects a decision by the City Council later in 2019, with rates to become effective as of August 2019.

The rates of System Energy are established by the FERC, and the costs allowed to be charged pursuant to these rates are, in turn, passed through to the participating Utility operating companies through the Unit Power Sales Agreement, which allows monthly adjustments to reflect the current operating costs of, and investment in, Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.  For information regarding rate case proceedings and formula rate plans applicable to the Utility operating companies, see Note 2 to the financial statements.

The Utility operating companies recover fuel, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment.  Because regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred, including the cost of replacement power purchased when generators experience outages, with the possibility of refunds to ratepayers, there exists some risk to the ultimate recovery of those costs.  Regulators may also initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

The Utility operating companies’ cash flows can be negatively affected by the time delays between when gas, power, or other commodities are purchased and the ultimate recovery from customers of the costs in rates.  On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating

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companies may agree to defer recovery of a portion of that period’s fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies.  For a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power costs recovery, see Note 2 to the financial statements.
There remains uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies.

The Utility operating companies historically engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that had been approved by the FERC. The System Agreement terminated in its entirety on August 31, 2016.

There remains uncertainty regarding the long-term effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it had been in existence. In the absence of the System Agreement, there remains uncertainty around the effectiveness of governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement terminated in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing of payments made by Entergy Arkansas under the System Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

For further information regarding the regulatory proceedings relating to the System Agreement, see Note 2 to the financial statements.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways that cause additional risk.

The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. MISO is currently evaluating through its stakeholder process potential changes in the transmission project criteria in MISO. These changes, if adopted, could potentially result in a larger volume of competitively bid and regionally cost allocated transmission projects. In addition to the cash and financing-related risks arising from the potential additional cost allocation to the Utility operating companies from these projects, there is a risk that the Utility operating companies’ business and financial position could be harmed as a result of lost investment opportunities and other effects that flow from an increased number of competitive projects being approved

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and constructed that are interconnected with their transmission systems. Further, the terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by the FERC. The operation of the Utility operating companies’ transmission system pursuant to the MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make periodic filings setting forth the results of analysis of the costs and benefits realized from MISO membership as well as the projected costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO. These filings have been submitted periodically by each of the Utility operating companies as required by their respective retail regulators, and the outcome of the resulting proceedings may affect the Utility operating companies’ continued membership in MISO.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

A delay or failure in recovering amounts for storm restoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy’s and its Utility operating companies’ results of operations, liquidity, and financial condition can be materially affected by the destructive effects of severe weather.  Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages.  A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

Nuclear Operating, Shutdown and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy)

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be successful, and lower capacity factors could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy, and Entergy Wholesale Commodities.  Nuclear plant operations involve substantial fixed operating costs.  Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors, consistent with safety requirements. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs.  For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations.  Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power.  Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners periodically shut down their nuclear power plants to replenish fuel.  Plant maintenance and upgrades are often scheduled during such refueling outages.  If refueling outages last longer than anticipated or if unplanned outages arise, Entergy’s and their results of operations, financial condition, and liquidity could be materially affected.

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Outages at nuclear power plants to replenish fuel require the plant to be “turned off.”  Refueling outages generally are planned to occur once every 18 to 24 months and average approximately 30 days in duration.  Plant maintenance and upgrades are often scheduled during such planned outages, which often extends the planned outage duration.  When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may increase.  Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment, and fabrication). These risks could materially affect Entergy’s and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy’s nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through 2019 and beyond.  The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the Palisades, Pilgrim, Indian Point 2 and Indian Point 3 plants over the next three years. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past, and may be subject to increased volatility due to the imposition of tariffs or shifting trade arrangements between countries.  Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price changes could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.  The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations, suspend, or revoke their licenses, or increase oversight of their nuclear plants, which could materially affect Entergy’s and their results of operations, financial condition, and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants.  The NRC may modify, suspend, or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, related regulations, or the terms of the licenses for nuclear facilities. Interested parties may also intervene which could result in prolonged proceedings. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses, or the NRC’s interpretation thereof, may require

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a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy.  A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.For additional information concerning the current classification of the plants owned by Entergy Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see “Regulation of Entergy’s Business- Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process” in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by one of these companies, as well as those owned by others, may lead to a change in laws or regulations or the terms of the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties.  As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially affect the financial condition, results of operations, and liquidity of Entergy, certain of the Utility operating companies, System Energy, or Entergy Wholesale Commodities. 

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially affect Entergy’s and  their results of operations, financial condition, and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy,and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s.  Older equipment may require more capital expenditures to keep each of these nuclear power plants operating safely and efficiently.  This equipment is also likely to require periodic upgrading and improvement.  Any unexpected failure, including failure associated with breakdowns, forced outages, or any unanticipated capital expenditures, could result in increased costs, some of which costs may not be fully recoverable by the Utility operating companies and System Energy in regulatory proceedings should there be a determination of imprudence.  Operations at any of the nuclear generating units owned and operated by Entergy’s subsidiaries could degrade to the point where the affected unit needs to be shut down or operated at less than full capacity.  If this were to happen, identifying and correcting the causes may require significant time and expense.  A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity.  For the Utility operating companies and System Energy, this could result in certain costs being stranded and potentially not fully recoverable in regulatory proceedings. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. In addition, the operation and maintenance of Entergy’s nuclear facilities require the commitment of substantial human resources that can result in increased costs.

The nuclear industry continues to address susceptibility to the effects of stress corrosion cracking and other corrosion mechanisms on certain materials within plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy’s nuclear power plants that may need to be replaced or refurbished, and in some cases, parts are no longer available and have to be reverse-engineered for replacement.  In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.


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The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel disposal facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs for the on-site storage of spent nuclear fuel.  The approval of a license for a national repository for the disposal of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs associated with on-site storage of spent nuclear fuel.  For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the NRC licensing of the Yucca Mountain repository is effectively at a standstill. These actions are prolonging the time before spent fuel is removed from Entergy’s plant sites.  Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach.  Furthermore, Entergy is uncertain as to when the DOE will commence acceptance of spent fuel from its facilities for storage or disposal.  As a result, continuing future expenditures will be required to increase spent fuel storage capacity at the companies’ nuclear sites and maintenance costs on existing storage facilities, including aging management of fuel storage casks, may increase.  The costs of on-site storage are also affected by regulatory requirements for such storage.  In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the ability to fully decommission the nuclear units and the costs relating to decommissioning.  For further information regarding spent fuel storage, see the “Critical Accounting EstimatesNuclear Decommissioning CostsSpent Fuel Disposal” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 8 to the financial statements.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material effect on Entergy’s and their results of operations, financial condition, or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere.  The Price-Anderson Act limits each reactor owner’s public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool, which is referred to as Secondary Financial Protection, up to approximately $137.6 million per reactor.   With 99 reactors currently participating, this translates to a total public liability cap of approximately $14 billion per incident.  The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors.  As required by the Price-Anderson Act, the Utility operating companies, System Energy, and Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers, which is $450 million for each operating site.  Claims for any nuclear incident exceeding that amount are covered under Secondary Financial Protection.  As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the primary insurance coverage, each owner of a nuclear plant reactor, including Entergy’s Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary insurance level, up to a maximum of approximately $137.6 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.238 billion).  The retrospective premium payment is currently limited to approximately $21 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $137.6 million cap.

NEIL is a utility industry mutual insurance company, owned by its members, including the Utility operating companies, System Energy, and the owners of the Entergy Wholesale Commodities plants. All member plants could be subject to an annual assessment (retrospective premium of up to 10 times current annual premium for all policies) should the NEIL surplus (reserve) be significantly depleted due toinsured losses.  As of December 31, 2018, the maximum annual assessment amounts total $118 million for the Utility plants.  Retrospective premium insurance

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available through NEIL’s reinsurance treaty can cover the potential assessments and the Entergy Wholesale Commodities plants currently maintain the retrospective premium insurance to cover those potential assessments.

As an owner of nuclear power plants, Entergy participates in industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event.  Any resulting liability from a nuclear accident may exceed the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition, or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

The decommissioning trust fund assets for the nuclear power plants owned by the Utility operating companies, System Energy and the Entergy Wholesale Commodities nuclear plant owners may not be adequate to meet decommissioning obligations if market performance and other changes decrease the value of assets in the decommissioning trusts, if one or more of Entergy’s nuclear power plants is retired earlier than the anticipated shutdown date, if the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require significant additional funding.
Owners of nuclear generating plants have an obligation to decommission those plants.  Certain of the Utility operating companies, System Energy, and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose.  Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies.  Those rate collections, as adjusted from time to time by rate regulators, are generally based upon operating license lives and trust fund balances as well as estimated trust fund earnings and decommissioning costs.  Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds.

Under NRC regulations, nuclear plant owners are permitted to project the NRC-required decommissioning amount, based on an NRC formula or a site-specific estimate, and the amount that will be available in each nuclear power plant’s decommissioning trusts combined with any other decommissioning financial assurances in place.  The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process, or the anticipated actual completion of decommissioning if a site-specific estimate is used. If the projected amount of each individual plant’s decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations.  If the projected costs do not sufficiently reflect the actual costs required to decommission these nuclear power plants, or funding is otherwise inadequate, or if the formula, formula inputs, or site-specific estimate is changed to require increased funding, additional resources or commitments would be required.  Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the NRC’s formula.  The NRC may also require a plan for the provision of separate funding for spent fuel management costs.  In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of the Utility operating companies, System Energy, or Entergy Wholesale Commodities nuclear power plants or may restrict the decommissioning-related costs that can be paid from the decommissioning trusts.  As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

An early plant shutdown (either generally or relative to current expectations), poor investment results or higher than anticipated decommissioning costs (including as a result of changing regulatory requirements) could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Utility operating

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companies, System Energy or the Entergy Wholesale Commodities nuclear plant owners may be required to provide significant additional funds or credit support to satisfy regulatory requirements for decommissioning, which, with respect to the Utility operating companies, may not be recoverable from customers in a timely fashion or at all.

For further information regarding nuclear decommissioning costs, management’s decision to exit the merchant power business, the impairment charges that resulted from such decision, and the planned sales of Pilgrim and Palisades (which will include the transfer of each entity’s decommissioning trust), see the “Critical Accounting Estimates- Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy, the “Entergy Wholesale Commodities Exit from the Merchant Power Business” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, and Notes 9 and 14 to the financial statements.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants.  Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s, and owners of Entergy Wholesale Commodities nuclear power plants.  Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms.  For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates– Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation and decommissioning of Entergy’s nuclear power plants.

New and existing concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northern United States, which is where most of the current fleet of Entergy Wholesale Commodities nuclear power plants is located.  These concerns have led to, and may continue to lead to, various proposals to Federal regulators and governing bodies in some localities where Entergy’s subsidiaries own nuclear generating units for legislative and regulatory changes that might lead to the shutdown of nuclear units, additional requirements or restrictions related to spent nuclear fuel on-site storage and eventual disposal, or other adverse effects on owning, operating and decommissioning nuclear generating units.  Entergy vigorously responds to these concerns and proposals.  If any of the existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material effect on Entergy’s results of operations, financial condition, and liquidity.

(Entergy Corporation)

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized rate of return on their capital investments in non-utility businesses.  As a result, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.  As of December 31, 2018, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 98% in 2019, 94% in 2020, 91% in 2021, and 66% in 2022 of its generation portfolio’s planned energy output, reflecting the planned shutdown or sale of the Entergy Wholesale Commodities nuclear power plants by mid-2022.


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Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix.  The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not operating, the seller generally is not liable for damages.  For some unit-contingent obligations, however, there is also a guarantee of availability that provides for the payment to the power purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

Market prices may fluctuate substantially, sometimes over relatively short periods of time, and at other times experience sustained increases or decreases.  Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply.  During periods of over-supply, prices might be depressed.  Also, from time to time there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region. These conditions were primary factors leading to Entergy’s decision to shut down (or sell) Entergy Wholesale Commodities’ nuclear power plants before the end of their operating licenses (or requested operating licenses for Indian Point 2 and Indian Point 3).

The price that different counterparties offer for various products including forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements, and the number of available counterparties interested in contracting for the desired forward period.  Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities’ contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition, or liquidity.  New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Market and Credit Risk Sensitive Instruments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.  Since Entergy Wholesale Commodities has announced the closure (or sale) of its nuclear plants, Entergy Wholesale Commodities may enter into fewer forward sales contracts for output from such plants.

Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy’s control to a significant degree, are:

prevailing market prices for natural gas, uranium (and its conversion, enrichment, and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;
seasonality and realized weather deviations compared to normalized weather forecasts;
availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;
changes in production and storage levels of natural gas, lignite, coal and crude oil, and refined products;
liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;
the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;
electricity transmission, competing generation or fuel transportation constraints, inoperability, or inefficiencies;

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the general demand for electricity, which may be significantly affected by national and regional economic conditions;
weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;
the rate of growth in demand for electricity as a result of population changes, regional economic conditions, and the implementation of conservation programs or distributed generation;
regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities customers to enter into long-term contracts generally, and contracts for energy in particular;
increases in supplies due to actions of current Entergy Wholesale Commodities competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities, and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;
union and labor relations;
changes in Federal and state energy and environmental laws and regulations and other initiatives, such as the Regional Greenhouse Gas Initiative, including but not limited to, the price impacts of proposed emission controls;
changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and
natural disasters, terrorist actions, wars, embargoes, and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive regulation under federal, state, and local laws. Compliance with the requirements under these various regulatory regimes may cause the Entergy Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity.  Each of the owners of the Entergy Wholesale Commodities nuclear power plants that generates electricity, as well as Entergy Nuclear Power Marketing, LLC, is a “public utility” under the Federal Power Act by virtue of making wholesale sales of electric energy and/or owning wholesale electric transmission facilities.  The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates.  The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions.  In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation.  If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules.  This could have an adverse effect on the rates the Entergy Wholesale Commodities business charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules imposed by the existing Independent System Operators.  The Independent System Operators that oversee most of the wholesale power markets may impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets.  These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale

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Commodities business’ generation facilities that sell energy and capacity into the wholesale power markets. Further, the New York Independent System Operator could determine that the timing of the shutdown of the Indian Point units could be inconsistent with its market power rules, and impose certain penalties that could affect Entergy Wholesale Commodities. For further information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

The regulatory environment applicable to the electric power industry is subject to changes as a result of restructuring initiatives at both the state and federal levels. Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business.  In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost of operating nuclear power plants, and have made proposals to re-regulate the markets, impose a generation tax, or require divestitures by generating companies to reduce their market share.  Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models.  If competitive restructuring of the electric power markets is reversed, modified, discontinued, or delayed, the Entergy Wholesale Commodities business’ results of operations, financial condition, and liquidity could be materially affected.

The power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material effect on Entergy’s results of operations, financial condition or liquidity.

Entergy reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain.  Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from the operations of such assets.  Projected net cash flows depend on the expected operating life of the assets, the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy and capacity over the remaining life of the assets.  In particular, the assets of the Entergy Wholesale Commodities business are subject to further impairment in connection with the closure or sale of its nuclear power plants. Moreover, prior to the closure or sale of these plants, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows, a reduction in the expected remaining useful life of a unit, or a decline in observable industry market multiples could all result in potential additional impairment charges for the affected assets.

If Entergy concludes that any of its nuclear power plants is unlikely to operate through its planned shutdown date, which conclusion would be based on a variety of factors, such a conclusion could result in a further impairment of part or all of the carrying value of the plant.  Any impairment charge taken by Entergy with respect to its long-lived assets, including the power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Impairment of Long-lived Assets and Trust Fund Investments” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries and for further discussion of the impairment charges, see Note 14 to the financial statements.


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General Business

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices.  Disruptions in the capital and credit markets may adversely affect Entergy’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

Entergy’s business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms.  At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies and Entergy Wholesale Commodities.  In addition, Entergy’s and the Utility operating companies’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac in 2012.  The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, higher than expected pension contributions, an acceleration of payments or decreased credit lines, less cash flow from operations than expected, changes in regulation or governmental policy (including tax and trade policy), or other unknown events, could cause the financing needs of Entergy and its subsidiaries to increase.  In addition, accessing the debt capital markets more frequently in these situations may result in an increase in leverage.  Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries’ ability to maintain and to expand their businesses.  Events beyond Entergy’s control may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities.  Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come up for renewal.  Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities.  If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation’s ability to sustain its current common stock dividend level.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

A downgrade in Entergy Corporations or its subsidiariescredit ratings could negatively affect Entergy Corporations and its subsidiariesability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments, or repay certain indebtedness.

There are a number of factors that rating agencies evaluate to arrive at credit ratings for each of Entergy Corporation and the Registrant Subsidiaries, including each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and financial strength and liquidity.  If one or more rating agencies downgrade Entergy Corporation’s, any of the Utility operating companies’, or System Energy’s ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases, and other agreements.


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Most of Entergy Corporation’s and its subsidiaries’ large customers, suppliers, and counterparties require sufficient creditworthiness to enter into transactions.  If Entergy Corporation’s or its subsidiaries’ ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas, and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. At December 31, 2018, based on power prices at that time, Entergy had liquidity exposure of $126 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $52 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, 2018, Entergy would have been required to provide approximately $69 million of additional cash or letters of credit under some of the agreements. As of December 31, 2018, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $310 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

Recent U.S. tax legislation may materially adversely affect Entergy’s financial condition, results of operations, and cash flows.

The recently enacted Tax Cuts and Jobs Act of 2017 significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the federal corporate income tax rate, limiting interest deductions, and altering the expensing of capital expenditures. The legislation and interpretive guidance from the IRS are unclear in certain respects and will require further interpretations and implementing regulations by the IRS, as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

As further described in Note 3 to the financial statements, Entergy recorded a reduction of certain of its net deferred income tax assets (including the value of its net operating loss carryforwards) and regulatory liabilities, resulting in a charge against earnings in the fourth quarter 2017 of $526 million, including a $34 million net-of-tax reduction of regulatory liabilities, and Entergy and the Utility operating companies recorded a reduction of approximately $3.7 billion on a consolidated basis in certain of its net deferred tax liabilities and a corresponding increase in net regulatory liabilities. As a result of amortization of accumulated deferred income taxes and payment of such amounts to customers in 2018, Entergy’s net regulatory liability for income taxes balance is $2.1 billion as of December 31, 2018. Depending on the outcome of IRS examinations or tax positions and elections that Entergy may make, Entergy and the Registrant Subsidiaries may be required to record additional charges or credits to income tax expense. Further, there may be other material effects resulting from the legislation that have not been identified.

Entergy believes that interpretations and implementing regulations by the IRS, as well as potential amendments and technical corrections, could result in lessening the impacts of certain aspects of this legislation. If Entergy is unable to successfully pursue avenues to manage the effects of the new tax legislation, or if additional interpretations, regulations, amendments, or technical corrections exacerbate the effects of the legislation, the legislation could have a material effect on Entergy’s results of operations, financial condition, and cash flows.

For further information regarding the effects of the Act, see the “Income Tax Legislation” section of Management’s Financial Discussion and Analysis for Entergy. Also, Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition and liquidity.


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Entergy and its subsidiaries make judgments regarding the potential tax effects of various transactions and results of operations to estimate their obligations to taxing authorities.  These tax obligations include income, franchise, real estate, sales and use, and employment-related taxes.  These judgments include provisions for potential adverse outcomes regarding tax positions that have been taken.  Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements.  Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, see Note 3 to the financial statements.

Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. For example, Entergy announced that on July 30, 2018, it entered into purchase and sale agreements with Holtec International to sell to a Holtec subsidiary (i) 100% of the equity interests in Entergy Nuclear Generation Company, the owner of the Pilgrim Nuclear Power Station, and (ii) 100% of the equity interests in Entergy Nuclear Palisades, LLC, the owner of the Palisades Nuclear Power Plant and the Big Rock Point Site. In addition, as part of Entergy’s plan to exit the merchant power business, it plans to shut down its remaining merchant nuclear power plants by mid-2022. Last, as further described in the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy, a significant portion of Entergy’s utility business over the next several years includes the construction and /or purchase of a variety of generating units. These transactions and plans are or may become subject to regulatory approval and other material conditions or contingencies. The failure to complete these transactions or plans or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, these transactions, and any completed or future strategic transactions, involve substantial risks, including the following:

the disposition of a business or asset may involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities, or other current or contingent financial obligations;
Entergy may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner when it decides to sell an asset or a business, which could delay the accomplishment of its strategic objectives. Alternatively, Entergy may dispose of a business or asset at a price or on terms that are less than what it had anticipated, or with the exclusion of assets that must be divested or run off separately;
the disposition of a business could result in impairments and related write-offs of the carrying values of the relevant assets;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
Entergy and/or its subsidiaries may assume liabilities that were not disclosed to them, that exceed their estimates, or for which their rights to indemnification from the seller are limited;
the disposition of a business, including Entergy’s planned exit from the merchant power business, could divert management’s attention from other business concerns;
Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable

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to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and
Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

Entergy may not be successful in managing these or any other significant risks that it may encounter in acquiring or divesting a business, or engaging in other strategic transactions, which could have a material effect on its business.

The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially affected.

Entergy’s and the Utility operating companies’ ability to complete construction of power generation facilities, or make other capital improvements, in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  These variables include, but are not limited to, project management expertise and escalating costs for materials, labor, and environmental compliance.  Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs,  downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale Commodities business may occur that may materially affect the schedule, cost, and performance of these projects.  If these projects or other capital improvements are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project.  In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost.

For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction and/or purchase of additional generation supply sources within the Utility operating companies’ service territory, and as to the Entergy Wholesale Commodities business, see the “Capital Expenditure Plans and Other Uses of Capital” section of Management’s Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs to fulfill their obligations related to environmental and other matters.

The businesses in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business operate are subject to extensive environmental regulation by local, state, and federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business conduct their operations and make capital expenditures.  These laws and regulations also affect how the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business manage air emissions, discharges to water, wetlands impacts, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, certain migratory birds and eagles, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting and enforcement discretion vested in the implementing agencies.  Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures.  Violations of these requirements can subject the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable

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permits or standards.  In addition, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances have been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions from generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, or are revised or withdrawn by the EPA, sometimes resulting in large-scale changes to anticipated regulatory regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes.  Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues are discussed below.

Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain, or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs.  For further information regarding environmental regulation and environmental matters, see the “Regulation of Entergys Business– Environmental Regulation” section of Part I, Item 1.

The Utility operating companies, System Energy, and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy’s business is subject to extensive and mandatory reliability standards.  Such standards, which are established by the North American Electric Reliability Corporation (NERC), the SERC Reliability Corporation (SERC), and other regional enforcement entities, are approved by the FERC and frequently are reviewed, amended, and supplemented.  Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards.  The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies.  In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets.  In addition, the retail regulators of the Utility operating companies may seek to impose standards governing the reliable operation of the Utility operating companies’ distribution systems, including penalties if these standards are not met. The changes to the reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities businesses.

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Weather, economic conditions, technological developments, and other factors may have a material impact on electricity and gas usage and otherwise materially affect the Utility operating companiesresults of operations.

Temperatures above normal levels in the summer tend to increase electric cooling demand and revenues, and temperatures below normal levels in the winter tend to increase electric and gas heating demand and revenues.  As a corollary, moderate temperatures in either season tend to decrease usage of energy and resulting revenues.  Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters.  Extreme weather conditions or storms,  however, may stress the Utility operating companies’ generation facilities and transmission and distribution

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systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction.  These extreme conditions could have a material effect on the Utility operating companies’ financial condition, results of operations, and liquidity.

Entergy’s electricity sales volumes are affected by a number of factors, including economic conditions, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, new technologies and self-generation alternatives, including the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting effect on Entergy’s operating results.  Others, such as the increasing adoption of energy efficient appliances, new building codes, distributed energy resources, energy storage, demand side management and new technologies such as rooftop solar are having a more permanent effect of reducing sales growth rates from historical norms. As a result of these emerging efficiencies and technologies, the Utility operating companies may lose customers or experience lower usage per customer in the residential and commercial classes, and further advances have the potential to limit sales growth in the future. The Utility operating companies also may face competition from other companies offering products and services to Entergy’s customers based on new or emerging technologies. In addition, electricity sales to industrial customers, in particular, benefit from steady economic growth and favorable commodity prices; however, they are sensitive to changes in conditions in the markets in which its customers operate.  Any negative change in any of these or other factors has the potential to result in slower sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase renewable energy requirements or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.  For example, in response to the United States Supreme Court’s 2007 decision holding that the EPA has authority to regulate emissions of CO2 and other “greenhouse gases” under the Clean Air Act, the EPA, various environmental interest groups, and other organizations focused considerable attention on CO2 emissions from power generation facilities and their potential role in climate change.  In 2010, the EPA promulgated its first regulations controlling greenhouse gas emissions from certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units.  During 2012 and 2014, the EPA proposed CO2 emission standards for new and existing sources. The EPA finalized these standards in 2015; however, in subsequent years the EPA has proposed to repeal and replace certain of those regulations. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California. The impact that continued changes in the governmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions is currently unclear.

Developing and implementing plans for compliance with greenhouse gas emissions reduction or renewable energy requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects; moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.  These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.  To

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the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might deny or defer timely recovery of these costs.  Future changes in environmental regulation governing the emission of CO2 and other greenhouse gases or mix of generation sources could make some of Entergy’s electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries.  In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.  These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.  Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.  A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, and lower customer satisfaction.  Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.  Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.  Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.  Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.  Accordingly, water availability and quality are critical to Entergy’s business operations.  Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.  Entergy also obtains and operates in substantial compliance with water discharge permits issued under various provisions of the Clean Water Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater aquifer volumes, and similar conditions.  The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.


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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially affect Entergy’s and its subsidiaries’ results of operations, financial condition, and liquidity.

To manage near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, coal, refined products, and other commodities, within established risk management guidelines.  As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.  However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time.  In addition, Entergy also elects to leave certain volumes during certain years unhedged.  To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy’s and its subsidiaries’ results of operations and financial position.

Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities.  As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations, or financial position.

Entergy’s over-the-counter financial derivatives are subject to rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Entergy cannot predict the impact any proposed or not fully-implemented final rules will have on its ability to hedge its commodity price risk or on over-the-counter derivatives markets as a whole, but such rules and regulations could have a material effect on Entergy's risk exposure, as well as reduce market liquidity and further increase the cost of hedging activities.

Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities.  Reductions in Entergy’s or its subsidiaries’ credit quality or changes in the market prices of energy commodities could increase the cash or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy’s or its subsidiaries’ liquidity and financial position.

The Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations.  Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Entergy or its subsidiaries.  If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, which credit support may not always be adequate to cover the related obligations.  In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.  In addition, the credit commitments of Entergy’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources.

Market performance and other changes may decrease the value of benefit plan assets, which then could require additional funding and result in increased benefit plan costs.


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The performance of the capital markets affects the values of the assets held in trust under Entergy’s pension and postretirement benefit plans.  A decline in the market value of the assets may increase the funding requirements relating to Entergy’s benefit plan liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs.  Volatility in the capital markets has affected the market value of these assets, which may affect Entergy’s planned levels of contributions in the future.  Additionally, changes in interest rates affect the liabilities under Entergy’s pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding and recognition of higher liability carrying costs.  The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations.  For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the financial statements.

The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters.  The states in which the Utility operating companies operate, in particular Louisiana, Mississippi, and Texas, have proven to be unusually litigious environments.  Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases.  Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

Domestic or international terrorist attacks, cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ or their suppliers’ technology systems may adversely affect Entergy’s results of operations.

As an operator of critical infrastructure, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism and cyber attacks, by domestic or foreign actors, whether as a direct act against one of Entergy’s generation, transmission or distribution facilities, or operations centers, or infrastructure and information technology systems used to manage, monitor, and transport power to customers and perform day-to-day business functions. In addition, Entergy has increased its use of and reliance on the Internet in connection with its initiatives, including smart-grid-related projects. The Internet is inherently vulnerable and subject to disability or failure due to malicious activity, viruses, and other types of security events that would heighten the risk of a cyber attack. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct its business. While malware was discovered on Entergy’s business network in 2018, and was remediated on a timely basis, it did not affect Entergy’s operational systems, generation plants (including nuclear), or transmission and distribution networks, nor did it have a material effect on Entergy’s business operations. Additionally, within Entergy’s industry, there have been attacks on energy infrastructure. Although it appears that the impact of such attacks on operations has been minimal to date, there may be more attacks in the future and the impact of such attacks may be significant. This risk may be enhanced by the efforts of cyber actors associated with governments that have carried out campaigns of cyber-enabled theft targeting global technology service providers and their customers. The Utility operating companies also face heightened risk of an act or threat by cyber criminals intent on accessing personal information for the purpose of committing identity theft, taking company-sensitive data, or disrupting their ability to operate.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with mandatory and prescriptive reliability and security standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential existing and new threats that could lead to

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unauthorized access to or loss of availability of critical systems essential to the reliable operation of Entergy’s electric system. Moreover, the functionality of Entergy’s technology systems depends on both its and third-party systems to which Entergy is connected directly or indirectly (such as systems belonging to suppliers, vendors and contractors, including cloud-service providers supporting business operations). While Entergy has processes in place to assess systems of certain of these suppliers, vendors and contractors, Entergy does not ultimately control the adequacy of their defenses against cyber and other attacks, but has implemented oversight measures to assess maturity and manage third-party risk. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.
Any such attacks, failures or breaches could have a material effect on Entergy’s and the Utility operating companies’ business, financial condition, results of operations or reputation. Insurance may not be adequate to cover losses that might arise in connection with these events. The risk of such attacks, failures, or breaches may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its power generation, transmission, and distribution assets and other facilities, such as additional physical facility security and security personnel, and for systems to protect its information technology and network infrastructure systems. Such events may also expose Entergy to an increased risk of litigation (and associated damages and fines).

(Entergy New Orleans)

The effect of higher purchased gas cost charges to customers taking gas service may adversely affect Entergy New Orleans’s results of operations and liquidity.

Gas rates charged to retail gas customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy New Orleans, and distribution charges, which provide a return or profit to the utility.  Distribution charges are affected by the amount of gas sold to customers.  Purchased gas cost charges, which comprise most of a customer’s bill and may be adjusted monthly, represent gas commodity costs that Entergy New Orleans recovers from its customers.  Entergy New Orleans’s cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers occurs.  When purchased gas cost charges increase substantially reflecting higher gas procurement costs incurred by Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy New Orleans, which could adversely affect results of operations.

(System Energy)

System Energy owns and, through an affiliate, operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf.  Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy.  The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which expires in November 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. The Unit Power Sales Agreement is currently the subject of several litigation proceedings at the FERC, including a challenge with respect to System Energy’s authorized return on equity and capital structure. See Note 2 to the financial statements for further discussion of the proceedings.


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For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy (including the Capital Funds Agreement), see Notes 8 and 10 to the financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries.  Accordingly, all of its operations are conducted by its subsidiaries.  Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and to pay dividends on its common stock depends on the payment to it of dividends or distributions by its subsidiaries.  The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions.  Provisions in the articles of incorporation of certain of Entergy Corporation’s subsidiaries restrict the payment of cash dividends to Entergy Corporation.  For further information regarding dividend or distribution restrictions to Entergy Corporation, see Note 7 to the financial statements.


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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In November 2017, Entergy Arkansas filed an application with the APSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Arkansas to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. Entergy Arkansas also filed a notice with the Missouri Public Service Commission in December 2017 out of an abundance of caution, although Entergy Arkansas does not serve any retail customers in Missouri. In April 2018 the Missouri Public Service Commission approved Entergy Arkansas’s filing. In July 2018, Entergy Arkansas filed a settlement, reached by all parties in the APSC proceeding, resolving all issues. The APSC approved the settlement agreement and restructuring in August 2018. Pursuant to the settlement agreement, Entergy Arkansas will credit retail customers $39.6 million over six years, beginning in 2019. Entergy Arkansas also received the required FERC and NRC approvals.
In November 2018, Entergy Arkansas undertook a multi-step restructuring, including the following:
Entergy Arkansas, Inc. redeemed its outstanding preferred stock at the aggregate redemption price of approximately $32.7 million.
Entergy Arkansas, Inc. converted from an Arkansas corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Arkansas, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (Entergy Arkansas Power), and Entergy Arkansas Power assumed substantially all of the liabilities of Entergy Arkansas, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Arkansas, Inc. remained in existence and held the membership interests in Entergy Arkansas Power.
Entergy Arkansas, Inc. contributed the membership interests in Entergy Arkansas Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Arkansas Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
In December 2018, Entergy Arkansas, Inc. changed its name to Entergy Utility Property, Inc., and Entergy Arkansas Power then changed its name to Entergy Arkansas, LLC. Entergy Arkansas, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Arkansas, Inc. The transaction was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $112.9 million primarily due to a lower effective income tax rate and higher net revenue, each after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes, partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and lower other income.

2017 Compared to 2016

Net income decreased $27.4 million primarily due to higher nuclear refueling outage expenses, higher depreciation and amortization expenses, higher taxes other than income taxes, and higher interest expense, partially offset by higher other income.


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Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$1,522.6
Return of unprotected excess accumulated deferred income taxes to customers(367.7)
Formula rate plan regulatory provision(35.1)
Retail electric price84.8
Volume/weather86.5
Other14.7
2018 net revenue
$1,305.8

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The formula rate plan regulatory provision is due to a provision recorded in the fourth quarter 2018 in connection with the 2019 formula rate plan filing that will be made in July 2019 associated with 2018. The provision is the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on common equity. See Note 2 to the financial statements for a discussion of the formula rate plan.
The retail electric price variance is primarily due to an increase in formula rate plan rates effective with the first billing cycle of January 2018 and an increase in the energy efficiency rider effective January 2018, each as approved by the APSC. See Note 2 to the financial statements for further discussion of the formula rate plan filing.
The volume/weather variance is primarily due to an increase of 1,637 GWh, or 8%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to a new customer in the primary metals industry and an increase in demand from mid-size to small customers.    
2017 Compared to 2016

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 2017 to 2016.

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Amount
(In Millions)
2016 net revenue
$1,520.5
Retail electric price33.8
Opportunity sales5.6
Asset retirement obligation(14.8)
Volume/weather(29.0)
Other6.5
2017 net revenue
$1,522.6

The retail electric price variance is primarily due to the implementation of formula rate plan rates effective with the first billing cycle of January 2017 and an increase in base rates effective February 24, 2016, each as approved by the APSC. A significant portion of the base rate increase was related to the purchase of Power Block 2 of the Union Power Station in March 2016. The increase was partially offset by decreases in the energy efficiency rider, as approved by the APSC, effective April 2016 and January 2017. See Note 2 to the financial statements for further discussion of the rate case and formula rate plan filings. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The opportunity sales variance results from the estimated net revenue effect of the 2017 and 2016 FERC orders in the opportunity sales proceeding attributable to wholesale customers. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and decommissioning trust fund earnings plus asset retirement obligation-related costs collected in revenue. The variance is primarily caused by a decrease in regulatory credits because of an increase in decommissioning trust fund earnings, including portfolio rebalancing for the ANO 1 and ANO 2 decommissioning trust funds.
The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales during the billed and unbilled sales periods. The decrease was partially offset by an increase of 733 GWh, or 11%, in industrial usage primarily due to a new customer in the primary metals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $16 million in energy efficiency costs;
an increase of $10.4 million in fossil-fueled generation expenses primarily due to higher long-term service agreement costs and higher labor costs in 2018 as compared to 2017;
an increase of $4.4 million in information technology expenses primarily due to higher labor costs and higher contract costs; and
an increase of $4 million as a result of the amount of transmission costs allocated by MISO.

The increase was partially offset by higher nuclear insurance refunds of $6.5 million and the receipts of stator-related settlements of $6.2 million in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.


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Other income decreased primarily due to changes in decommissioning trust fund investment activity, including portfolio rebalancings for the decommissioning trust funds in 2018 and 2017.

2017 Compared to 2016

Nuclear refueling outage expenses increased primarily due to the amortization of higher costs associated with the most recent outages compared to previous outages.

Other operation and maintenance expenses increased primarily due to:

the deferral in the first quarter 2016 of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance, as approved by the APSC as part of the 2015 rate case settlement. These costs are being amortized over a ten-year period beginning March 2016. See Note 2 to the financial statements for further discussion of the rate case settlement;
an increase of $9.5 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs and higher labor costs, including contract labor;
an increase of $5.9 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016; and
the effect of recording in July 2016 the final court decision in a lawsuit against the DOE related to spent nuclear fuel storage costs. The damages awarded included the reimbursement of $5.5 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense. See Note 8 to the financial statements for further discussion of Entergy Arkansas’s spent nuclear fuel litigation.

The increase was partially offset by:

a decrease of $16 million in nuclear generation expenses primarily due to a decrease in regulatory compliance costs compared to the prior year, partially offset by higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals. The decrease in regulatory compliance costs is primarily related to NRC inspection activities in 2016 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. See Note 8 to the financial statements for a discussion of the ANO stator incident and subsequent NRC reviews;
a decrease of $11.5 million in energy efficiency expenses primarily due to the timing of recovery from customers; and
a decrease of $5.2 million in fossil-fueled generation expenses primarily due to lower long-term service agreement costs, partially offset by an overall higher scope of work including plant outages in 2017 as compared to 2016.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes primarily due to higher assessments and higher millage rates and an increase in local franchise taxes primarily due to higher billing factors.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Block 2 of the Union Power Station purchased in March 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

Other income increased primarily due to higher realized gains in 2017 compared to 2016 on the decommissioning trust fund investments, including portfolio rebalancings for the decommissioning trust funds.

Interest expense increased primarily due to:

an increase of $3.3 million in estimated interest expense recorded in connection with the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding;

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and
the issuance in May 2017 of $220 million of 3.5% Series first mortgage bonds and the issuance in June 2016 of $55 million of 3.5% Series first mortgage bonds, partially offset by the redemption in July 2016 of $60 million of 6.38% Series first mortgage bonds and the redemption in February 2016 of $175 million of 5.66% Series first mortgage bonds. See Note 5 to the financial statements for further discussion of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 were 669.7%, 40.1%, and 39.2%, respectively. The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$6,216
 
$20,509
 
$9,135
      
Net cash provided by (used in):   
  
Operating activities211,825
 555,556
 676,511
Investing activities(688,727) (829,312) (947,995)
Financing activities470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents(6,097) (14,293) 11,374
      
Cash and cash equivalents at end of period
$119
 
$6,216
 
$20,509

Operating Activities

Net cash flow provided by operating activities decreased $343.7 million in 2018 primarily due to:

the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act;
payments of $135 million to the other Utility operating companies as a result of a compliance filing made in response to the FERC’s October 2018 order in the opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and

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income tax payments of $44.4 million in 2018 compared to income tax refunds of $8.1 million in 2017. Entergy Arkansas had income tax payments in 2018 and income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 audit. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses.

The decrease was partially offset by:

the timing of recovery of fuel and purchased power costs;
the effect of favorable weather on billed sales;
the timing of collection of receivables from customers; and
a decrease of $15.6 million in pension contributions in 2018. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates” below and Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

Net cash flow provided by operating activities decreased $121 million in 2017 primarily due to income tax refunds of $8.1 million in 2017 compared to income tax refunds of $135.7 million in 2016. Entergy Arkansas had income tax refunds in 2016 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Arkansas’s net operating losses. The 2016 income tax refunds resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit. See Note 3 to the financial statements for a discussion of the income tax audit.

Investing Activities

Net cash flow used in investing activities decreased $140.6 million in 2018 primarily due to:

a decrease of $62.4 million in nuclear construction expenditures primarily due to a lower scope of work performed on various nuclear projects in 2018 as compared to 2017;
a decrease of $55.8 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle; and
a decrease of $23.5 million in fossil-fueled generation construction expenditures primarily due to the timing of outages and a lower scope of work performed on various projects in 2018 as compared to 2017.

Net cash flow used in investing activities decreased $118.7 million in 2017 primarily due to the purchase of Power Block 2 of the Union Power Station in March 2016 for approximately $237 million and a decrease of $35.5 million in transmission construction expenditures primarily due to a lower scope of work performed in 2017 as compared to 2016. See Note 14 to the financial statements for further discussion of the Union Power Station purchase.

The decrease was partially offset by:

an increase of $50.4 million in nuclear construction expenditures primarily due to a higher scope of work performed on various nuclear projects in 2017 as compared to 2016;
an increase of $37.7 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;
an increase of $32.9 million in information technology construction expenditures primarily due to increased spending on substation technology upgrades;
an increase of $22.3 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed on various projects in 2017 as compared to 2016; and
an increase of $11.2 million due to increased spending on advanced metering infrastructure.


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Financing Activities

Entergy Arkansas’s cash provided by financing activities increased $211.3 million in 2018 primarily due to:

a $350 million capital contribution from Entergy Corporation in May 2018 in anticipation of the return of unprotected excess accumulated deferred income taxes to customers and upcoming planned capital investments;
the repayment, in 2017, of Entergy Arkansas nuclear fuel company variable interest entity’s $60 million of 2.62% Series K notes;
the repayment, in 2017, of $54.7 million of 1.55% pollution control revenue bonds;
net long-term borrowings of $34.7 million in 2018 on the Entergy Arkansas nuclear fuel company variable interest entity credit facility; and
the issuance of $250 million of 4.0% Series first mortgage bonds in May 2018 as compared to the issuance of $220 million of 3.5% Series first mortgage bonds in May 2017.

The increase was partially offset by:

net repayments of short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2018 as compared to net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017;
money pool activity;
an increase of $76.8 million in common equity distributions paid in 2018 primarily to maintain Entergy Arkansas’s target capital structure; and
the redemption of $31 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock 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 $16.6 million in 2018 compared to increasing by $114.9 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow provided by financing activities decreased $23.4 million in 2017 primarily due to:

a $200 million capital contribution received from Entergy Corporation in March 2016 primarily in anticipation of Entergy Arkansas’s purchase of Power Block 2 of the Union Power Station;
the net issuance of $119.1 million of long-term debt in 2017 compared to the net issuance of $189.1 million of long-term debt in 2016; and
$15 million in common stock dividends paid in 2017 primarily to maintain Entergy Arkansas’s target capital structure. There were no common stock dividends paid in 2016 in anticipation of the purchase of Power Block 2 of the Union Power Station.

The decrease was partially offset by:

money pool activity;
the redemptions of $75 million of 6.45% Series preferred stock and $10 million of 6.08% Series preferred stock in 2016; and
net short-term borrowings of $50 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2017 compared to net repayments of $11.7 million in 2016.

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 $114.9 million in 2017 compared to decreasing by $1.5 million in 2016.

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See Note 5 to the financial statements for further details of long-term debt.

Capital Structure

Entergy Arkansas’s debt to capital ratio is shown in the following table. The decrease in the debt to capital ratio for Entergy Arkansas is primarily due to the $350 million capital contribution from Entergy Corporation in 2018.

 December 31,
2018
 December 31,
2017
Debt to capital52.0% 55.5%
Effect of excluding the securitization bonds(0.2%) (0.3%)
Debt to capital, excluding securitization bonds (a)51.8% 55.2%
Effect of subtracting cash—% —%
Net debt to net capital, excluding securitization bonds (a)51.8% 55.2%

(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. 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.

Entergy Arkansas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Arkansas may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Arkansas may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Arkansas requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Arkansas’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:   
  
Generation
$210
 
$220
 
$385
Transmission145
 95
 65
Distribution245
 270
 290
Utility Support130
 100
 75
Total
$730
 
$685
 
$815

Following are the amounts of Entergy Arkansas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023
 after 2023 Total
 (In Millions)
Long-term debt (a)
$136
 
$780
 
$489
 
$4,128
 
$5,533
Operating leases
$20
 
$26
 
$17
 
$24
 
$87
Purchase obligations (b)
$525
 
$966
 
$619
 
$3,800
 
$5,910

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Arkansas currently expects to contribute approximately $27.1 million to its qualified pension plans and approximately $501 thousand to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.  See “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Arkansas has $124.8 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Arkansas includes specific investments, such as transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including advanced meters and related investments; resource planning, including potential generation projects; system improvements; investments in ANO 1 and 2; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt maturities in Note 5 to the financial statements.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Arkansas pays distributions from its earnings at a percentage determined monthly.


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Advanced Metering Infrastructure (AMI)

In September 2016, Entergy Arkansas filed an application seeking a finding from the APSC that Entergy Arkansas’s deployment of AMI is in the public interest. Entergy Arkansas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Arkansas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $208 million.The filing identified a number of quantified and unquantified benefits, and Entergy Arkansas provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal net benefit to customers of $406 million. Entergy Arkansas also sought to continue to include in rate base the remaining book value of existing meters, which was approximately $57 million at December 31, 2015, that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Arkansas proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Deployment of the communications network began in 2018. Entergy Arkansas proposed to include the AMI deployment costs and the quantified benefits in future formula rate plan filings, and the 2018 costs were approved in the 2017 formula rate plan filing. In June 2017 the APSC staff and Arkansas Attorney General filed direct testimony. The APSC staff generally supported Entergy Arkansas’s AMI deployment conditioned on various recommendations. The Arkansas Attorney General’s consultant primarily recommended denial of Entergy Arkansas’s application but alternatively suggested recommendations in the event the APSC approves Entergy Arkansas’s proposal. Entergy Arkansas filed rebuttal testimony in June 2017, substantially accepting the APSC staff’s recommendations. In August 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement. In October 2017 the APSC issued an order finding that Entergy Arkansas’s AMI deployment is in the public interest and approving the settlement agreement subject to a minor modification. Entergy Arkansas expects to recover the undepreciated balance of its existing meters through a regulatory asset to be amortized over 15 years.

Sources of Capital

Entergy Arkansas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Arkansas may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.

All debt and common and preferred membership interest issuances by Entergy Arkansas require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in Entergy Arkansas’s bond indentures and other agreements.  Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Arkansas’s payables to the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$182,738 $166,137 $51,232 $52,742

See Note 4 to the financial statements for a description of the money pool.


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Entergy Arkansas has a credit facility in the amount of $150 million scheduled to expire in September 2023. Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2019.  The $150 million credit facility includes fronting commitments for the issuance of letters of credit against $5 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facilities. In addition, Entergy Arkansas is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO. As of December 31, 2018, a $1 million letter of credit was outstanding under Entergy Arkansas’s uncommitted letter of credit facility. See Note 4 to the financial statements for further discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $80 million scheduled to expire in September 2021.  As of December 31, 2018, $59.6 million in loans were outstanding under the Entergy Arkansas nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for further discussion of the nuclear fuel company variable interest entity credit facility.

Entergy Arkansas obtained authorization from the FERC through November 2020 for short-term borrowings not to exceed an aggregate amount of $250 million at any time outstanding and borrowings by its nuclear fuel company variable interest entity. See Note 4 to the financial statements for further discussion of Entergy Arkansas’s short-term borrowing limits. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the FERC. The APSC has concurrent jurisdiction over Entergy Arkansas’s first mortgage bond/secured issuances. Entergy Arkansas has obtained long-term financing authorization from the FERC that extends through November 2020. Entergy Arkansas has obtained first mortgage bond/secured financing authorization from the APSC that extends through December 2020.

State and Local Rate Regulation and Fuel-Cost Recovery

Retail Rates

2015 Base Rate Filing
In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notified the APSC of Entergy Arkansas’s intent to implement a forward test year formula rate plan pursuant to Arkansas legislation passed in 2015, and requested a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requested a 10.2% return on common equity. In December 2015, Entergy Arkansas, the APSC staff, and certain of the intervenors in the rate case filed with the APSC a joint motion for approval of a settlement of the case that proposed a retail rate increase of approximately $225 million with a net increase in revenue of approximately $133 million; an authorized return on common equity of 9.75%; and a formula rate plan tariff that provides a +/- 50 basis point band around the 9.75% allowed return on common equity. A significant portion of the rate increase is related to Entergy Arkansas’s acquisition in March 2016 of Union Power Station Power Block 2 for a base purchase price of $237 million. The settlement agreement also provided for amortization over a 10-year period of $7.7 million of previously-incurred costs related to ANO post-Fukushima compliance and $9.9 million of previously-incurred costs related to ANO flood barrier compliance. In February 2016 the APSC approved the settlement with one exception that reduced the retail rate increase proposed in the settlement by $5 million. The settling parties agreed to the APSC modifications in February 2016. The new rates were effective February 24, 2016 and began billing with the first billing cycle of April 2016. In March 2016, Entergy Arkansas made a compliance filing regarding the new rates that included an interim base rate adjustment surcharge, effective with the first billing cycle of April 2016, to recover the incremental revenue requirement for the period February 24, 2016 through March 31, 2016. The interim base rate adjustment surcharge was designed to recover a total of $21.1 million over the nine-month period from April 2016 through December 2016.


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2016 Formula Rate Plan Filing

In July 2016, Entergy Arkansas filed with the APSC its 2016 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2017 test period to be below the formula rate plan bandwidth. The filing requested a $67.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%. In October 2016, Entergy Arkansas filed with the APSC revised formula rate plan attachments with an updated request for a $54.4 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors, as well as three additional adjustments identified as appropriate by Entergy Arkansas. In November 2016 a hearing was held and the APSC issued an order directing the parties to brief certain issues. In December 2016 the APSC approved a settlement agreement and the $54.4 million revenue requirement increase with approximately $25 million of the $54.4 million revenue requirement subject to possible future adjustment and refund to customers with interest. The APSC requested supplemental information for some of Entergy Arkansas’s requested nuclear expenditures. In December 2016 the APSC approved Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2017. In April 2017, Entergy Arkansas filed a motion consented to by all parties requesting that it be permitted to submit the supplemental information requested by the APSC in conjunction with its 2017 formula rate plan filing, which was subsequently made in July 2017 and is discussed below. In May 2017 the APSC approved the joint motion and proposal to review Entergy Arkansas’s supplemental information on a concurrent schedule with the 2017 formula rate plan filing. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and recovery of the 2017 and 2018 nuclear costs.

2017 Formula Rate Plan Filing

In July 2017, Entergy Arkansas filed with the APSC its 2017 formula rate plan filing showing Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2018 test period to be below the formula rate plan bandwidth.  The filing projected a $129.7 million revenue requirement increase to achieve Entergy Arkansas’s target earned return on common equity of 9.75%.  Entergy Arkansas’s formula rate plan is subject to a four percent annual revenue constraint and the projected annual revenue requirement increase exceeded the four percent, resulting in a proposed increase for the 2017 formula rate plan of $70.9 million. In October 2017, Entergy Arkansas filed with the APSC revised formula rate plan attachments that projected a $126.2 million revenue requirement increase based on acceptance of certain adjustments and recommendations made by the APSC staff and other intervenors. The revised formula rate plan filing included a proposed $71.1 million revenue requirement increase based on a revision to the four percent constraint calculation. In October 2017, Entergy Arkansas and the parties to the proceeding filed a joint motion to approve a unanimous settlement agreement resolving all issues in the proceeding and providing for recovery of the 2017 and 2018 nuclear costs. In December 2017 the APSC approved the settlement agreement and the $71.1 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan compliance tariff, and the rates became effective with the first billing cycle of January 2018.

2018 Formula Rate Plan Filing

In July 2018, Entergy Arkansas filed with the APSC its 2018 formula rate plan filing to set its formula rate for the 2019 calendar year. The filing shows Entergy Arkansas’s projected earned return on common equity for the twelve months ended December 31, 2019 test period to be below the formula rate plan bandwidth. Additionally, the filing includes the first netting adjustment under the current formula rate plan for the historical test year 2017, reflecting the change in formula rate plan revenues associated with actual 2017 results when compared to the allowed rate of return on equity. The filing includes a projected $73.4 millionrevenue deficiency for 2019 and a $95.6 million revenue deficiency for the 2017 historical test year, for a total revenue requirement of $169 million for this filing. By operation of the formula rate plan, Entergy Arkansas’s recovery of the revenue requirement is subject to a four percent annual revenue constraint. Because Entergy Arkansas’s revenue requirement in this filing exceeds the constraint, the resulting increase is limited to four percent of total revenue, which originally was $65.4 million but was increased to $66.7

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million based upon the APSC staff’s updated calculation of 2018 revenue, which included additional actual revenues for 2018. In October 2018, Entergy Arkansas and the parties to the proceeding filed joint motions to approve a partial settlement agreement as to certain factual issues and agreed to brief contested legal issues. In November 2018 the APSC held a hearing and was briefed on a certain contested legal issue. In December 2018 the APSC issued a decision related to the initial legal brief, approved the partial settlement agreement and $66.7 million revenue requirement increase, as well as Entergy Arkansas’s formula rate plan, with updated rates going into effect for the first billing cycle of January 2019. An additional schedule was issued by the APSC for briefing other contested issues, the outcome of which did not affect the 2018 filing but could affect future Entergy Arkansas formula rate plan filings. That briefing was completed in February 2019, and the APSC has not indicated when a decision on those issues can be expected.

Similar to the 2018 filing, the formula rate plan filing that will be made in 2019 to set the formula rates for the 2020 calendar year will include a netting adjustment that will compare projected costs and sales for 2018 that were approved in the 2017 formula rate plan filing to actual 2018 costs and sales data. In the fourth quarter 2018 Entergy Arkansas recorded a provision of $35.1 million that reflects the estimate of the historical year netting adjustment that will be included in the 2019 filing to reflect the change in formula rate plan revenues associated with actual 2018 results when compared to the allowed rate of return on equity. 

Production Cost Allocation Rider

The APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, which are discussed in the “System Agreement Cost Equalization Proceedings” section in Note 2 to the financial statements.  

In May 2016, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the production cost allocation rider true-up adjustment of the 2014 and 2015 unrecovered retail balance in the amount of $1.9 million. Additionally, the redetermined rates reflected the recovery of a $1.9 million System Agreement bandwidth remedy payment resulting from a compliance filing pursuant to the FERC’s December 2015 order related to test year 2009 production costs. The rates for the 2016 production cost allocation rider update were effective July 2016 through June 2017.

In May 2017, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected a credit amount of $0.3 million resulting from a compliance filing pursuant to the FERC’s September 2016 order. Additionally, the redetermined rate reflected recovery of the production cost allocation rider true-up adjustment of the 2016 unrecovered retail balance in the amount of $0.3 million. Because of the small effect of the 2017 production cost allocation rider update, Entergy Arkansas proposed to reduce the effective period of the update to one month, July 2017. After the one month collection period, rates were set to zero for all rate classes for the period August 2017 through June 2018.

In May 2018, Entergy Arkansas filed its annual redetermination pursuant to the production cost allocation rider, which reflected recovery of the 2017 under-recovered retail balance and a $2.8 million payment by Entergy Arkansas associated with a compliance filing pursuant to a March 2018 FERC order related to 2010 production costs. The rates for the 2018 production cost allocation rider update are effective July 2018 through June 2019.

Energy Cost Recovery Rider

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


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In January 2014, Entergy Arkansas filed a motion with the APSC relating to its upcoming energy cost rate redetermination filing that was made in March 2014. In that motion, Entergy Arkansas requested that the APSC authorize Entergy Arkansas to exclude from the redetermination of its 2014 energy cost rate $65.9 million of incremental fuel and replacement energy costs incurred in 2013 as a result of the ANO stator incident. Entergy Arkansas requested that the APSC authorize Entergy Arkansas to retain that amount in its deferred fuel balance, with recovery to be reviewed in a later period after more information was available regarding various claims associated with the ANO stator incident. In February 2014 the APSC approved Entergy Arkansas’s request to retain that amount in its deferred fuel balance. In July 2017, Entergy Arkansas filed for a change in rates pursuant to its formula rate plan rider. In that proceeding, the APSC approved a settlement agreement agreed upon by the parties, including a provision that requires Entergy Arkansas to initiate a regulatory proceeding for the purpose of recovering funds currently withheld from rates and related to the stator incident, including the $65.9 million of deferred fuel and purchased energy costs previously noted, subject to certain timelines and conditions set forth in the settlement agreement. See the “ANO Damage, Outage, and NRC Reviews” section in Note 8 to the financial statements for further discussion of the ANO stator incident.

In March 2017, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01164 per kWh to $0.01547 per kWh. The APSC staff filed testimony in March 2017 recommending that the redetermined rate be implemented with the first billing cycle of April 2017 under the normal operation of the tariff. Accordingly, the redetermined rate went into effect on March 31, 2017 pursuant to the tariff. In July 2017 the Arkansas Attorney General requested additional information to support certain of the costs included in Entergy Arkansas’s 2017 energy cost rate redetermination.

In March 2018, Entergy Arkansas filed its annual redetermination of its energy cost rate pursuant to the energy cost recovery rider, which reflected an increase in the rate from $0.01547 per kWh to $0.01882 per kWh. The Arkansas Attorney General filed a response to Entergy Arkansas’s annual redetermination filing requesting that the APSC suspend the proposed tariff to investigate the amount of the redetermination or, alternatively, to allow recovery subject to refund. Among the reasons the Attorney General cited for suspension were questions pertaining to how Entergy Arkansas forecasted sales and potential implications of the Tax Act. Entergy Arkansas replied to the Attorney General’s filing and stated that, to the extent there are questions pertaining to its load forecasting or the operation of the energy cost recovery rider, those issues exceed the scope of the instant rate redetermination. Entergy Arkansas also stated that potential effects of the Tax Act are appropriately considered in the APSC’s separate proceeding regarding potential implications of the tax law. The APSC general staff filed a reply to the Attorney General’s filing and agreed that Entergy Arkansas’s filing complied with the terms of the energy cost recovery rider. The redetermined rate became effective with the first billing cycle of April 2018. Subsequently in April 2018 the APSC issued an order declining to suspend Entergy Arkansas’s energy cost recovery rider rate and declining to require further investigation at that time of the issues suggested by the Attorney General in the proceeding. Following a period of discovery, the Attorney General filed a supplemental response in October 2018 raising new issues with Entergy Arkansas’s March 2018 rate redetermination and asserting that $45.7 million of the increase should be collected subject to refund pending further investigation. Entergy Arkansas filed to dismiss the Attorney General’s supplemental response, the APSC general staff filed a motion to strike the Attorney General’s filing, and the Attorney General filed a supplemental response disputing Entergy Arkansas and the APSC staff’s filing. Applicable APSC rules and processes authorize its general staff to initiate periodic audits of Entergy Arkansas’s energy cost recovery rider. In late-2018, the APSC general staff notified Entergy Arkansas it has initiated an audit of the 2017 fuel costs. The time in which the audit will be complete is uncertain at this time.

Opportunity Sales Proceeding

In June 2009 the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocated the energy generated by Entergy System resources; (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity; and (c) violated the provision of the System Agreement that prohibited sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies.   The LPSC’s complaint challenged sales made beginning in 2002 and requested refunds.  In

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July 2009 the Utility operating companies filed a response to the complaint arguing among other things that the System Agreement contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company.  The FERC subsequently ordered a hearing in the proceeding.

After a hearing, the ALJ issued an initial decision in December 2010.  The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales.  The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest.  Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith.  The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load but provides a different allocation authority.  The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement.  The FERC in its decision established further hearing procedures to quantify the effect of repricing the opportunity sales in accordance with the FERC’s June 2012 decision. The hearing was held in May 2013 and the ALJ issued an initial decision in August 2013. The LPSC, the APSC, the City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that the FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff.

In April 2016 the FERC issued orders addressing requests for rehearing filed in July 2012 and the ALJ’s August 2013 initial decision. The first order denied Entergy’s request for rehearing and affirmed the FERC’s earlier rulings that Entergy’s original methodology for allocating energy costs to the opportunity sales was incorrect and, as a result, Entergy Arkansas must make payments to the other Utility operating companies to put them in the same position that they would have been in absent the incorrect allocation. The FERC clarified that interest should be included with the payments. The second order affirmed in part, and reversed in part, the rulings in the ALJ’s August 2013 initial decision regarding the methodology that should be used to calculate the payments Entergy Arkansas is to make to the other Utility operating companies. The FERC affirmed the ALJ’s ruling that a full re-run of intra-system bills should be performed but required that methodology be modified so that the sales have the same priority for purposes of energy allocation as joint account sales. The FERC reversed the ALJ’s decision that any payments by Entergy Arkansas should be reduced by 20%. The FERC also reversed the ALJ’s decision that adjustments to other System Agreement service schedules and excess bandwidth payments should not be taken into account when calculating the payments to be made by Entergy Arkansas. The FERC held that such adjustments and excess bandwidth payments should be taken into account but ordered further proceedings before an ALJ to address whether a cap on any reduction due to bandwidth payments was necessary and to implement the other adjustments to the calculation methodology.

In May 2016, Entergy Services filed a request for rehearing of the FERC’s April 2016 order arguing that payments made by Entergy Arkansas should be reduced as a result of the timing of the LPSC’s approval of certain contracts. Entergy Services also filed a request for clarification and/or rehearing of the FERC’s April 2016 order addressing the ALJ’s August 2013 initial decision. The APSC and the LPSC also filed requests for rehearing of the FERC’s April 2016 order. In September 2017 the FERC issued an order denying the request for rehearing on the issue of whether any payments by Entergy Arkansas to the other Utility operating companies should be reduced due to the timing of the LPSC’s approval of Entergy Arkansas’s wholesale baseload contract with Entergy Louisiana. In November 2017 the FERC issued an order denying all of the remaining requests for rehearing of the April 2016 order. In November 2017, Entergy Services filed a petition for review in the D.C. Circuit of the FERC’s orders in the first two phases of the opportunity sales case. In December 2017 the D.C. Circuit granted Entergy Services’s request to hold the appeal in abeyance pending final resolution of the related proceeding before the FERC. In January 2018 the APSC and the LPSC filed separate petitions for review in the D.C. Circuit, and the D.C. Circuit consolidated the appeals with Entergy

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Services’s appeal and held all of the appeals in abeyance pending final resolution of the related proceeding before the FERC.

The hearing required by the FERC’s April 2016 order was held in May 2017. In July 2017 the ALJ issued an initial decision addressing whether a cap on any reduction due to bandwidth payments was necessary and whether to implement the other adjustments to the calculation methodology. In August 2017 the Utility operating companies, the LPSC, the APSC, and FERC staff filed individual briefs on exceptions challenging various aspects of the initial decision. In September 2017 the Utility operating companies, the LPSC, the APSC, the MPSC, the City Council, and FERC staff filed separate briefs opposing exceptions taken by various parties.

Based on testimony previously submitted in the case and its assessment of the April 2016 FERC orders, in the first quarter 2016, Entergy Arkansas recorded a liability of $87 million, which included interest, for its estimated increased costs and payment to the other Utility operating companies, and a deferred fuel regulatory asset of $75 million. Following its assessment of the course of the proceedings, including the FERC’s denial of rehearing in November 2017 described above, in the fourth quarter 2017, Entergy Arkansas recorded an additional liability of $35 million and a regulatory asset of $31 million.

In October 2018 the FERC issued an order addressing the ALJ’s July 2017 initial decision. The FERC reversed the ALJ’s decision to cap the reduction in Entergy Arkansas’s payment to account for the increased bandwidth payments that Entergy Arkansas made to the other operating companies. The FERC also reversed the ALJ’s decision that Grand Gulf sales from January through September 2000 should be included in the calculation of Entergy Arkansas’s payment. The FERC affirmed on other grounds the ALJ’s rejection of the LPSC’s claim that certain joint account sales should be accounted for as part of the calculation of Entergy Arkansas’s payment. In December 2018, Entergy made a compliance filing in response to the FERC’s October 2018 order. The compliance filing provided a final calculation of Entergy Arkansas’s payments to the other Utility operating companies, including interest. Refunds and interest in the following amounts were paid by Entergy Arkansas to the other operating companies in December 2018:
 Total refunds including interest
 Payment/(Receipt)
 (In Millions)
 PrincipalInterestTotal
Entergy Arkansas$68$67$135
Entergy Louisiana($30)($29)($59)
Entergy Mississippi($18)($18)($36)
Entergy New Orleans($3)($4)($7)
Entergy Texas($17)($16)($33)

Entergy Arkansas previously recognized a regulatory asset with a balance of $116 million as of December 31, 2018 for a portion of the payments due as a result of this proceeding.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Arkansas owns and, through an affiliate, operates the ANO 1 and ANO 2 nuclear power plants.  Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial

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requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. ANO 1’s operating license expires in 2034 and ANO 2’s operating license expires in 2038.

See Note 8 to the financial statements for discussion of the NRC’s decision in March 2015 to move ANO into the “multiple/repetitive degraded cornerstone column,” or Column 4, of the NRC’s Reactor Oversight Process Action Matrix, and the resulting significant additional NRC inspection activities at the ANO site. In June 2018 the NRC moved ANO 1 and ANO 2 into the “licensee response column,” or Column 1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review ANO 1’s and ANO 2’s performance in addressing issues that had previously resulted in classification in the “multiple/repetitive degraded cornerstone column,” or Column 4.

Environmental Risks

Entergy Arkansas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Impairment of Long-lived Assets and Trust Fund Investments

See “Impairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the impairment of long-lived assets and trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Arkansas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Costs and Sensitivities

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $2,620 $39,773
Rate of return on plan assets (0.25%) $2,782 $—
Rate of increase in compensation 0.25% $1,338 $6,238

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $59 
$5,337
Health care cost trend 0.25% $220 
$3,805


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

Costs and Funding

Total qualified pension cost for Entergy Arkansas in 2018 was $43 million.  Entergy Arkansas anticipates 2019 qualified pension cost to be $44.4 million. Entergy Arkansas contributed $64.1 million to its qualified pension plan in 2018 and estimates pension contributions will be approximately $27.1 million in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.

Total other postretirement health care and life insurance benefit income for Entergy Arkansas in 2018 was $10.2 million.  Entergy Arkansas expects 2019 postretirement health care and life insurance benefit income of approximately $12.5 million.  Entergy Arkansas contributed $195 thousand to its other postretirement plans in 2018 and estimates 2019 contributions will be approximately $501 thousand.
Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits -Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Note 1 to the financial statements for a discussion of new accounting pronouncements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors of
Entergy Arkansas, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Arkansas, LLC and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, cash flows and changes in member’s equity (pages 325 through 330 and applicable items in pages 53 through 237), for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 26, 2019


We have served as the Company’s auditor since 2001.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$2,060,643
 
$2,139,919
 
$2,086,608
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 517,245
 402,777
 325,036
Purchased power 252,390
 230,652
 233,350
Nuclear refueling outage expenses 77,915
 83,968
 56,650
Other operation and maintenance 724,831
 694,157
 693,181
Decommissioning 60,420
 56,860
 53,610
Taxes other than income taxes 104,771
 103,662
 93,109
Depreciation and amortization 292,649
 277,146
 264,215
Other regulatory charges (credits) - net (14,807) (16,074) 7,737
TOTAL 2,015,414
 1,833,148
 1,726,888
       
OPERATING INCOME 45,229
 306,771
 359,720
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 16,557
 18,452
 17,099
Interest and investment income 25,406
 35,882
 19,087
Miscellaneous - net (14,874) (13,967) (14,838)
TOTAL 27,089
 40,367
 21,348
       
INTEREST EXPENSE  
  
  
Interest expense 124,459
 122,075
 115,311
Allowance for borrowed funds used during construction (7,781) (8,585) (9,228)
TOTAL 116,678
 113,490
 106,083
       
INCOME (LOSS) BEFORE INCOME TAXES (44,360) 233,648
 274,985
       
Income taxes (297,067) 93,804
 107,773
       
NET INCOME 252,707
 139,844
 167,212
       
Preferred dividend requirements 1,249
 1,428
 5,270
       
EARNINGS APPLICABLE TO COMMON EQUITY 
$251,458
 
$138,416
 
$161,942
       
See Notes to Financial Statements.  
  
  

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ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS



 
For the Years Ended December 31,
 
2018
2017
2016
 
(In Thousands)
OPERATING ACTIVITIES      
Net income 
$252,707
 
$139,844
 
$167,212
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 443,698
 427,394
 414,933
Deferred income taxes, investment tax credits, and non-current taxes accrued 129,524
 67,711
 201,219
Changes in assets and liabilities:  
  
  
Receivables 4,294
 (23,397) (39,118)
Fuel inventory 6,210
 3,402
 29,929
Accounts payable (126,405) 16,011
 143,645
Prepaid taxes and taxes accrued 9,568
 40,127
 37,485
Interest accrued 678
 1,635
 (3,303)
Deferred fuel costs 43,869
 33,190
 (105,741)
Other working capital accounts (30,118) 15,087
 (46,490)
Provisions for estimated losses 14,250
 16,047
 13,130
Other regulatory assets 32,460
 (76,762) (95,464)
Other regulatory liabilities (341,682) 1,043,507
 62,994
Deferred tax rate change recognized as regulatory liability/asset 
 (1,047,837) 
Pension and other postretirement liabilities (40,157) (70,826) (36,805)
Other assets and liabilities (187,071) (29,577) (67,115)
Net cash flow provided by operating activities 211,825
 555,556
 676,511
INVESTING ACTIVITIES  
  
  
Construction expenditures (660,044) (735,816) (666,289)
Allowance for equity funds used during construction 17,013
 19,211
 17,754
Nuclear fuel purchases (99,417) (151,424) (102,050)
Proceeds from sale of nuclear fuel 54,810
 51,029
 39,313
Proceeds from nuclear decommissioning trust fund sales 300,801
 339,434
 197,390
Investment in nuclear decommissioning trust funds (315,163) (352,138) (213,093)
Payment for purchase of plant 
 
 (237,323)
Insurance proceeds 14,790
 
 10,404
Other (1,517) 392
 5,899
Net cash flow used in investing activities (688,727)
(829,312)
(947,995)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 958,434
 294,656
 817,563
Retirement of long-term debt (690,488) (175,560) (628,433)
Capital contribution from parent 350,000
 
 200,000
Redemption of preferred stock (32,660) 
 (85,283)
Change in money pool payable - net 16,601
 114,905
 (1,510)
Changes in short-term borrowings - net (49,974) 49,974
 (11,690)
Distributions/dividends paid:  
  
  
Common equity (91,751) (15,000) 
Preferred stock (1,606) (1,428) (6,631)
Other 12,249
 (8,084) (1,158)
Net cash flow provided by financing activities 470,805
 259,463
 282,858
Net increase (decrease) in cash and cash equivalents (6,097) (14,293) 11,374
Cash and cash equivalents at beginning of period 6,216
 20,509
 9,135
Cash and cash equivalents at end of period 
$119
 
$6,216
 
$20,509
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$118,731
 
$115,162
 
$112,912
Income taxes 
$44,393
 
($8,141) 
($135,709)
See Notes to Financial Statements.
 

 

 

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$118
 
$6,184
Temporary cash investments 1
 32
Total cash and cash equivalents 119
 6,216
Securitization recovery trust account 4,666
 3,748
Accounts receivable:  
  
Customer 94,348
 110,016
Allowance for doubtful accounts (1,264) (1,063)
Associated companies 48,184
 38,765
Other 64,393
 65,209
Accrued unbilled revenues 108,092
 105,120
Total accounts receivable 313,753
 318,047
Deferred fuel costs 19,235
 63,302
Fuel inventory - at average cost 23,148
 29,358
Materials and supplies - at average cost 196,314
 192,853
Deferred nuclear refueling outage costs 78,966
 56,485
Prepayments and other 14,553
 12,108
TOTAL 650,754
 682,117
     
OTHER PROPERTY AND INVESTMENTS  
  
Decommissioning trust funds 912,049
 944,890
Other 5,480
 3,160
TOTAL 917,529
 948,050
     
UTILITY PLANT  
  
Electric 11,611,041
 11,059,538
Construction work in progress 243,731
 280,888
Nuclear fuel 220,602
 277,345
TOTAL UTILITY PLANT 12,075,374
 11,617,771
Less - accumulated depreciation and amortization 4,864,818
 4,762,352
UTILITY PLANT - NET 7,210,556
 6,855,419
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $14,329 as of December 31, 2018 and $28,583 as of December 31, 2017) 1,534,977
 1,567,437
Deferred fuel costs 67,294
 67,096
Other 20,486
 13,910
TOTAL 1,622,757
 1,648,443
     
TOTAL ASSETS 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Short-term borrowings 
$—
 
$49,974
Accounts payable:  
  
Associated companies 251,768
 365,915
Other 187,387
 215,942
Customer deposits 99,053
 97,687
Taxes accrued 56,889
 47,321
Interest accrued 18,893
 18,215
Current portion of unprotected excess accumulated deferred income taxes 99,316
 
Other 23,943
 29,922
TOTAL 737,249
 824,976
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 1,085,545
 1,190,669
Accumulated deferred investment tax credits 32,903
 34,104
Regulatory liability for income taxes - net 505,748
 985,823
Other regulatory liabilities 402,668
 363,591
Decommissioning 1,048,428
 981,213
Accumulated provisions 48,979
 34,729
Pension and other postretirement liabilities 313,295
 353,274
Long-term debt (includes securitization bonds of $20,898 as of December 31, 2018 and $34,662 as of December 31, 2017) 3,225,759
 2,952,399
Other 17,919
 5,147
TOTAL 6,681,244
 6,900,949
     
Commitments and Contingencies 

 

     
Preferred stock without sinking fund 
 31,350
     
EQUITY  
  
Member's equity 2,983,103
 2,376,754
TOTAL 2,983,103
 2,376,754
     
TOTAL LIABILITIES AND EQUITY 
$10,401,596
 
$10,134,029
     
See Notes to Financial Statements.  
  


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,891,658
Net income167,212
Capital contributions from parent200,000
Capital stock redemption(283)
Preferred stock dividends(5,270)
Balance at December 31, 2016
$2,253,317
Net income139,844
Common equity distributions(15,000)
Preferred stock dividends(1,428)
Other21
Balance at December 31, 2017
$2,376,754
Net income252,707
Capital contributions from parent350,000
Common equity distributions(91,751)
Non-cash contribution from parent94,335
Preferred stock dividends(1,249)
Other2,307
Balance at December 31, 2018
$2,983,103
See Notes to Financial Statements.


ENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
           
  2018 2017 2016 2015 2014
  (In Thousands)
           
Operating revenues 
$2,060,643
 
$2,139,919
 
$2,086,608
 
$2,253,564
 
$2,172,391
Net income 
$252,707
 
$139,844
 
$167,212
 
$74,272
 
$121,392
Total assets 
$10,401,596
 
$10,134,029
 
$9,606,117
 
$8,747,774
 
$8,777,655
Long-term obligations (a) 
$3,225,759
 
$2,983,749
 
$2,746,435
 
$2,691,189
 
$2,757,423
           
(a) Includes long-term debt (excluding currently maturing debt) and preferred stock without sinking fund.
           
  2018 2017 2016 2015 2014
  (Dollars In Millions)
           
Electric Operating Revenues:  
  
  
  
  
Residential 
$807
 
$768
 
$789
 
$824
 
$755
Commercial 426
 495
 495
 515
 461
Industrial 434
 472
 446
 477
 424
Governmental 17
 19
 18
 20
 18
Total retail 1,684
 1,754
 1,748
 1,836
 1,658
Sales for resale:  
  
  
  
  
Associated companies 104
 128
 49
 128
 131
Non-associated companies 145
 121
 118
 195
 282
Other 128
 137
 172
 95
 101
Total 
$2,061
 
$2,140
 
$2,087
 
$2,254
 
$2,172
           
Billed Electric Energy Sales (GWh):    
  
  
  
Residential 8,248
 7,298
 7,618
 8,016
 8,070
Commercial 5,967
 5,825
 5,988
 6,020
 5,934
Industrial 8,071
 7,528
 6,795
 6,889
 6,808
Governmental 239
 237
 237
 235
 238
Total retail 22,525
 20,888
 20,638
 21,160
 21,050
Sales for resale:  
  
  
  
  
Associated companies 1,773
 1,782
 1,609
 2,239
 2,299
Non-associated companies 6,447
 6,549
 7,115
 7,980
 8,003
Total 30,745
 29,219
 29,362
 31,379
 31,352


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $359.3 million primarily due to a lower effective income tax rate and higher other income, partially offset by higher depreciation and amortization expenses and higher other operation and maintenance expenses.

2017 Compared to 2016

Net income decreased $305.7 million primarily due to the effect of the enactment of the Tax Cuts and Jobs Act, in December 2017, which resulted in a decrease of $182.6 million in net income in 2017, and the effect of a settlement with the IRS related to the 2010-2011 IRS audit, which resulted in a $136.1 million reduction of income tax expense in 2016. Also contributing to the decrease in net income were higher other operation and maintenance expenses. The decrease was partially offset by higher net revenue and higher other income. See Note 3 to the financial statements for discussion of the effects of the Tax Cuts and Jobs Act and the IRS audit.

Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$2,560.5
Return of unprotected excess accumulated deferred
  income taxes to customers
(141.1)
Regulatory credit in 2017 resulting from reduction of
  the federal corporate income tax rate
(55.5)
Retail electric price(32.3)
Volume/weather68.7
Other15.9
2018 net revenue
$2,416.2

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through changes in the formula rate plan, effective May 2018. There is no effect on net income as the reduction in net revenue was offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The regulatory credit in 2017 resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction in 2017 of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million, as a result of the

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enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to regulatory charges of $73.1 million recorded in 2018 to reflect the effects of a provision in the settlement reached in the formula rate plan extension proceeding to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease were increases resulting from an increase in retail formula rate plan revenues, implemented with the first billing cycle of September 2018, and increases resulting from lower Grand Gulf purchased power expenses. See Note 2 to the financial statements for further discussion of the formula rate plan extension proceeding.

The volume/weather variance is primarily due to an increase of 907 GWh, or 2%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was partially offset by a decrease in industrial usage primarily due to a decrease in demand from existing customers.

2017 Compared to 2016

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 2017 to 2016.
Amount
(In Millions)
2016 net revenue
$2,438.4
Regulatory credit resulting from reduction of the
  federal corporate income tax rate
55.5
Retail electric price42.8
Louisiana Act 55 financing savings obligation17.2
Volume/weather(12.4)
Other19.0
2017 net revenue
$2,560.5

The regulatory credit resulting from reduction of the federal corporate income tax rate variance is due to the reduction of the Vidalia purchased power agreement regulatory liability by $30.5 million and the reduction of the Louisiana Act 55 financing savings obligation regulatory liabilities by $25 million as a result of the enactment of the Tax Cuts and Jobs Act, in December 2017, which lowered the federal corporate income tax rate from 35% to 21%. The effects of the Tax Cuts and Jobs Act are discussed further in Note 3 to the financial statements.

The retail electric price variance is primarily due to an increase in formula rate plan revenues, implemented with the first billing cycle of March 2016, to collect the estimated first-year revenue requirement related to the purchase of Power Blocks 3 and 4 of the Union Power Station in March 2016 and a provision recorded in 2016 related to the settlement of the Waterford 3 replacement steam generator prudence review proceeding. See Note 2 to the financial statements for further discussion of the formula rate plan revenues and the Waterford 3 replacement steam generator prudence review proceeding.

The Louisiana Act 55 financing savings obligation variance results from a regulatory charge recorded in 2016 for tax savings to be shared with customers per an agreement approved by the LPSC. The tax savings resulted from the 2010-2011 IRS audit settlement on the treatment of the Louisiana Act 55 financing of storm costs for Hurricane Gustav and Hurricane Ike. See Note 3 to the financial statements for additional discussion of the settlement and benefit sharing.


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The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales and decreased usage during the unbilled sales period. The decrease was partially offset by an increase of 1,237 GWh, or 4%, in industrial usage primarily due to an increase in demand from existing customers and expansion projects in the chemicals industry.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

an increase of $11.9 million in fossil-fueled generation expenses primarily due to an overall higher scope of work performed during plant outages in 2018 as compared to 2017;
an increase of $11.7 million in energy efficiency costs primarily due to the implementation of a new energy efficiency program in January 2018;
an increase of $9 million in information technology expenses primarily due to higher software maintenance costs and higher contract costs;
an increase of $8.3 million in transmission expenses primarily due to higher labor and contract costs to support industrial customers;
an increase of $7.2 million in loss provisions; and
an increase of $7 million in nuclear generation expenses primarily due to higher nuclear labor costs to position the nuclear fleet to meet its operational goals and a higher scope of work performed during plant outages in 2018 as compared to 2017.

The increase was partially offset by:

a $14.8 million gain as a result of the sale of Willow Glen Power Plant
a decrease of $7.4 million as a result of the amortization through November 2017 of deferred MISO implementation costs, as approved by the LPSC;
higher nuclear insurance refunds of $4.2 million in 2018; and
a decrease of $3.7 million in compensation and benefits costs primarily due to lower incentive-based compensation accruals in 2018 as compared to 2017.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes and payroll taxes. Ad valorem taxes increased primarily due to higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2018, which included the St. Charles Power Station and Lake Charles Power Station projects. The increase was partially offset by a change in decommissioning trust fund investment activity, including portfolio rebalancing of certain of the decommissioning trust funds in 2017.

2017 Compared to 2016

Other operation and maintenance expenses increased primarily due to:

an increase of $17.8 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, to position the nuclear fleet to meet its operational goals, partially offset by a lower scope of work performed during plant outages in 2017;
an increase of $9.5 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the prior year;

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an increase of $4.1 million as a result of the amount of transmission costs allocated by MISO. See Note 2 to the financial statements for further information on the recovery of these costs;
an increase of $3.6 million in transmission and distribution expenses due to higher vegetation maintenance costs; and
an increase of $3.2 million in write-offs of customer accounts.

Taxes other than income taxes increased primarily due to increases in ad valorem taxes, state franchise taxes, and payroll taxes. Ad valorem taxes increased primarily due to higher assessments, including the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. State franchise taxes increased primarily due to a change in the Louisiana franchise tax law which became effective in 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including Power Blocks 3 and 4 of the Union Power Station purchased in March 2016, and the effects of recording in third quarter 2016 final court decisions in the River Bend and Waterford 3 lawsuits against the DOE related to spent nuclear fuel storage costs. The damages awarded include the reimbursement of approximately $6 million of spent nuclear fuel storage costs previously recorded as depreciation expense. See Note 14 to the financial statements for discussion of the Union Power Station purchase. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation.

Other income increased primarily due to an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project, and higher realized gains in 2017 on the River Bend decommissioning trust fund investments, including portfolio rebalancing to the 30% interest in River Bend formerly owned by Cajun.

Interest expense decreased primarily due to an increase in the allowance for borrowed funds used during construction due to higher construction work in progress in 2017, which includes the St. Charles Power Station project.

Income Taxes

The effective income tax rate for 2018 was (8.8%). The difference in the effective income tax rate versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% to the effective income tax rates.

The effective income tax rate for 2017 was 60.5%. The difference in the effective income tax rate versus the statutory rate of 35% for 2017 was primarily due to the enactment of the Tax Cuts and Jobs Act, signed by President Trump in December 2017, which changed the federal corporate income tax rate from 35% to 21% effective in 2018. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.

The effective income tax rate for 2016 was 12.6%. The difference in the effective income tax rate of 12.6% versus the statutory rate of 35% for 2016 was primarily due to the reversal of a portion of the provision for uncertain tax positions as a result of the settlement of the 2010-2011 IRS audit in the second quarter 2016 and book and tax differences related to the non-taxable income distributions earned on preferred membership interests, partially offset by state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.


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Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$35,907
 
$213,850
 
$35,102
      
Net cash provided by (used in):   
  
Operating activities1,395,204
 1,337,545
 1,037,912
Investing activities(1,878,208) (1,787,409) (1,474,065)
Financing activities490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents7,457
 (177,943) 178,748
      
Cash and cash equivalents at end of period
$43,364
 
$35,907
 
$213,850

Operating Activities

Net cash flow provided by operating activities increased $57.7 million in 2018 primarily due to:

a decrease of $76.5 million in spending on nuclear fueling outages;
a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
the receipt of $58.6 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding; and
the timing of collection of receivables from customers.

The increase was partially offset by:

a decrease of $129 million in income tax refunds in 2018 as compared to the same period in 2017. Entergy Louisiana received income tax refunds in 2018 and 2017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2018 and 2017 resulted from the utilization of Entergy Louisiana’s net operating loss;
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act; and
the timing of recovery of fuel and purchased power costs.


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Net cash flow provided by operating activities increased $299.6 million in 2017 primarily due to:
income tax refunds of $234.2 million in 2017 compared to income tax payments of $156.6 million in 2016. Entergy Louisiana received income tax refunds in 2017 and made income tax payments in 2016 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2017 resulted from the utilization of Entergy Louisiana’s net operating losses. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit, payments for state taxes resulting from the effect of the final settlement of the 2006-2007 IRS audit, and the effect of net operating loss limitations. See Note 3 to the financial statements for a discussion of the 2010-2011 IRS audit;
an increase due to the timing of recovery of fuel and purchased power costs; and
an interest payment of $60 million made in March 2016 related to the purchase of a beneficial interest in the Waterford 3 leased assets.

The increase was partially offset by:

a refund to customers in January 2017 of approximately $71 million as a result of the settlement approved by the LPSC related to the Waterford 3 replacement steam generator project. See Note 2 to the financial statements for discussion of the settlement and refund;
an increase of $62.8 million in spending on nuclear refueling outages; and
proceeds of $37.8 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for a discussion of the spent nuclear fuel litigation.
Investing Activities

Net cash flow used in investing activities increased $90.8 million in 2018 primarily due to:

an increase of $67.8 million in transmission construction expenditures primarily due to a higher scope of work performed in 2018 as compared to 2017;
an increase of $65.5 million in fossil-fueled generation expenditures primarily due to higher spending on the Lake Charles Power Station project in 2018, partially offset by lower spending on the St. Charles Power Station project in 2018; and
money pool activity.

The increase was partially offset by a decrease of $97.5 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle.

Increases in Entergy Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Louisiana’s receivable from the money pool increased by $35.7 million in 2018 compared to decreasing by $11.3 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $313.3 million in 2017 primarily due to:

an increase of $364.3 million in fossil-fueled generation construction expenditures primarily due to higher spending on the St. Charles Power Station and Lake Charles Power Station projects in 2017;
an increase of $148.9 million in transmission construction expenditures due to a higher scope of work performed in 2017;
an increase of $144.9 million as a result of 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 service deliveries, and the timing of cash payments during the nuclear fuel cycle;

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proceeds of $57.9 million received in 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussion of the spent nuclear fuel litigation;
an increase of $53.6 million in nuclear construction expenditures primarily due to increased spending on various nuclear projects in 2017;
an increase of $30.4 million in distribution construction expenditures due to increased spending on digital technology improvements within the customer contact centers;
an increase of $19.9 million due to increased spending on advanced metering infrastructure; and
an increase of $12.3 million due to various information technology projects and upgrades in 2017.

The increase was partially offset by:

the purchase of Power Blocks 3 and 4 of the Union Power Station for an aggregate purchase price of approximately $475 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase;
money pool activity; and
an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017.

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 $11.3 million in 2017 compared to increasing by $16.3 million in 2016.

Financing Activities

Net cash flow provided by financing activities increased $218.5 million in 2018 primarily due to:

the issuance of $750 million of 4.00% Series collateral trust mortgage bonds in March 2018. A portion of the proceeds was used to repay $375 million of 6.0% Series first mortgage bonds in May 2018;
the issuance of $600 million of 4.20% collateral trust mortgage bonds in August 2018. A portion of the proceeds was used to repay $300 million of 6.5% Series first mortgage bonds in September 2018;
the redemption of $25 million of 3.25% Series G nuclear fuel company variable interest entity notes payable in June 2017;
the redemption of $75 million of 3.25% Series Q nuclear fuel company variable interest entity notes payable in July 2017; and
the termination of $57.5 million of the Waterford 3 lease obligation and $42.7 million of Waterford Series collateral trust mortgage notes in 2017.

The increase was partially offset by:

the issuance of $450 million of 3.12% collateral trust mortgage bonds in May 2017. A portion of the proceeds was used to repay $45.3 million of Waterford Series collateral trust mortgage bonds;
net repayments of short-term borrowings of $43.5 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net short-term borrowings of $39.7 million in 2017;
net repayments of long-term borrowings of $18.6 million on the nuclear fuel company variable interest entities’ credit facilities in 2018 compared to net long-term borrowings of $102 million in 2017; and
an increase of $36.8 million in common equity distributions in 2018 primarily to maintain Entergy Louisiana’s targeted capital structure.

Net cash flow provided by financing activities decreased $343 million in 2017 primarily due to the net issuance of $325.6 million of long-term debt in 2017 compared to the net issuance of $961.2 million in 2016. The decrease was partially offset by:

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a decrease of $194.3 million of common equity distributions primarily as a result of higher construction expenditures and higher nuclear fuel purchases in 2017; and
net borrowings of $39.7 million on the nuclear fuel company variable interest entities’ credit facilities in 2017 compared to net repayments of $56.6 million in 2016
See Note 5 to the financial statements for details of long-term debt.

Capital Structure

Entergy Louisiana’s debt to capital ratio is balanced between equity and debt, as shown in the following table.
 December 31,
2018
 December 31,
2017
Debt to capital53.6% 53.8%
Effect of excluding securitization bonds(0.3%) (0.3%)
Debt to capital, excluding securitization bonds (a)53.3% 53.5%
Effect of subtracting cash(0.1%) (0.1%)
Net debt to net capital, excluding securitization bonds (a)53.2% 53.4%

(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 and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana 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 Louisiana’s financial condition because the securitization bonds are non-recourse to Entergy Louisiana, as more fully described in Note 5 to the financial statements. Entergy Louisiana 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 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 on hand.

Entergy Louisiana seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Louisiana may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Louisiana may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Louisiana requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distribution and interest payments.


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Following are the amounts of Entergy Louisiana’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:     
Generation
$610
 
$325
 
$625
Transmission460
 405
 265
Distribution390
 400
 530
Utility Support175
 135
 100
Total
$1,635
 
$1,265
 
$1,520

Following are the amounts of Entergy Louisiana’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023 After 2023 Total
 (In Millions)
Long-term debt (a)
$301
 
$1,245
 
$1,033
 
$8,502
 
$11,081
Operating leases
$26
 
$41
 
$28
 
$22
 
$117
Purchase obligations (b)
$730
 
$1,347
 
$2,410
 
$5,043
 
$9,530

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy Louisiana currently expects to contribute approximately $26.5 million to its qualified pension plans and approximately $17.9 million to its other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019. See “Critical Accounting Estimates- Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also, in addition to the contractual obligations, Entergy Louisiana has $802.3 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Louisiana includes specific investments, such as the Washington Parish Energy Center, St. Charles Power Station, and Lake Charles Power Station, each discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including investment to support advanced metering; resource planning, including potential generation projects; system improvements; investments in River Bend and Waterford 3; software and security; and other investments. Entergy’s Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing

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effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Louisiana pays distributions from its earnings at a percentage determined monthly.

St. Charles Power Station

In August 2015, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by the construction of the St. Charles Power Station, a nominal 980 megawatt combined-cycle generating unit, on land adjacent to the existing Little Gypsy plant in St. Charles Parish, Louisiana. It is currently estimated to cost $869 million to construct, including transmission interconnection and other related costs. The LPSC issued an order approving certification of St. Charles Power Station in December 2016. Construction is in progress and commercial operation is expected to occur by mid-2019.

Lake Charles Power Station

In November 2016, Entergy Louisiana filed an application with the LPSC seeking certification that the public convenience and necessity would be served by the construction of the Lake Charles Power Station, a nominal 994 megawatt combined-cycle generating unit in Westlake, Louisiana, on land adjacent to the existing Nelson plant in Calcasieu Parish. The current estimated cost of the Lake Charles Power Station is $872 million, including estimated costs of transmission interconnection and other related costs. In May 2017 the parties to the proceeding agreed to an uncontested stipulation finding that construction of the Lake Charles Power Station is in the public interest and authorizing an in-service rate recovery plan. In July 2017 the LPSC issued an order unanimously approving the stipulation and approved certification of the unit. Construction is in progress and commercial operation is expected to occur by mid-2020.

Washington Parish Energy Center

In April 2017, Entergy Louisiana signed an agreement with a subsidiary of Calpine Corporation for the construction and purchase of a peaking plant. Calpine will construct the plant, which will consist of two natural gas-fired combustion turbine units with a total nominal capacity of approximately 361 MW. The plant, named the Washington Parish Energy Center, will be located in Bogalusa, Louisiana and, subject to permits and approvals, is expected to be completed by 2021. Subject to regulatory approvals, Entergy Louisiana will purchase the plant once it is complete for an estimated total investment of approximately $261 million, including transmission and other related costs. In May 2017, Entergy Louisiana filed an application with the LPSC seeking certification of the plant. In April 2018 the parties reached a settlement recommending certification and cost recovery through the additional capacity mechanism of the formula rate plan, consistent with prior LPSC precedent with respect to the certification and recovery of plants previously acquired by Entergy Louisiana. The LPSC issued an order approving the settlement in May 2018.

Advanced Metering Infrastructure (AMI)
In November 2016, Entergy Louisiana filed an application seeking a finding from the LPSC that Entergy Louisiana’s deployment of advanced electric and gas metering infrastructure is in the public interest. Entergy Louisiana proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Louisiana’s modernized power grid. The filing included an estimate of implementation costs for AMI of $330 million. The filing identified a number of quantified and unquantified benefits, and Entergy Louisiana provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $607 million. Entergy Louisiana also sought to continue to include in rate base the remaining book value, approximately $92 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates. Entergy Louisiana proposed a 15-year useful life for the new advanced

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meters, the three-year deployment of which began in 2019. Deployment of the communications network began in 2018. Entergy Louisiana proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022. The parties reached an uncontested stipulation permitting implementation of Entergy Louisiana’s proposed AMI system, with modifications to the proposed customer charge. In July 2017 the LPSC approved the stipulation. Entergy Louisiana expects to recover the undepreciated balance of its existing meters through a regulatory asset at current depreciation rates.

Sources of Capital

Entergy Louisiana’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Louisiana may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.
All debt and common and preferred membership interest issuances by Entergy Louisiana require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Louisiana’s receivables from the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$46,845 $11,173 $22,503 $6,154

See Note 4 to the financial statements for a description of the money pool.

Entergy Louisiana has a credit facility in the amount of $350 million scheduled to expire in September 2023. The credit facility includes fronting commitments for the issuance of letters of credit against $15 million of the borrowing capacity of the facility. As of December 31, 2018, there were no cash borrowings and no letters of credit outstanding under the credit facility. In addition, Entergy Louisiana is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO.  As of December 31, 2018, a $25.9 million letter of credit was outstanding under Entergy Louisiana’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

The Entergy Louisiana nuclear fuel company variable interest entities have two separate credit facilities, each in the amount of $105 million and scheduled to expire in September 2021. As of December 31, 2018, $38.6 million of loans were outstanding under the credit facility for the Entergy Louisiana River Bend nuclear fuel company variable interest entity. As of December 31, 2018, $82 million in loans were outstanding under the Entergy Louisiana Waterford nuclear fuel company variable interest entity credit facility. See Note 4 to the financial statements for additional discussion of the nuclear fuel company variable interest entity credit facilities.


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Entergy Louisiana obtained authorizations from the FERC through November 2020 for the following:

short-term borrowings not to exceed an aggregate amount of $450 million at any time outstanding;
long-term borrowings and security issuances; and
borrowings by its nuclear fuel company variable interest entities.
See Note 4 to the financial statements for further discussion of Entergy Louisiana’s short-term borrowing limits.

Hurricane Isaac

In June 2014 the LPSC voted to approve a series of orders which (i) quantified $290.8 million of Hurricane Isaac system restoration costs as prudently incurred; (ii) determined $290 million as the level of storm reserves to be re-established; (iii) authorized Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) granted other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Louisiana committed to pass on to customers a minimum of $30.8 million of customer benefits through annual customer credits of approximately $6.2 million for five years. Approvals for the Act 55 financings were obtained from the Louisiana Utilities Restoration Corporation and the Louisiana State Bond Commission. See Note 2 to the financial statements for a discussion of the August 2014 issuance of bonds under Act 55 of the Louisiana Legislature.

Little Gypsy Repowering Project

In April 2007, Entergy Louisiana announced that it intended to pursue the solid fuel repowering of a 538 MW unit at its Little Gypsy plant. In March 2009 the LPSC voted in favor of a motion directing Entergy Louisiana to temporarily suspend the repowering project and, based upon an analysis of the project’s economic viability, to make a recommendation regarding whether to proceed with the project. This action was based upon a number of factors including the recent decline in natural gas prices, as well as environmental concerns, the unknown costs of carbon legislation and changes in the capital/financial markets. In April 2009, Entergy Louisiana complied with the LPSC’s directive and recommended that the project be suspended for an extended period of time of three years or more. In May 2009 the LPSC issued an order declaring that Entergy Louisiana’s decision to place the Little Gypsy project into a longer-term suspension of three years or more is in the public interest and prudent.
In October 2009, Entergy Louisiana made a filing with the LPSC seeking permission to cancel the Little Gypsy repowering project and seeking project cost recovery over a five-year period. In June 2010 and August 2010, the LPSC staff and intervenors filed testimony. The LPSC staff (1) agreed that it was prudent to move the project from long-term suspension to cancellation and that the timing of the decision to suspend on a longer-term basis was not imprudent; (2) indicated that, except for $0.8 million in compensation-related costs, the costs incurred should be deemed prudent; (3) recommended recovery from customers over ten years but stated that the LPSC may want to consider 15 years; (4) allowed for recovery of carrying costs and earning a return on project costs, but at a reduced rate approximating the cost of debt, while also acknowledging that the LPSC may consider ordering no return; and (5) indicated that Entergy Louisiana should be directed to securitize project costs, if legally feasible and in the public interest. In the third quarter 2010, in accordance with accounting standards, Entergy Louisiana determined that it was probable that the Little Gypsy repowering project would be abandoned and accordingly reclassified $199.8 million of project costs from construction work in progress to a regulatory asset. A hearing on the issues, except for cost allocation among customer classes, was held before the ALJ in November 2010. In January 2011 all parties participated in a mediation on the disputed issues, resulting in a settlement of all disputed issues, including cost recovery and cost allocation. The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter. The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization. In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana could accomplish such securitization. In August 2011 the LPSC issued an order approving the settlement and also

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issued a financing order for the securitization. See Note 5 to the financial statements for a discussion of the September 2011 issuance of the securitization bonds.

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that Entergy Louisiana charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Louisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.

Retail Rates - Electric

Filings with the LPSC

2015 Formula Rate Plan Filing

In May 2016, Entergy Louisiana filed its formula rate plan evaluation report for its 2015 calendar year operations. The evaluation report reflected an earned return on common equity of 9.07%. As such, no adjustment to base formula rate plan revenue was required. The following other adjustments, however, were required under the formula rate plan: an increase in the legacy Entergy Louisiana additional capacity mechanism of $14.2 million; a separate increase in legacy Entergy Louisiana revenue of $10 million primarily to reflect the effects of the termination of the System Agreement; an increase in the legacy Entergy Gulf States Louisiana additional capacity mechanism of $0.5 million; a decrease in legacy Entergy Gulf States Louisiana revenue of $58.7 million primarily to reflect the effects of the termination of the System Agreement; and an increase of $11 million to the MISO cost recovery mechanism. Rates were implemented with the first billing cycle of September 2016, subject to refund. Following implementation of the as-filed rates in September 2016, there were several interim updates to Entergy Louisiana’s formula rate plan, including the one submitted in December 2016, reflecting implementation of the settlement of the Waterford 3 replacement steam generator project prudence review described below. In June 2017 the LPSC staff and Entergy Louisiana filed a joint report of proceedings, which was accepted by the LPSC in June 2017, finalizing the results of the May 2016 evaluation report, interim updates, and corresponding proceedings with no changes to rates already implemented.

2016 Formula Rate Plan Filing

In May 2017, Entergy Louisiana filed its formula rate plan evaluation report for its 2016 calendar year operations. The evaluation report reflected an earned return on common equity of 9.84%. As such, no adjustment to base formula rate plan revenue was required. Adjustments, however, were required under the formula rate plan; the 2016 formula rate plan evaluation report showed a decrease in formula rate plan revenue of approximately $16.9 million, comprised of a decrease in legacy Entergy Louisiana formula rate plan revenue of $3.5 million, a decrease in legacy Entergy Gulf States Louisiana formula rate plan revenue of $9.7 million, and a decrease in incremental formula rate plan revenue of $3.7 million. Additionally, the formula rate plan evaluation report called for a decrease of $40.5 million in the MISO cost recovery revenue requirement from $46.8 million to $6.3 million. Rates reflecting these adjustments were implemented with the first billing cycle of September 2017, subject to refund. In September 2017 the LPSC issued its report indicating that no changes to Entergy Louisiana’s original formula rate plan evaluation report were required but reserved for several issues, including Entergy Louisiana’s September 2017 update to its formula rate plan evaluation report. In July 2018, Entergy Louisiana and the LPSC staff filed an unopposed joint report setting forth a correction to the annualization calculation, the effect of which was a net $3.5 million revenue requirement reduction and indicating that there are no outstanding issues with the 2016 formula rate plan report, the supplemental report, or the interim updates. In September 2018 the LPSC approved the unopposed joint report.


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Formula Rate Plan Extension Through 2019 Test Year


In August 2017, Entergy Louisiana filed a request with the LPSC seeking to extend its formula rate plan for three years (2017-2019) with limited modifications to its terms.  Those modifications include: a one-time resetting of base rates to the midpoint of the band at Entergy Louisiana’s authorized return on equity of 9.95% for the 2017 test year; narrowing of the formula rate plan bandwidth from a total of 160 basis points to 80 basis points; and a forward-looking mechanism that would allow Entergy Louisiana to recover certain transmission-related costs contemporaneously with when those projects begin delivering benefits to customers.  In April 2018, the LPSC approved an unopposed joint motion filed by Entergy Louisiana and the LPSC staff that settles the matter. The settlement extends the formula rate plan for three years, providing for rates through at least August 2021. In addition to retaining the major features of the traditional formula rate plan, some of the more substantive features of the extended formula rate plan include:

a mid-point reset of formula rate plan revenues to a 9.95% earned return on common equity for the 2017 test year and for the St. Charles Power Station when it enters commercial operation;
a 9.8% target earned return on common equity for the 2018 and 2019 test years;
narrowing of the common equity bandwidth to plus or minus 60 basis points around the earned return on common equity;
a cap on potential revenue increase of $35 million for the 2018 evaluation period, and $70 million for the cumulative 2018 and 2019 evaluation periods, on formula rate plan cost of service rate increases (the cap excludes rate changes associated with the transmission recovery mechanism described below and rate changes associated with additional capacity);
a framework for the flow back of certain tax benefits created by the Tax Act to customers; and
a transmission recovery mechanism providing for the opportunity to recover certain transmission related expenditures in excess of $100 million for projects placed in service up to one month prior to rate change outside of sharing that is designed to operate in a fashion similar to the additional capacity mechanism.

2017 Formula Rate Plan Filing

In June 2018, Entergy Louisiana filed its formula rate plan evaluation report for its 2017 calendar year operations. The 2017 test year evaluation report produced an earned return on equity of 8.16%, due in large part to revenue-neutral realignments to other recovery mechanisms. Without these realignments, the evaluation report produces an earned return on equity of 9.88% and a resulting base rider formula rate plan revenue increase of $4.8 million. Excluding the Tax Act credits provided for by the tax reform adjustment mechanisms, total formula rate plan revenues were further increased by a total of $98 million as a result of the evaluation report due to adjustments to the additional capacity and MISO cost recovery mechanisms of the formula rate plan, and implementation of the transmission recovery mechanism. In August 2018, Entergy Louisiana filed a supplemental formula rate plan evaluation report to reflect changes from the 2016 test year formula rate plan proceedings, a decrease to the transmission recovery mechanism to reflect lower actual capital additions, and a decrease to evaluation period expenses to reflect the terms of a new power sales agreement. Based on the August 2018 update, Entergy Louisiana recognized a total decrease in formula rate plan revenue of approximately $17.6 million. Results of the updated 2017 evaluation report filing were implemented with the September 2018 billing month subject to refund and review by the LPSC staff and intervenors. In accordance with the terms of the formula rate plan, in September 2018 the LPSC staff and intervenors submitted their responses to Entergy Louisiana’s original formula rate plan evaluation report and supplemental compliance updates. The LPSC staff asserted objections/reservations regarding 1) Entergy Louisiana’s proposed rate adjustments associated with the return of excess accumulated deferred income taxes pursuant to the Tax Act and the treatment of accumulated deferred income taxes related to reductions of rate base; 2) Entergy Louisiana’s reservation regarding treatment of a regulatory asset related to certain special orders by the LPSC; and 3) test year expenses billed from Entergy Services to Entergy Louisiana. Intervenors also objected to Entergy Louisiana’s treatment of the regulatory asset related to certain special orders by the LPSC. A procedural schedule has not yet been established to resolve these issues.

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Entergy Louisiana also included in its filing a presentation of an initial proposal to combine the legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana residential rates, which combination, if approved, would be accomplished on a revenue-neutral basis intended not to affect the rates of other customer classes.

Waterford 3 Replacement Steam Generator Project

Following the completion of the Waterford 3 replacement steam generator project, the LPSC undertook a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC staff filed testimony recommending potential project and replacement power cost disallowances of up to $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 provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. Entergy Louisiana believed that the replacement steam generator costs were prudently incurred and applicable legal principles supported their recovery in rates.  Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty at the time associated with the resolution of the prudence review. In December 2015 the ALJ issued a proposed recommendation, which was subsequently finalized, concluding that Entergy Louisiana prudently managed the Waterford 3 replacement steam generator project, including the selection, use, and oversight of contractors, and could not reasonably have anticipated the damage to the steam generators. Nevertheless, the ALJ concluded that Entergy Louisiana was liable for the conduct of its contractor and subcontractor and, therefore, recommended a disallowance of $67 million in capital costs. Additionally, the ALJ concluded that Entergy Louisiana did not sufficiently justify the incurrence of $2 million in replacement power costs during the replacement outage. Although the ALJ’s recommendation had not yet been considered by the LPSC, after considering the progress of the proceeding in light of the ALJ recommendation, Entergy Louisiana recorded in the fourth quarter 2015 approximately $77 million in charges, including a $45 million asset write-off and a $32 million regulatory charge, to reflect that a portion of the assets associated with the Waterford 3 replacement steam generator project was no longer probable of recovery. Entergy Louisiana maintained that the ALJ’s recommendation contained significant factual and legal errors.

In October 2016 the parties reached a settlement in this matter. The settlement was approved by the LPSC in December 2016. The settlement effectively provided for an agreed-upon disallowance of $67 million of plant, which had been previously written off by Entergy Louisiana, as discussed above. The refund to customers of approximately $71 million as a result of the settlement approved by the LPSC was made to customers in January 2017. Of the $71 million of refunds, $68 million was credited to customers through Entergy Louisiana’s formula rate plan, outside of sharing, and $3 million through its fuel adjustment clause. Entergy Louisiana had previously recorded a provision of $48 million for this refund. The previously-recorded provision included the cumulative revenues recorded through December 2016 related to the $67 million of disallowed plant. An additional regulatory charge of $23 million was recorded in fourth quarter 2016 to reflect the effects of the settlement. The settlement also provided that Entergy Louisiana could retain the value associated with potential service credits agreed to by the project contractor, to the extent they are realized in the future. Following a review by the parties, an unopposed joint report of proceedings was filed by the LPSC staff and Entergy Louisiana in May 2017 and the LPSC accepted the joint report of proceedings resolving the matter.

Union Power Station and Deactivation or Retirement Decisions for Entergy Louisiana Plants

In January 2015, Entergy Gulf States Louisiana filed its application with the LPSC for approval of the acquisition and cost recovery of two power blocks of the Union Power Station for an expected base purchase price of approximately $237 million per power block, subject to adjustments. In September 2015, Entergy Gulf States Louisiana agreed to settlement terms with all parties for Entergy Gulf States Louisiana’s purchase of the two power blocks. In October 2015 the LPSC voted unanimously to approve the uncontested settlement which finds, among other things, that

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acquisition of Power Blocks 3 and 4 is in the public interest and, therefore, prudent. The business combination of Entergy Gulf States Louisiana and Entergy Louisiana received regulatory approval and closed in October 2015 making Entergy Louisiana the named purchaser of Power Blocks 3 and 4 of the Union Power Station. In March 2016, Entergy Louisiana acquired Power Blocks 3 and 4 of Union Power Station for an aggregate purchase price of approximately $475 million and implemented rates to collect the estimated first-year revenue requirement with the first billing cycle of March 2016.

As a term of the LPSC-approved settlement authorizing the purchase of Power Blocks 3 and 4 of the Union Power Station, Entergy Louisiana agreed to make a filing with the LPSC to review its decisions to deactivate Ninemile 3 and Willow Glen 2 and 4 and its decision to retire Little Gypsy 1.  In January 2016, Entergy Louisiana made its compliance filing with the LPSC. Entergy Louisiana, LPSC staff, and intervenors participated in a technical conference in March 2016 where Entergy Louisiana presented information on its deactivation/retirement decisions for these four units in addition to information on the current deactivation decisions for the ten-year planning horizon. Parties requested further proceedings on the prudence of the decision to deactivate Willow Glen 2 and 4.  No party contested the prudence of the decision to deactivate Willow Glen 2 and 4 or suggested reactivation of these units; however, issues were raised related to Entergy Louisiana’s decision to give up its transmission service rights in MISO for Willow Glen 2 and 4 rather than placing the units into suspended status for the three-year term permitted by MISO. In March 2018 the LPSC adopted the ALJ’s recommended order finding that Entergy Louisiana did not demonstrate that its decision to permanently surrender transmission rights for the mothballed (not retired) Willow Glen 2 and 4 units was reasonable and that Entergy Louisiana should hold customers harmless from increased transmission expenses should those units be reactivated. Because no party or the LPSC suggested that Willow Glen 2 and 4 should be reactivated and because the cost to return those units to service far exceeded the revenue the units were expected to generate in MISO, Entergy Louisiana retired Willow Glen 2 and 4 in March 2018. Entergy Louisiana submitted a compliance filing regarding retirement of Willow Glen 2 and 4, and the LPSC closed the proceeding.

Retail Rates - Gas

2016 Rate Stabilization Plan Filing

In January 2017, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2016. The filing of the evaluation report for test year 2016 reflected an earned return on common equity of 6.37%. In April 2017 the LPSC approved a joint report of proceedings and Entergy Louisiana submitted a revised evaluation report reflecting a $1.2 million annual increase in revenue with rates implemented with the first billing cycle of May 2017.

2017 Rate Stabilization Plan Filing

In January 2018, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2017.  The filing of the evaluation report for the test year 2017 reflected an earned return on common equity of 9.06%.  This earned return is below the earnings sharing band of the rate stabilization plan and results in a rate increase of $0.1 million.  Due to the enactment in late-December 2017 of the Tax Cuts and Jobs Act, Entergy Louisiana did not have adequate time to reflect the effects of this tax legislation in the rate stabilization plan. In April 2018, Entergy Louisiana filed a supplemental evaluation report for the test year ended September 2017, reflecting the effects of the Tax Act, including a proposal to use the unprotected excess accumulated deferred income taxes to offset approximately $1.4 million of storm restoration deferred operation and maintenance costs incurred by Entergy Louisiana in connection with the August 2016 flooding disaster in its gas service area. The supplemental filing reflects an earned return on common equity of 10.79%. As-filed rates from the supplemental filing were implemented, subject to refund, with customers receiving a cost reduction of approximately $0.7 million effective with bills rendered on and after the first billing cycle of May 2018, as well as a $0.2 million reduction in the gas infrastructure rider effective with bills rendered on and after the first billing cycle of July 2018. The proceeding is currently in its discovery phase. A procedural schedule has not been established.


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2018 Rate Stabilization Plan Filing

In January 2019, Entergy Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2018. The filing of the evaluation report for the test year 2018 reflected an earned return on common equity of 2.69%. This earned return is below the earning sharing band of the gas rate stabilization plan and results in a rate increase of $2.8 million. Entergy Louisiana will make a compliance filing in April 2019 and rates will be implemented during the first billing cycle of May 2019.

Fuel and purchased power recovery

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

In December 2011 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit included a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009.  In March 2016 the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $8.6 million, plus interest, to customers and realign the recovery of approximately $12.7 million from Entergy Gulf States Louisiana’s fuel adjustment clause to base rates. In September 2016 the LPSC staff filed testimony stating that it was no longer recommending a disallowance of $3.4 million of the $8.6 million discussed above, but otherwise maintained the positions from its report. Subsequently, the parties entered into a settlement, which was approved by the LPSC in November 2016. The settlement recognized the dry cask storage recovery method issue, which was addressed in the separate proceeding approved by the LPSC in October 2017, provided for a refund of $5 million, which was made to legacy Entergy Gulf States Louisiana customers in December 2016, and resolved all other issues raised in the audit.

In July 2014 the LPSC authorized its staff to initiate an audit of the fuel adjustment clause filings by Entergy Gulf States Louisiana, whose business was combined with Entergy Louisiana in 2015. The audit includes a review of the reasonableness of charges flowed through Entergy Gulf States Louisiana’s fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $900,000, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed by Entergy Louisiana through its fuel adjustment clause for the period from 2010 through 2013. In January 2019, the LPSC staff consultant issued its audit report. In its report, the LPSC staff consultant recommended that Entergy Louisiana refund approximately $7.3 million, plus interest, to customers based upon the imputation of a claim of vendor fault in servicing its nuclear plant. Entergy Louisiana is evaluating the staff’s recommended disallowance.

In June 2016 the LPSC staff provided notice of audits of Entergy Louisiana’s fuel adjustment clause filings and purchased gas adjustment clause filings. In recognition of the business combination that occurred in 2015, the audit notice was issued to Entergy Louisiana and will also include a review of charges to legacy Entergy Gulf States Louisiana customers prior to the business combination. The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s fuel adjustment clause for the period from 2014 through 2015 and charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2012 through 2015. Discovery commenced in March 2017. No report of audit has been issued.


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In May 2018 the LPSC staff provided notice of audits of Entergy Louisiana’s purchased gas adjustment clause filings.  The audit includes a review of the reasonableness of charges flowed through Entergy Louisiana’s purchased gas adjustment clause for the period from 2016 through 2017.  Discovery commenced in September 2018.  No report of audit has been issued.

Industrial and Commercial Customers

Entergy Louisiana’s large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Louisiana’s industrial customer base. Entergy Louisiana responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Entergy Louisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation– Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

Entergy Louisiana owns and, through an affiliate, operates the River Bend and Waterford 3 nuclear power plants. Entergy Louisiana is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks related to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirements and potential future regulatory changes, including changes affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and catastrophic events such as a nuclear accident. In the event of an unanticipated early shutdown of River Bend or Waterford 3, Entergy Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.
In December 2018 the NRC renewed Waterford 3’s operating license until 2044 and River Bend’s operating license until 2045.
Environmental Risks

Entergy Louisiana’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Louisiana is in substantial compliance with environmental regulations currently applicable to its facilities and operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.


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Critical Accounting Estimates

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

Nuclear Decommissioning Costs

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

In the first quarter 2018, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability for River Bend as a result of a revised decommissioning cost study. The revised estimate resulted in an $85.4 million increase in its decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Impairment of Long-lived Assets and Trust Fund Investments

See “Impairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the impairment of long-lived assets and trust fund investments.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Louisiana’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.
Cost Sensitivity

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

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Actuarial Assumption Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Projected Qualified Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $3,117 $42,612
Rate of return on plan assets (0.25%) $3,124 $—
Rate of increase in compensation 0.25% $1,712 $8,597

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated postretirement Benefit Obligation
    Increase/(Decrease)  
Discount rate (0.25%) $695 $8,073
Health care cost trend 0.25% $1,087 $6,610

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

Costs and Funding

Total qualified pension cost for Entergy Louisiana in 2018 was $52.1 million.  Entergy Louisiana anticipates 2019 qualified pension cost to be $48.6 million.  Entergy Louisiana contributed $71.9 million to its pension plans in 2018 and estimates pension contributions will be approximately $26.5 million in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.

Total postretirement health care and life insurance benefit costs for Entergy Louisiana in 2018 were $11.2 million.  Entergy Louisiana expects 2019 postretirement health care and life insurance benefit costs of approximately $7.2 million.  Entergy Louisiana contributed $14.3 million to its other postretirement plans in 2018 and estimates that 2019 contributions will be approximately $17.9 million.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits -Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Note 1 to the financial statements for a discussion of new accounting pronouncements.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors of
Entergy Louisiana, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Louisiana, LLC and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity (pages 353 through 358 and applicable items in pages 53 through 237), for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 26, 2019


We have served as the Company’s auditor since 2001.

ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
OPERATING REVENUES      
Electric 
$4,232,541
 
$4,246,020
 
$4,126,343
Natural gas 63,779
 54,530
 50,705
TOTAL 4,296,320
 4,300,550
 4,177,048
       
OPERATING EXPENSES  
  
  
Operation and Maintenance:  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 915,410
 912,060
 804,433
Purchased power 960,272
 980,070
 890,058
Nuclear refueling outage expenses 51,626
 52,074
 51,361
Other operation and maintenance 959,185
 941,604
 897,661
Decommissioning 53,736
 49,457
 46,944
Taxes other than income taxes 183,745
 175,359
 165,665
Depreciation and amortization 492,179
 467,369
 451,290
Other regulatory charges (credits) - net 4,396
 (152,080) 44,131
TOTAL 3,620,549
 3,425,913
 3,351,543
       
OPERATING INCOME 675,771
 874,637
 825,505
       
OTHER INCOME  
  
  
Allowance for equity funds used during construction 79,922
 51,485
 27,925
Interest and investment income 141,882
 164,550
 154,778
Miscellaneous - net (27,530) (39,756) (37,715)
TOTAL 194,274
 176,279
 144,988
       
INTEREST EXPENSE  
  
  
Interest expense 288,658
 275,185
 273,283
Allowance for borrowed funds used during construction (39,616) (25,914) (14,571)
TOTAL 249,042
 249,271
 258,712
       
INCOME BEFORE INCOME TAXES 621,003
 801,645
 711,781
       
Income taxes (54,611) 485,298
 89,734
       
NET INCOME 
$675,614
 
$316,347
 
$622,047
       
See Notes to Financial Statements.  
  
  



ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
       
Net Income 
$675,614
 
$316,347
 
$622,047
       
Other comprehensive income  
  
  
Pension and other postretirement liabilities  
  
  
(net of tax expense of $17,743, $234, and $5,034) 50,296
 2,042
 7,970
Other comprehensive income 50,296
 2,042
 7,970
       
Comprehensive Income 
$725,910
 
$318,389
 
$630,017
       
See Notes to Financial Statements.  
  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
OPERATING ACTIVITIES      
Net income 
$675,614
 
$316,347
 
$622,047
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 662,390
 621,018
 620,211
Deferred income taxes, investment tax credits, and non-current taxes accrued 174,063
 575,804
 178,549
Changes in working capital:  
  
  
Receivables 89,701
 (53,829) (102,200)
Fuel inventory 5,310
 11,010
 (2,693)
Accounts payable 11,372
 58,880
 (36,720)
Prepaid taxes and taxes accrued 12,711
 128,261
 (235,246)
Interest accrued 7,922
 (70) 1,218
Deferred fuel costs (40,036) 23,236
 (17,023)
Other working capital accounts (5,809) (30,911) 6,462
Changes in provisions for estimated losses 8,307
 (8,324) 490
Changes in other regulatory assets 40,765
 492,696
 57,579
Changes in other regulatory liabilities (125,185) 605,453
 62,351
Deferred tax rate change recognized as regulatory liability/asset 
 (1,207,808) 
Changes in pension and other postretirement liabilities (106,269) (32,309) (52,559)
Other (15,652) (161,909) (64,554)
Net cash flow provided by operating activities 1,395,204
 1,337,545
 1,037,912
INVESTING ACTIVITIES  
  
  
Construction expenditures (1,805,641) (1,662,835) (1,030,416)
Allowance for equity funds used during construction 79,922
 51,485
 27,925
Insurance proceeds 3,480
 5,305
 10,564
Nuclear fuel purchases (111,329) (197,829) (73,618)
Proceeds from the sale of nuclear fuel 53,603
 42,634
 63,304
Payment for purchase of plant 
 
 (474,670)
Payments to storm reserve escrow account (4,770) (2,110) (1,063)
Receipts from storm reserve escrow account 4
 8,835
 
Changes in securitization account (1,655) 880
 351
Proceeds from nuclear decommissioning trust fund sales 1,055,690
 231,293
 219,182
Investment in nuclear decommissioning trust funds (1,097,204) (266,592) (257,209)
Changes in money pool receivable - net (35,672) 11,330
 (16,349)
Proceeds from sale of assets 11,987
 
 
Payment for purchase of assets (26,623) (9,805) 
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 
 
 57,934
Net cash flow used in investing activities (1,878,208) (1,787,409) (1,474,065)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 2,319,799
 733,344
 2,450,063
Retirement of long-term debt (1,664,354) (407,736) (1,488,870)
Changes in short-term borrowings - net (43,540) 39,746
 (56,562)
Distributions paid:  
  
  
Common equity (128,000) (91,250) (285,500)
Other 6,556
 (2,183) (4,230)
Net cash flow provided by financing activities 490,461
 271,921
 614,901
Net increase (decrease) in cash and cash equivalents 7,457
 (177,943) 178,748
Cash and cash equivalents at beginning of period 35,907
 213,850
 35,102
Cash and cash equivalents at end of period 
$43,364
 
$35,907
 
$213,850
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$272,335
 
$266,871
 
$324,456
Income taxes 
($105,157) 
($234,199) 
$156,605
       
See Notes to Financial Statements.  
  
  

ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$252
 
$5,836
Temporary cash investments 43,112
 30,071
Total cash and cash equivalents 43,364
 35,907
Accounts receivable:  
  
Customer 199,903
 254,308
Allowance for doubtful accounts (1,813) (8,430)
Associated companies 123,363
 143,524
Other 60,879
 60,893
Accrued unbilled revenues 167,052
 153,118
Total accounts receivable 549,384
 603,413
Fuel inventory 34,418
 39,728
Materials and supplies - at average cost 324,627
 299,881
Deferred nuclear refueling outage costs 24,406
 65,711
Prepayments and other 38,715
 34,035
TOTAL 1,014,914
 1,078,675
     
OTHER PROPERTY AND INVESTMENTS  
  
Investment in affiliate preferred membership interests 1,390,587
 1,390,587
Decommissioning trust funds 1,284,996
 1,312,073
Storm reserve escrow account 289,525
 284,759
Non-utility property - at cost (less accumulated depreciation) 286,555
 245,255
Other 14,927
 18,999
TOTAL 3,266,590
 3,251,673
     
UTILITY PLANT  
  
Electric 20,532,312
 19,678,536
Natural gas 211,421
 191,899
Construction work in progress 1,864,582
 1,281,452
Nuclear fuel 298,022
 337,402
TOTAL UTILITY PLANT 22,906,337
 21,489,289
Less - accumulated depreciation and amortization 8,837,596
 8,703,047
UTILITY PLANT - NET 14,068,741
 12,786,242
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Other regulatory assets (includes securitization property of $49,753 as of December 31, 2018 and $71,367 as of December 31, 2017) 1,105,077
 1,145,842
Deferred fuel costs 168,122
 168,122
Other 28,371
 18,310
TOTAL 1,301,570
 1,332,274
     
TOTAL ASSETS 
$19,651,815
 
$18,448,864
     
See Notes to Financial Statements.  
  

ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Currently maturing long-term debt 
$2
 
$675,002
Short-term borrowings 
 43,540
Accounts payable:  
  
Associated companies 102,749
 126,685
Other 390,367
 404,374
Customer deposits 155,314
 150,623
Taxes accrued 30,868
 18,157
Interest accrued 83,450
 75,528
Deferred fuel costs 31,411
 71,447
Current portion of unprotected excess accumulated deferred income taxes 31,457
 
Other 49,202
 79,037
TOTAL 874,820
 1,644,393
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 2,226,721
 2,050,371
Accumulated deferred investment tax credits 116,999
 121,870
Regulatory liability for income taxes - net 581,001
 725,368
Other regulatory liabilities 748,784
 761,059
Decommissioning 1,280,272
 1,140,461
Accumulated provisions 310,755
 302,448
Pension and other postretirement liabilities 643,171
 748,384
Long-term debt (includes securitization bonds of $55,682 as of December 31, 2018 and $77,736 as of December 31, 2017) 6,805,766
 5,469,069
Other 160,608
 176,637
TOTAL 12,874,077
 11,495,667
     
Commitments and Contingencies 

 

     
EQUITY  
  
Member’s equity 5,909,071
 5,355,204
Accumulated other comprehensive loss (6,153) (46,400)
TOTAL 5,902,918
 5,308,804
     
TOTAL LIABILITIES AND EQUITY 
$19,651,815
 
$18,448,864
     
See Notes to Financial Statements.  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
     
  Common Equity  
  Member’s Equity Accumulated Other Comprehensive Income (Loss) Total
 (In Thousands)
       
Balance at December 31, 2015 
$4,793,724
 
($56,412) 
$4,737,312
Net income 622,047
 
 622,047
Other comprehensive income 
 7,970
 7,970
Distributions to parent (285,500) 
 (285,500)
Other (20) 
 (20)
Balance at December 31, 2016 
$5,130,251
 
($48,442) 
$5,081,809
Net income 316,347
 
 316,347
Other comprehensive income 
 2,042
 2,042
Distributions declared on common equity (91,250) 
 (91,250)
Other (144) 
 (144)
Balance at December 31, 2017 
$5,355,204
 
($46,400) 
$5,308,804
Net income 675,614
 
 675,614
Other comprehensive income 
 50,296
 50,296
Distributions declared on common equity (128,000) 
 (128,000)
Reclassification pursuant to ASU 2018-02 6,262
 (10,049) (3,787)
Other (9) 
 (9)
Balance at December 31, 2018 
$5,909,071
 
($6,153) 
$5,902,918
       
See Notes to Financial Statements.  
  
  


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
          
 2018 2017 2016 2015 2014
 (In Thousands)
          
Operating revenues
$4,296,320
 
$4,300,550
 
$4,177,048
 
$4,417,146
 
$4,740,504
Net income
$675,614
 
$316,347
 
$622,047
 
$446,639
 
$446,022
Total assets
$19,651,815
 
$18,448,864
 
$17,701,271
 
$16,387,447
 
$16,423,825
Long-term obligations (a)
$6,805,766
 
$5,469,069
 
$5,612,593
 
$4,806,790
 
$4,882,813
          
(a) Includes long-term debt (excluding currently maturing debt).    
          
 2018 2017 2016 2015 2014
 (Dollars In Millions)
          
Electric Operating Revenues: 
  
  
  
  
Residential
$1,244
 
$1,198
 
$1,196
 
$1,292
 
$1,358
Commercial941
 956
 930
 989
 1,044
Industrial1,462
 1,534
 1,350
 1,420
 1,569
Governmental69
 69
 67
 67
 70
Total retail3,716
 3,757
 3,543
 3,768
 4,041
Sales for resale: 
  
  
  
  
Associated companies295
 278
 368
 406
 427
Non-associated companies62
 64
 50
 36
 80
Other160
 147
 165
 152
 121
Total
$4,233
 
$4,246
 
$4,126
 
$4,362
 
$4,669
          
Billed Electric Energy Sales (GWh): 
  
  
  
  
Residential14,494
 13,357
 13,810
 14,399
 14,415
Commercial11,578
 11,342
 11,478
 11,700
 11,555
Industrial29,255
 29,754
 28,517
 27,713
 27,025
Governmental823
 790
 794
 756
 732
Total retail56,150
 55,243
 54,599
 54,568
 53,727
Sales for resale: 
  
  
  
  
Associated companies5,498
 4,793
 7,345
 7,500
 6,240
Non-associated companies1,762
 1,711
 1,690
 770
 1,051
Total63,410
 61,747
 63,634
 62,838
 61,018
          


ENTERGY MISSISSIPPI, LLC

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Internal Restructuring

In March 2018, Entergy Mississippi filed an application with the MPSC seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy Mississippi to a new entity, which would ultimately be held by an existing Entergy subsidiary holding company. In September 2018, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed a joint stipulation regarding the restructuring filing. In September 2018 the MPSC issued an order accepting the stipulation in its entirety and approving the restructuring and credits of $27 million to retail customers over six years, consisting of annual payments of $4.5 million for the years 2019-2024. Entergy Mississippi also received the required FERC approval.

In November 2018, Entergy Mississippi undertook a multi-step restructuring, including the following:

Entergy Mississippi, Inc. redeemed its outstanding preferred stock, at the aggregate redemption price of approximately $21.2 million.
Entergy Mississippi, Inc. converted from a Mississippi corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy Mississippi, Inc. allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (Entergy Mississippi Power and Light), and Entergy Mississippi Power and Light assumed substantially all of the liabilities of Entergy Mississippi, Inc., in a transaction regarded as a merger under the TXBOC. Entergy Mississippi, Inc. remained in existence and held the membership interests in Entergy Mississippi Power and Light.
Entergy Mississippi, Inc. contributed the membership interests in Entergy Mississippi Power and Light to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy Mississippi Power and Light is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2018, Entergy Mississippi, Inc. changed its name to Entergy Utility Enterprises, Inc., and Entergy Mississippi Power and Light then changed its name to Entergy Mississippi, LLC. Entergy Mississippi, LLC holds substantially all of the assets, and assumed substantially all of the liabilities, of Entergy Mississippi, Inc. The restructuring was accounted for as a transaction between entities under common control.

Results of Operations

Net Income

2018 Compared to 2017

Net income increased $16 million primarily due to a lower effective income tax rate and higher net revenue, after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes. The increase is partially offset by higher other operation and maintenance expenses, higher depreciation and amortization expenses, and higher taxes other than income taxes.

2017 Compared to 2016

Net income increased $0.8 million primarily due to higher other income, lower other operation and maintenance expenses, and lower interest expense, substantially offset by higher depreciation and amortization expenses and a higher effective income tax rate.


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Net Revenue

2018 Compared to 2017

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 2018 to 2017.
Amount
(In Millions)
2017 net revenue
$703.1
Return of unprotected excess accumulated deferred income taxes to customers(153.0)
Provision for formula rate plan look-back evaluation(9.3)
Retail electric price4.2
Volume/weather17.6
2018 net revenue
$562.6

The return of unprotected excess accumulated deferred income taxes to customers is due to a regulatory charge recorded in June 2018 that resulted in a $127.2 million reduction in net utility plant and the return of unprotected excess accumulated deferred income taxes through customer bill credits over a three-month period from July 2018 through September 2018, each per an agreement approved by the MPSC in June 2018, resulting from the stipulation related to the effects of the Tax Cuts and Jobs Act. There is no effect on net income as the reductions in net revenue are offset by a reduction in income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

The provision for formula rate plan look-back evaluation results from a regulatory provision recorded in fourth quarter 2018 in connection with the formula rate plan look-back evaluation report filing that will be made in March 2019.  The provision reflects the estimate of the difference between the 2018 earned rate of return on rate base and an established performance-adjusted benchmark rate of return under the formula rate plan performance-adjusted bandwidth mechanism.

The retail electric price variance is primarily due to higher storm damage rider revenues. Entergy Mississippi resumed billing the storm damage rider effective with the September 2017 billing cycle and ceased billing the storm damage rider effective with the August 2018 billing cycle.  See Note 2 to the financial statements for further discussion of the storm damage rider.

The volume/weather variance is primarily due to an increase of 643 GWh, or 5%, in billed electricity usage, including the effect of more favorable weather on residential sales.

2017 Compared to 2016

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 2017 to 2016.

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Amount
(In Millions)
2016 net revenue
$705.4
Volume/weather(18.2)
Retail electric price13.5
Other2.4
2017 net revenue
$703.1

The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales.

The retail electric price variance is primarily due to a $19.4 million net annual increase in rates, effective with the first billing cycle of July 2016, and an increase in the energy efficiency rider, effective with the first billing cycle of February 2017, each as approved by the MPSC. The increase was partially offset by decreased storm damage rider revenues due to resetting the storm damage provision to zero beginning with the November 2016 billing cycle. Entergy Mississippi resumed billing the storm damage rider effective with the September 2017 billing cycle. See Note 2 to the financial statements for further discussion of the formula rate plan and the storm damage rider.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:

a $5.8 million loss on the sale of fuel oil inventory per an agreement approved by the MPSC in June 2018 resulting from the stipulation related to the effects of the Tax Act. There is no effect on net income as the loss on the sale of fuel oil inventory is offset by a reduction in income tax expense. See Note 2 to the financial statements for discussion of the agreement;
an increase of $5.2 million in storm damage provisions. See Note 2 to the financial statements for a discussion of storm cost recovery;
an increase of $3.1 million in fossil-fueled generation expenses primarily due to an overall higher scope of work done during plant outages;
an increase of $2.7 million in customer service costs primarily due to write-offs of customer accounts and higher contract costs; and
an increase of $2.1 million in vegetation maintenance costs.

The increase was partially offset by a decrease of $2.4 million in compensation and benefits costs primarily due to lower incentive-based compensation accruals in 2018 as compared to 2017.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes and an increase in local franchise taxes. Ad valorem taxes increased primarily due to higher assessments and higher millage rates. Local franchise taxes increased primarily due to higher residential and commercial revenues in 2018 as compared to 2017.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Interest expense increased primarily due to the issuance of $150 million of 3.25% Series first mortgage bonds in November 2017.


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2017 Compared to 2016

Other operation and maintenance expenses decreased primarily due to:

a decrease of $12 million in fossil-fueled generation expenses primarily due to lower long-term service agreement costs and a lower scope of work done during plant outages in 2017 as compared to the same period in 2016; and
a decrease of $3.6 million in storm damage provisions. See Note 2 to the financial statements for a discussion of storm cost recovery.

The decrease was partially offset by an increase of $4.8 million in energy efficiency costs and an increase of $2.7 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to the prior year.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to interest income recorded in connection with the opportunity sales proceeding, interest income recorded on the deferred fuel balance, and an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017 as compared to 2016. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

Interest expense decreased primarily due to the refinancing at lower interest rates of certain first mortgage bonds in 2016 and the retirement, at maturity, of $125 million of 3.25% Series first mortgage bonds in June 2016. See Note 5 to the financial statements for details of long-term debt.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 were (41,237%), 40.2%, and 36.9%, respectively. The difference in the effective income tax rate of (41,237%) versus the federal statutory rate of 21% for 2018 was primarily due to the flow through of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory rates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.


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Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2018, 2017, and 2016 were as follows:
 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$6,096
 
$76,834
 
$145,605
      
Net cash provided by (used in): 
  
  
Operating activities418,382
 226,585
 212,280
Investing activities(419,453) (417,226) (289,444)
Financing activities31,929
 119,903
 8,393
Net increase (decrease) in cash and cash equivalents30,858
 (70,738) (68,771)
      
Cash and cash equivalents at end of period
$36,954
 
$6,096
 
$76,834

Operating Activities

Net cash flow provided by operating activities increased $191.8 million in 2018 primarily due to:

the receipt of $36.2 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding;
the timing of collection of receivables from customers;
the timing of recovery of fuel and purchased power costs;
$26.2 million in proceeds from the sale of fuel oil inventory in 2018;
the effect of favorable weather on billed sales; and
the timing of collection of storm damage rider revenues. See Note 2 to the financial statements for further discussion of the storm damage rider.

The increase was partially offset by the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

Net cash flow provided by operating activities increased $14.3 million in 2017 primarily due to the timing of recovery of fuel and purchased power costs in 2017 as compared to 2016 and an increase of $12.6 million in income tax refunds in 2017 as compared to 2016. Entergy Mississippi had income tax refunds in 2017 and 2016 in accordance with an intercompany income tax allocation agreement. The 2017 income tax refunds were primarily due to the utilization of Entergy Mississippi’s federal net operating losses and state income tax refunds resulting from the carryback of net operating losses. The increase was partially offset by the timing of payments to vendors.

Investing Activities

Net cash flow used in investing activities increased $2.2 million in 2018 primarily due to:

money pool activity;
an increase of $9 million in information technology construction expenditures primarily due to increased spending on various technology projects;
an increase of $8.4 million in distribution construction expenditures primarily due to increased spending on advanced metering infrastructure; and

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several individually insignificant items.

The increase was partially offset by:

a decrease of $35.7 million in transmission construction expenditures primarily due to a lower scope of work performed in 2018;
a decrease of $17.1 million in fossil-fueled generation construction expenditures primarily due to a lower scope of work performed in 2018; and
a decrease of $15.2 million in storm spending in 2018.

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 $39.7 million in 2018 compared to decreasing by $9 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $127.8 million in 2017 primarily due to:

an increase of $48.4 million in transmission construction expenditures primarily due to a higher scope of work performed in 2017 as compared to 2016;
an increase of $39.2 million in fossil-fueled generation construction expenditures primarily due to a higher scope of work performed in 2017 as compared to 2016; and
an increase of $30.2 million in distribution construction expenditures primarily due to an increase in storm spending in 2017 as compared to 2016 and increased spending on digital technology improvements within the customer contact centers.

Financing Activities

Net cash flow provided by financing activities decreased $88 million primarily due to:

the issuance of $150 million of 3.25% Series first mortgage bonds in November 2017; and
the redemption of $20 million of preferred stock in 2018 in connection with the internal restructuring. See Note 2 to the financial statements for further discussion of the internal restructuring and Note 6 to the financial statements for details of preferred stock activity.

The decrease was partially offset by:

the issuance of $55 million of 4.52% Series first mortgage bonds in December 2018;
a decrease of $16 million in common equity distributions paid in 2018 resulting from Entergy Mississippi’s historical and planned capital investments; and
an increase in advances received from customers for transmission projects.

Net cash flow provided by financing activities increased $111.5 million in 2017 primarily due to the issuance of $150 million of 3.25% Series first mortgage bonds in November 2017 and the redemption of $30 million of preferred stock in 2016, partially offset by the net issuance of $61.4 million of long-term debt in 2016.

See Note 5 to the financial statements for details on long-term debt.


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Capital Structure

Entergy Mississippi’s debt to capital ratio is balanced between equity and debt, as shown in the following table.
 December 31,
2018
 December 31,
2017
Debt to capital50.6% 51.5%
Effect of subtracting cash(0.7%) (0.2%)
Net debt to net capital49.9% 51.3%

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 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.

Entergy Mississippi seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy Mississippi may issue incremental debt or reduce distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing distributions, Entergy Mississippi may receive equity contributions to maintain the targeted capital structure.

Uses of Capital

Entergy Mississippi requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
distributions and interest payments.
Following are the amounts of Entergy Mississippi’s planned construction and other capital investments.
 2019 2020 2021
 (In Millions)
Planned construction and capital investment:     
Generation
$405
 
$50
 
$225
Transmission145
 140
 135
Distribution160
 160
 140
Utility Support75
 55
 35
Total
$785
 
$405
 
$535


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Following are the amounts of Entergy Mississippi’s existing debt obligations and lease obligations (includes estimated interest payments) and other purchase obligations.
 2019 2020-2021 2022-2023 After 2023 Total
 (In Millions)
Long-term debt (a)
$197
 
$84
 
$331
 
$1,590
 
$2,202
Operating leases
$9
 
$16
 
$9
 
$4
 
$38
Purchase obligations (b)
$219
 
$400
 
$371
 
$3,851
 
$4,841

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Mississippi, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 8 to the financial statements. 

In addition to the contractual obligations given above, Entergy Mississippi currently expects to contribute approximately $7.7 million to its qualified pension plans and approximately $123 thousand to other postretirement health care and life insurance plans in 2019, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.  See “Critical Accounting Estimates– Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.
Also, in addition to the contractual obligations, Entergy Mississippi has $30.5 million of unrecognized tax benefits and interest net of unused tax attributes for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Mississippi includes amounts associated with specific investments such as the Choctaw Generating Station and the Sunflower Solar Facility, each discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including advanced meters and related investments; resource planning, including potential generation projects; system improvements; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital.

As a wholly-owned subsidiary of Entergy Utility Holding Company, LLC, Entergy Mississippi pays distributions from its earnings at a percentage determined monthly.  

Choctaw Generating Station

In August 2018, Entergy Mississippi announced that it signed an asset purchase agreement to acquire from a subsidiary of GenOn Energy Inc. the Choctaw Generating Station, an 810 MW natural gas fired combined-cycle turbine plant located near French Camp, Mississippi.  The purchase price is expected to be approximately $314 million.  Entergy Mississippi also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $401 million.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from applicable federal and state regulatory and permitting agencies.  These include regulatory approvals from the MPSC and the FERC. Clearance under the Hart-Scott-Rodino Antitrust Improvements Act has occurred.  In October 2018, Entergy Mississippi filed an application with the MPSC seeking approval of the acquisition and cost recovery. In a separate filing in October 2018, Entergy Mississippi proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism,

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in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the non-fuel annual ownership costs of the Choctaw Generating Station, as well as to allow similar cost recovery treatment for other future capacity additions approved by the MPSC. Closing is expected to occur by the end of 2019.

Sunflower Solar Facility

In November 2018, Entergy Mississippi announced that it signed an agreement for the purchase of an approximately 100 MW to-be-constructed solar photovoltaic facility that will be sited on approximately 1,000 acres in Sunflower County, Mississippi.  The estimated base purchase price is approximately $138.4 million.  The estimated total investment, including the base purchase price and other related costs, for Entergy Mississippi to acquire the Sunflower Solar Facility is approximately $153.2 million. The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from applicable federal and state regulatory and permitting agencies.  The project will be built by Sunflower County Solar Project, LLC, a sub-subsidiary of Recurrent Energy, LLC. Entergy Mississippi will purchase the facility upon mechanical completion and after the other purchase contingencies have been met.  In December 2018, Entergy Mississippi filed a joint petition with Sunflower Solar Project at the MPSC for Sunflower Solar Project to construct and for Entergy Mississippi to acquire and thereafter own, operate, improve, and maintain the solar facility.  Entergy Mississippi has proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism, in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the annual ownership costs of the Sunflower Solar Facility.  Closing is expected to occur by the end of 2021.

Advanced Metering Infrastructure (AMI)

In November 2016, Entergy Mississippi filed an application seeking an order from the MPSC granting a certificate of public convenience and necessity and finding that Entergy Mississippi’s deployment of AMI is in the public interest. Entergy Mississippi proposed to replace existing meters with advanced meters that enable two-way data communication; to design and build a secure and reliable network to support such communications; and to implement support systems. AMI is intended to serve as the foundation of Entergy Mississippi’s modernized power grid. The filing included an estimate of implementation costs for AMI of $132 million. The filing identified a number of quantified and unquantified benefits, and Entergy Mississippi provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal benefit to customers of $496 million over a 15-year period, which when netted against the costs of AMI results in $183 million of net customer benefits. Entergy Mississippi also sought to continue to include in rate base the remaining book value, approximately $56 million at December 31, 2015, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Mississippi proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019, subject to approval by the MPSC. Deployment of the communications network began in 2018. Entergy Mississippi proposed to include the AMI deployment costs and the quantified benefits in existing rate mechanisms, primarily through future formula rate plan filings and/or future energy cost recovery rider schedule re-determinations, as applicable. In May 2017 the Mississippi Public Utilities Staff and Entergy Mississippi entered into and filed a joint stipulation supporting Entergy Mississippi’s filing, and the MPSC issued an order approving the filing without material changes, finding that Entergy Mississippi’s deployment of AMI is in the public interest and granting a certificate of public convenience and necessity. The MPSC order also confirmed that Entergy Mississippi shall continue to include in rate base the remaining book value of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. In June 2018, as part of the order approving the joint stipulation between the Mississippi Public Utilities Staff and Entergy Mississippi addressing Entergy Mississippi’s 2018 formula rate plan evaluation report and the ratemaking effects of the Tax Act, the MPSC approved the acceleration of the recovery of substantially all of Entergy Mississippi’s existing customer meters in anticipation of AMI deployment.


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Sources of Capital

Entergy Mississippi’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred membership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Mississippi may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest rates are favorable.

All debt and preferred membership interest issuances by Entergy Mississippi require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in its bond indenture and other agreements.  Entergy Mississippi has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Mississippi’s receivables from the money pool were as follows as of December 31 for each of the following years.
2018 2017 2016 2015
(In Thousands)
$41,380 $1,633 $10,595 $25,930

See Note 4 to the financial statements for a description of the money pool.

Entergy Mississippi has three separate credit facilities in the aggregate amount of $82.5 million scheduled to expire in May 2019. No borrowings were outstanding under the credit facilities as of December 31, 2018.  In addition, Entergy Mississippi is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations to MISO. As of December 31, 2018, $16.7 million of letters of credit were outstanding under Entergy Mississippi’s uncommitted letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

Entergy Mississippi obtained authorization from the FERC through November 2020 for short-term borrowings not to exceed an aggregate amount of $175 million at any time outstanding and long-term borrowings and security issuances. See Note 4 to the financial statements for further discussion of Entergy Mississippi’s short-term borrowing limits.

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that Entergy Mississippi charges for electricity significantly influence its financial position, results of operations, and liquidity. Entergy Mississippi is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the MPSC, is primarily responsible for approval of the rates charged to customers.

Formula Rate Plan Filings

In March 2016, Entergy Mississippi submitted its formula rate plan 2016 test year filing showing Entergy Mississippi’s projected earned return for the 2016 calendar year to be below the formula rate plan bandwidth. The filing showed a $32.6 million rate increase was necessary to reset Entergy Mississippi’s earned return on common equity to the specified point of adjustment of 9.96%, within the formula rate plan bandwidth. In June 2016 the MPSC approved Entergy Mississippi’s joint stipulation with the Mississippi Public Utilities Staff. The joint stipulation

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provided for a total revenue increase of $23.7 million. The revenue increase included a $19.4 million increase through the formula rate plan, resulting in a return on common equity point of adjustment of 10.07%. The revenue increase also included $4.3 million in incremental ad valorem tax expenses to be collected through an updated ad valorem tax adjustment rider. The revenue increase and ad valorem tax adjustment rider were effective with the July 2016 bills.

In March 2017, Entergy Mississippi submitted its formula rate plan 2017 test year filing and 2016 look-back filing showing Entergy Mississippi’s earned return for the historical 2016 calendar year and projected earned return for the 2017 calendar year to be within the formula rate plan bandwidth, resulting in no change in rates. In June 2017, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a stipulation that confirmed that Entergy Mississippi’s earned returns for both the 2016 look-back filing and 2017 test year were within the respective formula rate plan bandwidths. In June 2017 the MPSC approved the stipulation, which resulted in no change in rates.

In March 2018, Entergy Mississippi submitted its formula rate plan 2018 test year filing and 2017 look-back filing showing Entergy Mississippi’s earned return for the historical 2017 calendar year and projected earned return for the 2018 calendar year, in large part as a result of the lower federal corporate income tax rate effective in 2018, to be within the formula rate plan bandwidth, resulting in no change in rates. In June 2018, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a stipulation that confirmed that Entergy Mississippi’s earned returns for both the 2017 look-back filing and 2018 test year were within the respective formula rate plan bandwidths. In June 2018 the MPSC approved the stipulation, which resulted in no change in rates. See Note 2 to the financial statements for additional discussion regarding the treatment of the effects of the lower federal corporate income tax rate.

Entergy Mississippi’s formula rate plan includes a look-back evaluation report filing in March 2019 that will compare actual 2018 results to the performance-adjusted allowed return on rate base.  In fourth quarter 2018, Entergy Mississippi recorded a provision of $9.3 million that reflects the estimate of the difference between the 2018 earned rate of return on rate base and an established performance-adjusted benchmark rate of return under the formula rate plan performance-adjusted bandwidth mechanism.

In October 2018, Entergy Mississippi proposed revisions to its formula rate plan that would provide for a mechanism, the interim capacity rate adjustment mechanism, in the formula rate plan to recover the non-fuel related costs of additional owned capacity acquired by Entergy Mississippi, including the non-fuel annual ownership costs of the Choctaw Generating Station, as well as to allow similar cost recovery treatment for other future capacity additions, such as the Sunflower Solar facility, that are approved by the MPSC.

Internal Restructuring

See “Internal Restructuring” above for additional discussion of Entergy Mississippi’s internal restructuring. In December 2018, Entergy Mississippi filed its notice of intent to implement the restructuring credit rider to allow Entergy Mississippi to return credits of $27 million to retail customers over six years. In January 2019 the MPSC approved the proposed restructuring credit adjustment factor, which is effective for bills rendered beginning February 2019.

Fuel and Purchased Power Cost Recovery

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

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 reflected 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. In November 2014, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider.  Due to lower gas prices and a lower deferred fuel balance, the redetermined annual factor was a decrease from the revised interim net energy cost factor.  In January 2015 the MPSC approved the redetermined annual factor effective January 30, 2015.

Entergy Mississippi had a deferred fuel over-recovery balance of $58.3 million as of May 31, 2015, along with an under-recovery balance of $12.3 million under the power management rider. Pursuant to those tariffs, in July 2015, Entergy Mississippi filed for interim adjustments under both the energy cost recovery rider and the power management rider to flow through to customers the approximately $46 million net over-recovery over a six-month period. In August 2015, the MPSC approved the interim adjustments effective with September 2015 bills. In November 2015, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included a projected over-recovery balance of $48 million projected through January 31, 2016. In January 2016 the MPSC approved the redetermined annual factor effective February 1, 2016. The MPSC further ordered, however, that due to the significant change in natural gas price forecasts since Entergy Mississippi’s filing in November 2015 Entergy Mississippi shallshould file a revised fuel

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factor with the MPSC no later than February 1, 2016. Pursuant to that order, Entergy Mississippi submitted a revised fuel factor. Additionally, because Entergy Mississippi’s projected over-recovery balance for the period ending January 31, 2016 was $68 million, in February 2016, Entergy Mississippi filed for another interim adjustment to the energy cost factor effective April 2016 to flow through to customers the projected over-recovery balance over a six-month period. That interim adjustment was approved by the MPSC in February 2016 effective for April 2016 bills.

In November 2016, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an over-recovery of less than $2 million as of September 30, 2016. InAlso, in January 2017 the MPSC approved the annual factor effective with February 2017 bills. Also in January 2017 the MPSC certified to the Mississippi Legislature the audit reports of its independent auditors for the fuel year ending September 30, 2016. In its order, the MPSC expressly reserved the right to review and determine the recoverability of any and all purchased power expenditures made during fiscal year 2016. The MPSC hired independent auditors to conduct an annual operations audit and a financial audit. The independent auditors issued their audit reports in December 2017. The audit reports included several recommendations for action by Entergy Mississippi but did not recommend any cost disallowances. In January 2018 the MPSC certified the audit reports to the Mississippi Legislature. In November 2017 the Public Utilities Staff separately engaged a consultant to review the outage at the Grand Gulf Nuclear Station that began in 2016. The review is currently in progress.

In November 2017, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an under-recovery of approximately $61.5 million as of September 30, 2017. Entergy Mississippi proposed a two-tiered energy cost factor designed to promote overall rate stability throughout 2018 particularly during the summer months. In January 2018 the MPSC approved the proposed energy cost factors effective for February 2018 bills.

In November 2018, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. The calculation of the annual factor included an under-recovery of approximately $57 million as of September 30, 2018. In January 2019 the MPSC approved the proposed energy cost factor effective for February 2019 bills.

Mississippi Attorney General Complaint

The Mississippi attorney generalAttorney General filed a complaint in state court in December 2008 against Entergy Corporation, Entergy Mississippi, Entergy Services, and Entergy Power alleging, among other things, violations of Mississippi statutes, fraud, and breach of good faith and fair dealing, and requesting an accounting and restitution.  The complaint is wide ranging and relates to tariffs and procedures under which Entergy Mississippi purchases power not generated in Mississippi to meet electricity demand.  Entergy believes the complaint is unfounded.  In December 2008 the defendant Entergy companies removed the Attorney General’s lawsuit to U.S. District Court in Jackson, Mississippi. TheIn June 2010 the MPSC authorized the deferral of certain legal expenses associated with this litigation until it is resolved. As of December 31, 2018, Entergy Mississippi attorney general moved to remand the matter to state court.has a regulatory asset of $23.6 million for these deferred legal expenses. Pre-trial and settlement conferences were held in October 2018. In August 2012October 2018 the District Court issued an opinion denyingrescheduled the Attorney General’s motion for remand, finding that the District Court has subject matter jurisdiction under the Class Action Fairness Act.

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The defendant Entergy companies answered the complaint and filed a counterclaim for relief based upon the Mississippi Public Utilities Act and the Federal Power Act.  In May 2009 the defendant Entergy companies filed a motion for judgment on the pleadings asserting grounds of federal preemption, the exclusive jurisdiction of the MPSC, and factual errors in the Attorney General’s complaint.  In September 2012 the District Court heard oral argument on Entergy’s motion for judgment on the pleadings.  

In January 2014 the U.S. Supreme Court issued a decision in which it held that cases brought by attorneys general as the sole plaintifftrial to enforce state laws were not considered “mass actions” under the Class Action Fairness Act, so as to establish federal subject matter jurisdiction. One day later the Attorney General renewed his motion to remand the Entergy case back to state court, citing the U.S. Supreme Court’s decision. The defendant Entergy companies responded to that motion reiterating the additional grounds asserted for federal question jurisdiction, and the District Court held oral argument on the renewed motion to remand in February 2014. In April 2015 the District Court entered an order denying the renewed motion to remand, holding that the District Court has federal question subject matter jurisdiction. The Attorney General appealed to the U.S. Fifth Circuit Court of Appeals the denial of the motion to remand. In July 2015 the Fifth Circuit issued an order denying the appeal, and the Attorney General subsequently filed a petition for rehearing of the request for interlocutory appeal, which was also denied. In December 2015 the District Court ordered that the parties submit to the court undisputed and disputed facts that are material to the Entergy defendants’ motion for judgment on the pleadings, as well as supplemental briefs regarding the same. Those filings were made in January 2016.

In September 2016 the Attorney General filed a mandamus petition with the U.S. Fifth Circuit Court of Appeals in which the Attorney General asked the Fifth Circuit to order the chief judge to reassign this case to another judge. In September 2016 the District Court denied the Entergy companies’ motion for judgment on the pleadings. The Entergy companies filed a motion seeking to amend the District Court’s order denying the Entergy companies’ motion for judgment on the pleadings and allowing an interlocutory appeal. In October 2016 the Fifth Circuit granted the Attorney General’s motion for writ of mandamus and directed the chief judge to assign the case to a new judge. The case was reassigned in October 2016. In January 2017 the District Court denied the Entergy companies’ motion to amend the order denying the motion for judgment on the pleadings, and the parties are in the process of preparing a proposed case management order.

Advanced Metering Infrastructure (AMI) Filing

In November 2016, Entergy Mississippi filed an application seeking an order from the MPSC granting a certificate of public convenience and necessity and finding that Entergy Mississippi’s deployment of AMI is in the public interest. Entergy Mississippi proposed to replace existing meters with advanced meters that enable two-way data communication; to design and build a secure and reliable network to support such communications; and to implement support systems. AMI is intended to serve as the foundation of Entergy Mississippi’s modernized power grid. The filing identified a number of quantified and unquantified benefits, and Entergy Mississippi provided a cost benefit analysis showing that its AMI deployment is expected to produce a nominal benefit to customers of $496 million over a 15 year period, which when netted against the costs of AMI results in $183 million of net customer benefits. Entergy Mississippi also sought to continue to include in rate base the remaining book value at December 31, 2015, approximately $56 million, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Mississippi proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019, subject to approval by the MPSC, with deployment of the communications network expected to begin in 2018. Entergy Mississippi proposed to include the AMI deployment costs and the quantified benefits in existing rate mechanisms, primarily through future formula rate plan filings and/or future energy cost recovery rider schedule re-determinations, as applicable.2019.

Storm Damage Provision and Storm Cost Recovery Filings with Retail Regulators

On July 1, 2013, Entergy Mississippi andhas approval from the Mississippi Public Utilities Staff entered intoMPSC to collect a joint stipulation, wherein both parties agreed that approximately $32storm damage provision of $1.75 million inper month. If Entergy Mississippi’s accumulated storm restoration costs incurred in 2011 and 2012 were

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prudently incurred and chargeable to the storm damage provision while approximately $700,000 in prudently incurred costs were more properly recoverable through the formula rate plan. Entergy Mississippi and the Mississippi Public Utilities Staff also agreedceases until such time that the accumulated storm damage provision should be increased from $750,000 per month to $1.75 million per month. In September 2013 the MPSC approved the joint stipulation with the increase in the storm damage provision effective with October 2013 bills. In February 2015, Entergy Mississippi provided notice to the Mississippi Public Utilities Staff that the storm damage provision would be set to zero effective with the March 2015 billing cycle as a result of Entergy Mississippi’s storm damage provision balance exceeding $15 million as of January 31, 2015, but would return to its current level when the storm damage provision balance becomes less than $10 million. As of April 30, 2016, Entergy Mississippi’s storm damage provision balance was less than $10 million, therefore Entergy Mississippi resumed billing the monthly storm damage provision effective with June 2016 bills. As of September 30, 2016, however, Entergy Mississippi’s storm damage provision balance again exceeded $15 million. Accordingly the storm damage provision was reset to zero beginning with the November 2016 billing cycle and will remain at zero untilbills. As of July 31, 2017, the balance in Entergy Mississippi’s accumulated storm damage provision was again becomes less than $10 million, at which time it will returntherefore

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Entergy Mississippi resumed billing the monthly storm damage provision effective with September 2017 bills. As of June 30, 2018, Entergy Mississippi’s storm damage provision balance exceeded $15 million. Accordingly the storm damage provision was reset to its prior level.zero beginning with August 2018 bills.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

See the “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of nuclear matters.

Environmental Risks

Entergy Mississippi’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that Entergy Mississippi is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.


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Unbilled RevenueTrust Fund Investments

See “Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the unbilled revenue amounts.impairment of long-lived assets.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.


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Qualified Pension and Other Postretirement Benefits

Entergy Mississippi’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Cost Sensitivity

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Projected Qualified Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Projected Qualified Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $901 
$12,896
 (0.25%) $755 $11,196
Rate of return on plan assets (0.25%) $818 $-
 (0.25%) $823 $—
Rate of increase in compensation 0.25% $409 
$2,519
 0.25% $392 $1,940

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $195 $2,334 (0.25%) $153 $2,004
Health care cost trend 0.25% $343 $1,909 0.25% $248 $1,617

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


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Costs and Funding

Total qualified pension cost for Entergy Mississippi in 20162018 was $9.5$10.8 million. Entergy Mississippi anticipates 20172019 qualified pension cost to be $8.5 million. In 2016, Entergy Mississippi refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $3.8$11.3 million.  Entergy Mississippi contributed $20$14.9 million to its qualified pension plans in 20162018 and estimates 20172019 pension contributions will be approximately $19.1$7.7 million, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

Total postretirement health care and life insurance benefit income for Entergy Mississippi in 20162018 was $1.2$1.5 million. Entergy Mississippi expects 20172019 postretirement health care and life insurance benefit income of approximately $1 million. In 2016, Entergy Mississippi refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $770$425 thousand. Entergy Mississippi contributed $685$87 thousand to its other postretirement plans in 20162018 and estimates that 20172019 contributions will be approximately $140$123 thousand.

The retirement
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Management’s Financial Discussion and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $33.5 million in the qualified pension benefit obligation and $4.6 million in the accumulated postretirement obligation.  The new mortality assumptions increased anticipated 2015 qualified pension cost by approximately $4.8 million and other postretirement cost by approximately $0.6 million. In 2016, the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.Analysis


Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Note 1 to the financial statements for a discussion of new accounting pronouncements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors and Shareholders of
Entergy Mississippi, Inc.
Jackson, MississippiLLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Entergy Mississippi, Inc.LLC (the “Company”) as of December 31, 20162018 and 2015, and2017, the related income statements, statements of income, cash flows and statements of changes in commonmember’s equity (pages 376 through 380 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Mississippi, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.


ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
INCOME STATEMENTS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING REVENUES            
Electric 
$1,094,649
 
$1,396,985
 
$1,524,193
 
$1,335,112
 
$1,198,229
 
$1,094,649
            
OPERATING EXPENSES  
  
  
  
  
  
Operation and Maintenance:  
  
  
  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 95,090
 291,666
 325,643
 260,198
 185,816
 95,090
Purchased power 297,902
 389,950
 493,533
 364,575
 328,463
 297,902
Other operation and maintenance 250,443
 261,255
 256,339
 261,613
 240,738
 248,019
Asset write-off 
 
 56,225
Taxes other than income taxes 94,482
 94,152
 87,936
 101,999
 95,051
 94,482
Depreciation and amortization 136,214
 129,029
 113,903
 152,577
 143,479
 136,214
Other regulatory charges (credits) - net (3,721) 19,027
 3,854
 147,704
 (19,134) (3,721)
TOTAL 870,410
 1,185,079
 1,337,433
 1,288,666
 974,413
 867,986
            
OPERATING INCOME 224,239
 211,906
 186,760
 46,446
 223,816
 226,663
            
OTHER INCOME  
  
  
  
  
  
Allowance for equity funds used during construction 5,801
 3,095
 2,380
 8,710
 9,667
 5,801
Interest and investment income 656
 195
 1,055
 135
 85
 656
Miscellaneous - net (3,531) (4,418) (3,905) (2,732) (2,232) (5,955)
TOTAL 2,926
 (1,128) (470) 6,113
 7,520
 502
            
INTEREST EXPENSE  
  
  
  
  
  
Interest expense 57,114
 57,842
 57,002
 55,905
 51,260
 57,114
Allowance for borrowed funds used during construction (2,987) (1,644) (1,243) (3,651) (3,875) (2,987)
TOTAL 54,127
 56,198
 55,759
 52,254
 47,385
 54,127
            
INCOME BEFORE INCOME TAXES 173,038
 154,580
 130,531
 305
 183,951
 173,038
            
Income taxes 63,854
 61,872
 55,710
 (125,773) 73,919
 63,854
            
NET INCOME 109,184
 92,708
 74,821
 126,078
 110,032
 109,184
         

  
Preferred dividend requirements and other 2,443
 2,828
 2,828
 834
 953
 2,443
            
EARNINGS APPLICABLE TO COMMON STOCK 
$106,741
 
$89,880
 
$71,993
EARNINGS APPLICABLE TO COMMON EQUITY 
$125,244
 
$109,079
 
$106,741
            
See Notes to Financial Statements.  
  
  
  
  
  




ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
STATEMENTS OF CASH FLOWS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING ACTIVITIES            
Net income 
$109,184
 
$92,708
 
$74,821
 
$126,078
 
$110,032
 
$109,184
Adjustments to reconcile net income to net cash flow provided by operating activities:            
Depreciation and amortization 136,214
 129,029
 113,903
 152,577
 143,479
 136,214
Deferred income taxes, investment tax credits, and non-current taxes accrued 60,986
 18,673
 32,472
 56,502
 84,816
 60,986
Changes in assets and liabilities:  
  
  
  
  
  
Receivables (28,819) 50,199
 (27,444) 37,762
 (29,528) (28,819)
Fuel inventory 401
 (8,537) 6,163
 33,675
 5,266
 401
Accounts payable 33,733
 (26,682) (14,618) (7,472) 3,595
 33,733
Taxes accrued 20,579
 (10,104) 318
 (5,291) 18,803
 20,579
Interest accrued 822
 (2,341) 2,789
 (2,670) 1,248
 822
Deferred fuel costs (114,711) 105,560
 40,251
 24,428
 (25,487) (114,711)
Other working capital accounts (5,222) (663) 17,567
 (9,902) 5,115
 (5,222)
Provisions for estimated losses 6,378
 (2,080) 14,468
 6,378
 (9,676) 6,378
Other regulatory assets (3,626) 39,582
 (36,875) 54,860
 (17,412) (3,626)
Other regulatory liabilities (131,856) 405,395
 (2,986)
Deferred tax rate change recognized as regulatory liability/asset 
 (452,429) 
Pension and other postretirement liabilities (10,648) (14,939) 68,434
 (8,405) (8,055) (10,648)
Other assets and liabilities 7,009
 1,874
 11,214
 91,718
 (8,577) 9,995
Net cash flow provided by operating activities 212,280
 372,279
 303,463
 418,382
 226,585
 212,280
INVESTING ACTIVITIES  
  
  
  
  
  
Construction expenditures (310,356) (235,894) (179,544) (387,293) (427,616) (310,356)
Allowance for equity funds used during construction 5,801
 3,095
 2,380
 8,710
 9,667
 5,801
Insurance proceeds 
 12,932
 
Changes in money pool receivable - net 15,335
 (25,286) (644) (39,747) 8,962
 15,335
Payment for purchase of assets 
 (6,958) 
Other (224) 26
 43
 (1,123) (1,281) (224)
Net cash flow used in investing activities (289,444) (245,127) (177,765) (419,453) (417,226) (289,444)
FINANCING ACTIVITIES  
  
  
  
  
  
Proceeds from the issuance of long-term debt 623,812
 
 98,668
 54,449
 148,185
 623,812
Retirement of long-term debt (562,400) 
 (95,000) 
 
 (562,400)
Changes in money pool payable - net 
 
 (3,536)
Redemption of preferred stock (30,000) 
 
 (21,208) 
 (30,000)
Dividends paid:  
  
  
Common stock (24,000) (40,000) (61,400)
Distributions/dividends paid:  
  
  
Common equity (10,000) (26,000) (24,000)
Preferred stock (2,755) (2,828) (2,828) (993) (953) (2,755)
Other 3,736
 (352) 
 9,681
 (1,329) 3,736
Net cash flow provided by (used in) financing activities 8,393
 (43,180) (64,096)
Net cash flow provided by financing activities 31,929
 119,903
 8,393
Net increase (decrease) in cash and cash equivalents (68,771) 83,972
 61,602
 30,858
 (70,738) (68,771)
Cash and cash equivalents at beginning of period 145,605
 61,633
 31
 6,096
 76,834
 145,605
Cash and cash equivalents at end of period 
$76,834
 
$145,605
 
$61,633
 
$36,954
 
$6,096
 
$76,834
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
  
    
  
Cash paid (received) during the period for:  
  
  
  
  
  
Interest - net of amount capitalized 
$53,693
 
$57,576
 
$51,509
 
$56,037
 
$47,631
 
$53,693
Income taxes 
($12,487) 
$61,333
 
$19,650
 
($19,118) 
($25,043) 
($12,487)
See Notes to Financial Statements.  
  
  
  
  
  

ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
BALANCE SHEETSASSETS
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$16
 
$1,426
 
$11
 
$1,607
Temporary cash investments 76,818
 144,179
 36,943
 4,489
Total cash and cash equivalents 76,834
 145,605
 36,954
 6,096
Accounts receivable:  
  
  
  
Customer 51,218
 56,685
 73,205
 72,039
Allowance for doubtful accounts (549) (718) (563) (574)
Associated companies 45,973
 34,964
 51,065
 45,081
Other 12,006
 8,276
 8,647
 9,738
Accrued unbilled revenues 51,327
 47,284
 50,171
 54,256
Total accounts receivable 159,975
 146,491
 182,525
 180,540
Deferred fuel costs 6,957
 
 8,016
 32,444
Fuel inventory - at average cost 50,872
 51,273
 11,931
 45,606
Materials and supplies - at average cost 41,146
 39,491
 47,255
 42,571
Prepayments and other 8,873
 5,184
 9,365
 7,041
TOTAL 344,657
 388,044
 296,046
 314,298
        
OTHER PROPERTY AND INVESTMENTS  
  
  
  
Non-utility property - at cost (less accumulated depreciation) 4,608
 4,625
 4,576
 4,592
Escrow accounts 31,783
 41,726
 32,447
 31,969
TOTAL 36,391
 46,351
 37,023
 36,561
        
UTILITY PLANT  
  
  
  
Electric 4,321,214
 4,083,933
 4,780,720
 4,660,297
Property under capital lease 1,590
 2,942
 
 125
Construction work in progress 118,182
 114,067
 128,149
 149,367
TOTAL UTILITY PLANT 4,440,986
 4,200,942
 4,908,869
 4,809,789
Less - accumulated depreciation and amortization 1,602,711
 1,534,522
 1,641,821
 1,681,306
UTILITY PLANT - NET 2,838,275
 2,666,420
 3,267,048
 3,128,483
        
DEFERRED DEBITS AND OTHER ASSETS  
  
  
  
Regulatory assets:  
  
  
  
Regulatory asset for income taxes - net 38,284
 45,790
Other regulatory assets 342,213
 328,681
 343,049
 397,909
Other 2,320
 2,121
 3,638
 2,124
TOTAL 382,817
 376,592
 346,687
 400,033
        
TOTAL ASSETS 
$3,602,140
 
$3,477,407
 
$3,946,804
 
$3,879,375
        
See Notes to Financial Statements.  
  
  
  

ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
BALANCE SHEETSLIABILITIES AND EQUITY
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT LIABILITIES        
Currently maturing long-term debt 
$—
 
$125,000
 
$150,000
 
$—
Accounts payable:  
  
  
  
Associated companies 43,647
 38,496
 42,928
 55,689
Other 80,227
 51,502
 79,117
 77,326
Customer deposits 84,112
 81,583
 85,085
 83,654
Taxes accrued 64,040
 43,461
 77,552
 82,843
Interest accrued 21,653
 20,831
 20,231
 22,901
Deferred fuel costs 
 107,754
Other 9,554
 22,754
 7,526
 12,785
TOTAL 303,233
 491,381
 462,439
 335,198
        
NON-CURRENT LIABILITIES  
  
  
  
Accumulated deferred income taxes and taxes accrued 861,331
 810,635
 551,869
 488,806
Accumulated deferred investment tax credits 8,667
 4,645
 10,186
 8,867
Regulatory liability for income taxes - net 246,402
 411,011
Other regulatory liabilities 33,622
 869
Asset retirement cost liabilities 8,722
 8,252
 9,206
 9,219
Accumulated provisions 54,440
 48,062
 51,142
 44,764
Pension and other postretirement liabilities 109,551
 120,217
 93,100
 101,498
Long-term debt 1,120,916
 920,085
 1,175,750
 1,270,122
Other 20,108
 11,699
 20,862
 10,770
TOTAL 2,183,735
 1,923,595
 2,192,139
 2,345,926
        
Commitments and Contingencies 

 

 

 

        
Preferred stock without sinking fund 20,381
 50,381
 
 20,381
        
COMMON EQUITY  
  
Common stock, no par value, authorized 12,000,000 shares; issued and outstanding 8,666,357 shares in 2016 and 2015 199,326
 199,326
Capital stock expense and other 167
 (690)
Retained earnings 895,298
 813,414
EQUITY  
  
Member's equity 1,292,226
 1,177,870
TOTAL 1,094,791
 1,012,050
 1,292,226
 1,177,870
        
TOTAL LIABILITIES AND EQUITY 
$3,602,140
 
$3,477,407
 
$3,946,804
 
$3,879,375
        
See Notes to Financial Statements.  
  
  
  


ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
    
 Common Equity  
 Common Stock Capital Stock Expense and Other Retained Earnings Total
 (In Thousands)
        
Balance at December 31, 2013
$199,326
 
($690) 
$752,941
 
$951,577
Net income
 
 74,821
 74,821
Common stock dividends
 
 (61,400) (61,400)
Preferred stock dividends
 
 (2,828) (2,828)
Balance at December 31, 2014
$199,326
 
($690) 
$763,534
 
$962,170
Net income
 
 92,708
 92,708
Common stock dividends
 
 (40,000) (40,000)
Preferred stock dividends
 
 (2,828) (2,828)
Balance at December 31, 2015
$199,326
 
($690) 
$813,414
 
$1,012,050
Net income
 
 109,184
 109,184
Common stock dividends
 
 (24,000) (24,000)
Preferred stock dividends
 
 (2,443) (2,443)
Preferred stock redemption
 857
 (857) 
Balance at December 31, 2016
$199,326
 
$167
 
$895,298
 
$1,094,791
        
See Notes to Financial Statements. 
  
  
  
ENTERGY MISSISSIPPI, LLC
STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Member's Equity
(In Thousands)
Balance at December 31, 2015
$1,012,050
Net income109,184
Common equity distributions(24,000)
Preferred stock dividends(2,443)
Balance at December 31, 2016
$1,094,791
Net income110,032
Common equity distributions(26,000)
Preferred stock dividends(953)
Balance at December 31, 2017
$1,177,870
Net income126,078
Common equity distributions(10,000)
Preferred stock dividends(834)
Other(888)
Balance at December 31, 2018
$1,292,226
See Notes to Financial Statements.


ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                  
2016 2015 2014 2013 20122018 2017 2016 2015 2014
(In Thousands)(In Thousands)
                  
Operating revenues
$1,094,649
 
$1,396,985
 
$1,524,193
 
$1,334,540
 
$1,120,366

$1,335,112
 
$1,198,229
 
$1,094,649
 
$1,396,985
 
$1,524,193
Net income
$109,184
 
$92,708
 
$74,821
 
$82,159
 
$46,768

$126,078
 
$110,032
 
$109,184
 
$92,708
��
$74,821
Total assets
$3,602,140
 
$3,477,407
 
$3,358,625
 
$3,234,875
 
$3,337,230

$3,946,804
 
$3,879,375
 
$3,602,140
 
$3,477,407
 
$3,358,625
Long-term obligations (a)
$1,141,924
 
$972,058
 
$1,097,182
 
$1,092,786
 
$1,108,432

$1,175,750
 
$1,290,503
 
$1,141,924
 
$972,058
 
$1,097,182
                  
(a) Includes long-term debt (excluding currently maturing debt), non-current capital lease obligations, and preferred stock without sinking fund.
                  
2016 2015 2014 2013 20122018 2017 2016 2015 2014
(Dollars In Millions)(Dollars In Millions)
                  
Electric Operating Revenues: 
  
  
  
  
 
  
  
  
  
Residential
$459
 
$565
 
$585
 
$527
 
$454

$579
 
$502
 
$459
 
$565
 
$585
Commercial374
 465
 481
 432
 381
462
 423
 374
 465
 481
Industrial134
 164
 175
 156
 140
175
 159
 134
 164
 175
Governmental38
 47
 47
 42
 37
44
 41
 38
 47
 47
Total retail1,005
 1,241
 1,288
 1,157
 1,012
1,260
 1,125
 1,005
 1,241
 1,288
Sales for resale: 
  
  
  
  
 
  
  
  
  
Associated companies1
 75
 153
 92
 23
1
 
 1
 75
 153
Non-associated companies30
 10
 14
 24
 24
25
 18
 30
 10
 14
Other59
 71
 69
 62
 61
49
 55
 59
 71
 69
Total
$1,095
 
$1,397
 
$1,524
 
$1,335
 
$1,120

$1,335
 
$1,198
 
$1,095
 
$1,397
 
$1,524
                  
Billed Electric Energy Sales (GWh):   
  
  
  
   
  
  
  
Residential5,617
 5,661
 5,672
 5,629
 5,550
5,829
 5,308
 5,617
 5,661
 5,672
Commercial4,894
 4,913
 4,821
 4,815
 4,915
4,865
 4,783
 4,894
 4,913
 4,821
Industrial2,493
 2,283
 2,297
 2,265
 2,400
2,559
 2,536
 2,493
 2,283
 2,297
Governmental439
 433
 414
 409
 408
438
 421
 439
 433
 414
Total retail13,443
 13,290
 13,204
 13,118
 13,273
13,691
 13,048
 13,443
 13,290
 13,204
Sales for resale: 
  
  
  
  
 
  
  
  
  
Associated companies
 1,419
 2,657
 1,543
 232

 
 
 1,419
 2,657
Non-associated companies1,021
 261
 193
 304
 265
1,060
 857
 1,021
 261
 193
Total14,464
 14,970
 16,054
 14,965
 13,770
14,751
 13,905
 14,464
 14,970
 16,054


ENTERGY NEW ORLEANS, INC.LLC AND SUBSIDIARIES

MANAGEMENTS FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

20162018 Compared to 20152017

Net income increased $3.9$8.6 million primarily due to a lower effective income tax rate and higher net revenue, after excluding the effect of the return of unprotected excess accumulated deferred income taxes to customers which is offset in income taxes, partially offset by higher other operation and maintenance expenses, lower other income, and higher depreciation and amortization expenses.

2017 Compared to 2016

Net income decreased $4.3 million primarily due to higher taxes other than income taxes, lower net revenue, and a higher effective income tax rate, partially offset by higher depreciation and amortization expenses, higher interest expense, and lower other income.

2015 Compared to 2014

Net income increased $13.9 million primarily due to lower other operation and maintenance expenses and higher net revenue, partially offset by a higher effective income tax rate.other income.

Net Revenue

20162018 Compared to 20152017

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 20162018 to 2015.2017.
 Amount
 (In Millions)
  
20152017 net revenue
$293.9311.9
Retail electric priceReturn of unprotected excess accumulated deferred income taxes to customers39.0(13.4
)
Net gas revenue(2.52.9)
Volume/weather(5.110.7)
Other(8.11.5)
20162018 net revenue
$317.2310.6
    
The retail electric price variancereturn of unprotected excess accumulated deferred income taxes to customers is primarily due to an increasethe return of unprotected excess accumulated deferred income taxes through the fuel adjustment clause beginning in July 2018. There is no effect on net income as the purchased power and capacity acquisition cost recovery rider, as approvedreduction in net revenue is offset by the City Council, effective with the first billing cycle of March 2016, primarily related to the purchase of Power Block 1 of the Union Power Station.a reduction in income tax expense. See Note 142 to the financial statements for further discussion of regulatory activity regarding the Union Power Station purchase.Tax Cuts and Jobs Act.

The net gas revenue variance is primarily due to the effect of lessmore favorable weather on residential and commercial sales.

The volume/weather variance is primarily due to a decreasean increase of 112292 GWh, or 2%5%, in billed electricity usage, partially offset byincluding the effect of more favorable weather on residential and commercial sales and a 2%1% increase in the average number of electric customers.


382

Table of Contents
Entergy New Orleans, Inc.LLC and Subsidiaries
Management’s Financial Discussion and Analysis


20152017 Compared to 20142016

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 20152017 to 2014.2016.
 Amount
 (In Millions)
  
20142016 net revenue
$284.9317.2
Retail electric price(6.4)
Volume/weather9.8
 Net gas revenue(3.14.3)
Other2.35.4
20152017 net revenue
$293.9311.9

The volume/weatherretail electric price variance is primarily due to an increase of 165 GWh, or 3%, in billed electricity usage, primarilya net decrease in the residentialpurchased power and commercial sectors, including the effect of favorable weather on commercial sales in 2015 andcapacity acquisition cost recovery rider. There was a 2% increasedecrease in the average numberrider primarily due to credits to customers as part of electric customers.the Entergy New Orleans internal restructuring agreement in principle, effective with the first billing cycle of June 2017, partially offset by lower credits to customers in 2017 related to the retirement of Michoud Units 2 and 3. See Note 2 to the financial statements for further discussion of the credits associated with Entergy New Orleans’s internal restructuring and the Michoud retirement.

The net gas revenuevolume/weather variance is primarily due to the effect of less favorable weather primarily on residential sales.and commercial sales, partially offset by an increase in residential and commercial usage resulting from a 1% increase in the average number of residential and commercial electric customers.

Other Income Statement Variances

20162018 Compared to 20152017

Other operation and maintenance expenses increased primarily due to:

an increase of $2.9 million in distribution expenses primarily due to higher contract labor costs;
an increase of $2.8 million in energy efficiency costs;
an increase of $2.2 million in gas operation expenses primarily due to higher labor costs, including contract labor;
an increase of $2.1 million in loss provisions;
an increase of $2.1 million in information technology costs primarily due to higher software maintenance costs and higher contract costs; and
an increase of $1.9 million in customer service costs primarily due to higher write-offs of customer accounts in 2018.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income decreased primarily due to the accrual in fourth quarter 2018 of a $5 million settlement offer in the New Orleans Power Station show cause proceeding. See “Liquidity and Capital Resources - Uses of Capital -New Orleans Power Station” below for discussion of the New Orleans Power Station proceedings.


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2017 Compared to 2016

Other operation and maintenance expenses decreased primarily due to:

a decrease of $6.1$7.9 million in fossil-fueled generation expenses primarily due to lower outage costs at Power Block 1 of the Union Power Station in 2017 as compared to 2016, the deactivation of Michoud Units 2 and 3 effective May 2016, and asbestos loss provisions in 2016;
a decrease of $4.5 million in other loss provisions; and
a decrease of $2.8 million due to lower transmission equalization expenses, as allocated under the System Agreement as compared to the same period in 2015 primarily due to the terminationwrite-offs of the System Agreement. See Note 2 to the financial statements for further discussion on the System Agreement termination;
a decrease of $4.4 million due to the cessation of storm damage provisions in August 2015. See Note 2 to the financial statements for further discussion of storm cost recovery; and
a decrease of $3.1 million in compensation and benefits costs primarily due to a decrease in net periodic pension and other postretirement benefits costs as a result of an increase in the discount rate used to value the benefit liabilities and a refinement in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs.
uncollectible customer accounts.

The decrease was partially offset by:

an increase of $5.7$4 million in fossil-fueled generationdistribution expenses primarily due to an increase as a result of the purchase of Power Block 1 of the Union Power Station in March 2016, partially offset by a decrease as a result of the deactivation of Michoud Units 2higher labor costs, including contract labor, and 3 effective May 2016.  See Note 14 to the financial statements for discussion of the Union Power Station purchase;
an increase of $3.1 million due to an increase in loss reserves;higher vegetation maintenance costs; and
an increase of $2.8 million due to higher write-offs of uncollectible customer accounts in 2016 as compared to 2015.

Depreciation and amortization expenses increased primarily due to additions to plant in service, including the purchase of Power Block 1 of the Union Power Station in March 2016, partially offset by the deactivation of Michoud Units 2 and 3 effective May 2016.

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Interest expense increased primarily due to the issuance of $110 million of 5.50% Series first mortgage bonds in March 2016 and the issuance of $98.7 million of storm cost recovery bonds in July 2015. See Note 5 to the financial statements for details on long-term debt.

Other income decreased primarily due to an increase in charitable contributions made in 2016 as compared to 2015.
2015 Compared to 2014

Other operation and maintenance expenses decreased primarily due to a decrease of $9.9$1.3 million in fossil-fueled generation expenses primarily resulting from a lower scope of work in 2015 and a decrease in asbestos loss reserves in 2015, and a decrease of $3 million due to the cessation of storm damage provisions in August 2015. See Note 2 to the financial statements for further discussion of storm costs recovery.energy efficiency costs.

Taxes other than income taxes decreasedincreased primarily due to an increase in ad valorem taxes and higher local franchise taxes. Ad valorem taxes increased primarily due to higher assessments, including the assessment of Arkansas ad valorem taxes on the Union Power Station beginning in 2017. Local franchise taxes increased primarily due to higher electric retail revenues in 2017 as compared to 2016.

Other income increased primarily due to a decrease in local franchise taxes resulting from lower electric and gas retail revenuescharitable contributions made in 20152017 as compared to 2014 and a decrease in ad valorem taxes resulting from lower assessments and higher capitalized taxes.2016.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 2015,were (4.8%), 42.8%, and 2014 were 37.0%, 35.9%, and 30.2%, respectively. The difference in the effective income tax rate of (4.8%) versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory raterates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.


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Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$88,876
 
$42,389
 
$33,489

$32,741
 
$103,068
 
$88,876
          
Net cash provided by (used in): 
  
  
 
  
  
Operating activities205,211
 105,068
 88,933
171,778
 127,797
 205,211
Investing activities(322,681) (173,460) (72,383)(207,616) (109,500) (322,681)
Financing activities131,662
 114,879
 (7,650)22,774
 (88,624) 131,662
Net increase in cash and cash equivalents14,192
 46,487
 8,900
Net increase (decrease) in cash and cash equivalents(13,064)
(70,327)
14,192
          
Cash and cash equivalents at end of period
$103,068
 
$88,876
 
$42,389

$19,677


$32,741


$103,068

Operating Activities

Net cash flow provided by operating activities increased $100.1$44 million in 20162018 primarily due toto:

an increase of $31.1 million in 2018 of income tax refunds of $86 million in 2016 as compared to income tax payments of $8.1 million in 2015.refunds. Entergy New Orleans had income tax refunds in 20162018 and income tax payments in 20152017 in accordance with an intercompany income tax allocation agreement. The income tax refunds in 2018 resulted from the utilization of Entergy New Orleans’s net operating loss; and
the receipt of $7 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy CorporationArkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the opportunity sales proceeding.

The increase was partially offset by the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Subsidiary Companies Intercompany Income Tax Allocation Agreement.Jobs Act.

Net cash flow provided by operating activities decreased $77.4 million in 2017 primarily due to a decrease of $77.3 million in income tax refunds in 2017 compared to 2016 and the timing of collections of receivables from customers and payments to vendors. Entergy New Orleans had income tax refunds in 2017 and 2016 in accordance with an intercompany income tax allocation agreement. The 2016 income tax refunds resulted primarily from deductible temporary differences. The decrease was partially offset by an increase due to the timing of recovery of fuel and purchased power costs.

Investing Activities
Net cash flow used in investing activities increased $98.1 million in 2018 primarily due to an increase of $74.5 million in fossil-fueled generation construction expenditures due to higher spending on the New Orleans Power Station project in 2018 as compared to 2017 and money pool activity.

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 by $9.3 million in 2018 compared to decreasing by $1.5 million in 2017. 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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Net cash flow provided by operating activities increased $16.1 million in 2015 primarily due to an increase in net income.

Investing Activities
Net cash flow used in investing activities increased $149.2decreased $213.2 million in 20162017 primarily due to the purchase of Power Block 1 of the Union Power Station for approximately $237 million in March 2016. See Note 14 to the financial statements for discussion of the Union Power Station purchase. The increasedecrease was partially offset by a deposit of $63.9 million into the storm reserve escrow account in July 2015 and money pool activity. See Note 5 to the financial statements for a discussion of the issuance in July 2015 of securitization bonds to recover storm costs.

Decreases in Entergy New Orleans’s receivable from the money pool are a source of cash flow, and Entergy New Orleans’s receivable from the money pool decreased $1.6 million in 2016 compared to increasing $15.4 million in 2015.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities increased $101.1 million in 2015 primarily due to:

a deposit of $63.9 million into the storm reserve escrow account in July 2015. See Note 5 for a discussion of the issuance in July 2015 of securitization bonds to recover storm costs;
money pool activity;
an increase in transmission construction expenditures primarily due to a higher scope of work performed in 2015 as compared to 2014; and
an increase$16.7 million in distribution construction expenditures primarily due to a higher scope of work performed in 20152017 as compared to 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 $15.4 million in 2015 compared to decreasing $4.3 million in 2014.  2016.
    
Financing Activities

Net cash flow provided byEntergy New Orleans’s financing activities increased $16.8provided $22.8 million of cash in 2018 compared to using $88.6 million of cash in 2017 primarily due to the following activity:

the issuance of $60 million of 4.51% Series first mortgage bonds in September 2018;
a decrease of $50.5 million in 2016common equity distributions in 2018 as compared to 2017. Common equity distributions were lower in 2018 primarily due to:

the purchase of Entergy Louisiana’s Algiers assets in September 2015. The cash portionas a result of the purchase is reflectedconstruction of the New Orleans Power Station, as discussed below, and the excess accumulated deferred income taxes being returned to customers as a repaymentresult of a long-term payable due to Entergy Louisianathe enactment of the Tax Cuts and Jobs act in the cash flow statement.December 2017. See Note 2 to the financial statements and “Algiers Asset Transfer” below for further discussion of regulatory proceedings related to the Algiers asset transferenactment of the Tax Cuts and accounting for Jobs Act;
$20 million in capital contributions received from Entergy Corporation in 2017. The 2017 contribution was made in consideration of Entergy New Orleans’s upcoming capital requirements; and
the transaction;redemption of $19.8 million of preferred stock in 2017 in connection with the internal restructuring, as discussed below.

Entergy New Orleans’s financing activities used $88.6 million of cash in 2017 compared to providing $131.7 million of cash in 2016 primarily due to the following activity:

the issuance of $100$110 million of 5.50% Series first mortgage bonds in March 2016; and
the issuancean increase of $85$55.5 million of 4% Series first mortgage bonds in Maycommon equity distributions in 2017 as compared to 2016. Common equity distributions in 2017 increased primarily as a result of Entergy New Orleans usedOrleans’s cash position in excess of its working capital requirements. There were no common equity distributions in first quarter 2016 in anticipation of the proceeds to pay, prior to maturity, its $33.271 millionpurchase of 5.6% Series first mortgage bonds due September 2024 and to pay, prior to maturity, its $37.772 millionPower Block 1 of 5.65% Series first mortgage bonds due September 2029.

The increase was offset by:

the issuance of $98.7 million of storm costs recovery bondsUnion Power Station in July 2015;March 2016;
a $47.8decrease of $27.8 million in capital contributioncontributions received from Entergy Corporation in 2016 as2017 compared to an $87.5 million2016. The 2017 contribution was made in consideration of Entergy New Orleans’s upcoming capital requirements. The 2016 contribution received from Entergy Corporation in 2015, bothwas made in anticipation of Entergy New Orleans’s purchase of Power Block 1 of the Union Power Station; and
an increasethe redemptions of $11.5$7.8 million of 4.75% Series preferred stock, $6 million of 5.56% Series preferred stock, and $6 million of 4.36% Series preferred stock in common equity distributions2017 in 2016. Equity distributions were lower in 2015 in anticipation ofconnection with the purchase of Power Block 1 of the Union Power Station.
internal restructuring, as discussed below.

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Entergy New Orleans’s financing activities provided $114.9 million of cash in 2015 compared to using $7.7 million of cash in 2014 primarily dueSee Note 14 to the issuance of $98.7 million of storm cost recovery bonds in July 2015, and an $87.5 million capital contribution in 2015 in anticipation of Entergy New Orleans’s purchase of Power Block 1financial statements for discussion of the Union Power Station partially offset by the purchase of Entergy Louisiana’s Algiers assets in September 2015. The cash portion of the purchase is reflected as a repayment of a long-term payable due to Entergy Louisiana in the cash flow statement. See Note 2 to the financial statements and “Algiers Asset Transfer” below for further discussion of the Algiers asset transfer and accounting for the transaction.
See Note 5 to the financial statements for more details on long-term debt.purchase.

Capital Structure

Entergy New Orleans’s capitalizationdebt to capital ratio is balanced between equity and debt as shown in the following table. The increase in the debt to capital ratio is primarily due to the issuance of long-term debt in 2016, partially offset by the $47.8 million capital contribution received from 2018. 

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December 31, 2016 December 31, 2015December 31, 2018 December 31, 2017
Debt to capital50.1% 48.1%52.1% 51.3%
Effect of excluding securitization bonds(5.2%) (8.1%)(3.5%) (4.7%)
Debt to capital, excluding securitization bonds (a)44.9% 40.0%48.6% 46.6%
Effect of subtracting cash(8.0%) (10.0%)(1.2%) (2.4%)
Net debt to net capital, excluding securitization bonds (a)36.9% 30.0%47.4% 44.2%

(a) Calculation excludes the securitization bonds, which are non-recourse to Entergy New Orleans.

Net debt consists of debt less cash and cash equivalents. Debt consists of short-term borrowings, long-term debt, including the currently maturing portion, and the long-term payable due to Entergy Louisiana.an associated company. 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 ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy New Orleans’s financial condition because the securitization bonds are non-recourse to Entergy New Orleans, as more fully described in Note 5 to the financial statements. Entergy New Orleans 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 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 on hand.

Entergy New Orleans seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings.  To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend,distribution, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, Entergy New Orleans may issue incremental debt or reduce dividends,distributions, or both, to maintain its targeted capital structure.  In addition, in certain infrequent circumstances, such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing dividends,distributions, Entergy New Orleans may receive equity contributions to maintain the targeted capital structure.


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Uses of Capital

Entergy New Orleans requires capital resources for:

construction and other capital investments;
working capital purposes, including the financing of fuel and purchased power costs;
debt and preferred stock maturities or retirements; and
dividenddistribution and interest payments.

Following are the amounts of Entergy New Orleans’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:          
Generation
$60
 
$115
 
$55

$110
 
$65
 
$100
Transmission5
 5
 10
15
 10
 5
Distribution45
 50
 40
90
 95
 110
Other50
 45
 40
Utility Support25
 15
 20
Total
$160
 
$215
 
$145

$240
 
$185
 
$235

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Following are the amounts of Entergy New Orleans’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 After 2021 Total2019 2020-2021 2022-2023 After 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$31
 
$63
 
$85
 
$703
 
$882

$34
 
$92
 
$163
 
$704
 
$993
Operating leases
$2
 
$4
 
$3
 
$2
 
$11

$3
 
$4
 
$2
 
$2
 
$11
Purchase obligations (b)
$209
 
$407
 
$410
 
$3,450
 
$4,476

$199
 
$397
 
$409
 
$2,770
 
$3,775

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy New Orleans, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 8 to the financial statements.

In addition to the contractual obligations given above, Entergy New Orleans currently expects to contribute approximately $9.9$1.8 million to its qualified pension plan and approximately $3.7$2.1 million to other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy New Orleans has $138.9$265.9 million of unrecognized tax benefits and interest net of unused tax attributes and payments for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy New Orleans includes specific investments such as the New Orleans Power Station discussed below; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering;meters and related investments; system

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improvements;security; and other investments.  Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the financial statements.

As a wholly-owned subsidiary of Entergy Corporation,Utility Holding Company, LLC, Entergy New Orleans pays dividendsdistributions from its earnings at a percentage determined monthly. Provisions in Entergy New Orleans’s articles of incorporation relating to preferred stock contains restrictions on the payment of cash dividends or other distributions on its common and preferred stock.

New Orleans Power Station

In June 2016, Entergy New Orleans filed an application with the City Council seeking a public interest determination and authorization to construct the New Orleans Power Station, a 226 megawattMW advanced combustion turbine in New Orleans, Louisiana, at the site of the existing Michoud generating facility, which facility was deactivatedretired effective May 31, 2016. The current estimated cost of the New Orleans Power Station is $216 million. A procedural schedule has been established with a decision expected no later than April 2017. Subject to timely approval by the City Council and receipt of other permits and approvals, commercial operation is estimated to occur by late-2019. In January 2017 several intervenors filed testimony opposing the construction of the New Orleans Power Station on various grounds. In FebruaryJuly 2017, Entergy New Orleans filedsubmitted a motionsupplemental and amending application to temporarily suspend the procedural scheduleCity Council seeking approval to allowconstruct either the originally proposed 226 MW advanced combustion turbine, or alternatively, a 128 MW unit composed of natural gas-fired reciprocating engines and a related cost recovery plan. The cost estimate for further analysis regarding its proposal, and that motion was granted. A status conferencethe alternative 128 MW unit is scheduled in$210 million. In addition, the application renewed the commitment to pursue up to 100 MW of renewable resources to serve New Orleans. In March 2017.2018 the City Council adopted a

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resolution approving construction of the 128 MW unit. The targeted commercial operation date is mid-2020, subject to receipt of all necessary permits. In April 2018 intervenors opposing the construction of the New Orleans Power Station filed with the City Council a request for rehearing, which was subsequently denied, and a petition for judicial review of the City Council’s decision, and also filed a lawsuit challenging the City Council’s approval based on Louisiana’s open meeting law. In May 2018 the City Council announced that it would initiate an investigation into allegations that Entergy New Orleans, Entergy, or some other entity paid or participated in paying certain attendees and speakers in support of the New Orleans Power Station to attend or speak at certain meetings organized by the City Council. In June 2018, Entergy New Orleans produced documents in response to a City Council resolution relating to this investigation. The City Council issued a request for qualifications for an investigator and in June 2018 selected two investigators. In October 2018 the investigators for the City Council released their report, concluding that individuals were paid to attend and/or speak in support of the New Orleans Power Station and that Entergy New Orleans “knew or should have known that such conduct occurred or reasonably might occur.”  The City Council held a special meeting on October 31, 2018 to allow the investigators to present the report and for the City Council to consider next steps.  At that meeting, the City Council issued a resolution requiring Entergy New Orleans to show cause why it should not be fined $5 million as a result of the findings in the report. In November 2018, Entergy New Orleans submitted its response to the show cause resolution, disagreeing with certain characterizations and omissions of fact in the report and asserting that the City Council could not legally impose the proposed fine.  Simultaneous with the filing of its response to the show cause resolution, Entergy New Orleans sent a letter to the City Council re-asserting that the City Council’s imposition of the proposed fine would be unlawful, but acknowledging that the actions of a subcontractor, which was retained by an Entergy New Orleans contractor without the knowledge or contractually-required consent of Entergy New Orleans, were contrary to Entergy’s values.  In that letter, Entergy New Orleans offered to donate $5 million to the City Council to resolve the show cause proceeding.  In January 2019, Entergy New Orleans submitted a new settlement proposal to the City Council. The proposal retains the components of the first offer but adds to it a commitment to make reasonable efforts to limit the costs of the project to the $210 million cost estimate with advanced notification of anticipated cost overruns, additional reporting requirements for cost and environmental items, and a commitment regarding reliability investment and to work with the New Orleans Sewerage and Water Board to provide a reliable source of power. In February 2019 the City Council approved a resolution approving the settlement proposal and allowing the construction of the New Orleans Power Station to commence.

Gas Infrastructure Rebuild Plan

In September 2016, Entergy Entergy New Orleans submitted to the City Council a request for authorization for Entergy New Orleans to proceed with annual incremental capital funding of $12.5 million for its gas infrastructure rebuild plan, which would replace of all of Entergy New Orleans’s low pressure cast iron, steel, and vintage plastic pipe over a ten-year period commencing in 2017.  Entergy New Orleans also proposed that recovery of the investment to fund its gas infrastructure replacement plan be determined in connection with its next base rate case, which is anticipated to be filed in 2018.case.  The City Council has authorized Entergy New Orleans to proceed with its replacement plans at the requested pace until such time that rates resulting from the anticipated 2018 rate case are implemented (approximately 13 months after filing).  As a result of the anticipated 2018 rate case, the City Council may establish new overall gas base rates to allow Entergy New Orleans to continue to recover these replacement costs.  The City Council hasand established a schedule for proceedings in advance of the rate case intended to provide an opportunity for evaluation of the gas infrastructure replacement plan that would best serve the public interest and the effect on customers of the approval of any such plan. In the course of that proceeding, the City Council’s advisors submitted pre-filed testimony recommending that Entergy New Orleans be allowed to continue with its conditioned-based approach to gas pipeline replacement to replace approximately 238 miles of low pressure pipe at a rate of approximately 25 miles per year. The City Council’s advisors also recommended that Entergy New Orleans be required to adhere to certain reporting requirements and recognized the need to address the sustained level of investment in gas infrastructure on customer bills. In September 2017, Entergy New Orleans filed rebuttal testimony suggesting that its recovery of future investment and customer effects would be addressed in the rate case that Entergy New Orleans was required to file in July 2018. The procedural schedule was suspended in order to allow for resolution of the proceeding.


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Renewables

In July 2018, Entergy New Orleans filed an application with the City Council requesting approval of three utility-scale solar projects totaling 90 MW.  If approved, the resource additions will allow Entergy New Orleans to make significant progress towards meeting its voluntary commitment to the City Council to add up to 100 MW of renewable energy resources.  The three projects include constructing a self-build solar plant in Orleans Parish with an output of 20 MW, acquiring a 50 MW solar facility in Washington Parish through a build-own-transfer acquisition, and procuring 20 MW of solar power from a project to be built in St. James Parish through a power purchase agreement. In August 2018 the City Council approved a procedural schedule opening discovery that was designed to encourage settlement by December 2018. In December 2018 the City Council advisors requested that Entergy New Orleans pursue alternative deal structures for the Washington Parish project and attempt to reduce costs for the 20 MW Orleans Parish project. The City Council approved a motion to allow parties to continue settlement discussions until April 2019.

Advanced Metering Infrastructure (AMI)

In October 2016, Entergy New Orleans filed an application seeking a finding from the City Council that Entergy New Orleans’s deployment of advanced electric and gas metering infrastructure is in the public interest.  Entergy New Orleans proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems.  AMI is intended to serve as the foundation of Entergy New Orleans’s modernized power grid.  The filing included an estimate of implementation costs for AMI of $75 million. The filing identified a number of quantified and unquantified benefits, and Entergy New Orleans provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $101 million.  Entergy New Orleans also sought to continue to include in rate base the remaining book value, approximately $21 million at December 31, 2015, of the existing electric meters and also to depreciate those assets using current depreciation rates.  Entergy New Orleans proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which began in 2019.  Deployment of the information technology infrastructure began in 2017 and deployment of the communications network began in 2018.  Entergy New Orleans proposed to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022.  The City Council’s advisors filed testimony in May 2017 recommending the adoption of AMI subject to certain modifications, including the denial of Entergy New Orleans’s proposed customer charge as a cost recovery mechanism. In January 2018 a settlement was reached between the City Council’s advisors and Entergy New Orleans. In February 2018 the City Council approved the settlement, which deferred cost recovery to the 2018 Entergy New Orleans rate case, but also stated that an adjustment for 2018-2019 AMI costs can be filed in the rate case and that, for all subsequent AMI costs, the mechanism to be approved in the 2018 rate case will allow for the timely recovery of such costs. In April 2018 the City Council adopted a resolution directing Entergy New Orleans to explore the options for accelerating the deployment of AMI. In June 2018 the City Council approved a one-year acceleration of AMI in its service area for an incremental $4.4 million.

Sources of Capital

Entergy New Orleans’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt and preferred stockmembership interest issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy New Orleans may refinance, redeem, or otherwise retire debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.


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All debt and common and preferred membership interest issuances by Entergy New Orleans require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. Entergy New Orleans has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy New Orleans’s receivables from the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
$14,215 $15,794 $442 $4,737
2018 2017 2016 2015
(In Thousands)
$22,016 $12,723 $14,215 $15,794

See Note 4 to the financial statements 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 2018.2021. The credit facility allows Entergy New Orleans to issueincludes fronting commitments for the issuance of letters of credit against $10 million of the borrowing capacity of the facility. As of December 31, 2016,2018, there were no cash borrowings and a $0.8 million letter of credit was outstanding under the facility. In addition, Entergy New Orleans is a party to an uncommitted letter of credit facility as a means to post collateral to support its obligations underto MISO.  As of December 31, 2016,2018, a $6.2$2 million letter of credit was outstanding under Entergy New Orleans’s letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

Entergy New Orleans obtained authorization from the FERC through October 20172019 for short-term borrowings not to exceed an aggregate amount of $100$150 million at any time outstanding.outstanding and long-term borrowings and securities issuances. See Note 4 to the financial statements for further discussion of Entergy New Orleans’s short-term borrowing limits. The long-term securities issuances of Entergy New Orleans are limited to amounts authorized not only by the FERC, but also by the City Council, and the current City Council authorization extends through June 2018.October 2019.

State and Local Rate Regulation

The rates that Entergy New Orleans charges for electricity and natural gas significantly influence its financial position, results of operations, and liquidity. Entergy New Orleans is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the City Council, is primarily responsible for approval of the rates charged to customers.

Retail Rates

See “Algiers Asset Transfer” below for discussion of the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that serve Algiers customers.

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. 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.

The rate increase was effective with bills rendered on and after the first billing cycle of July 2014. Additional compliance filings were made with the City Council in October 2014 for approval of the form of certain rate riders, including among others, a Ninemile 6 non-fuel cost recovery interim rider, allowing for contemporaneous recovery of capacity

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costs related to the commencement of commercial operation of the Ninemile 6 generating unit and a purchased power capacity cost recovery rider. The monthly Ninemile 6 cost recovery interim rider was implemented in December 2014 to initially collect $915 thousand from Entergy Louisiana customers in the Algiers area.

As a provision of the settlement agreement approved by the City Council in May 2015 providing for the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that supported the provision of service to Entergy Louisiana’s customers in Algiers, asset transfer, it was agreed that, with limited exceptions, no action may be taken with respect to Entergy New Orleans’s base rates until rates are implemented from a base rate case that must be filed for its electric and gas operations in 2018. This provision eliminated the formula rate plan applicable to Algiers operations. The limited exceptions includeincluded continued implementation of the remainingthen-remaining two years of the four-year phased-in rate increase for the Algiers area and certain exceptional cost increases or decreases in the base revenue requirement. An additional provision of the settlement agreement allowsallowed for continued recovery of the revenue requirement associated with the capacity and energy from Ninemile 6 received by Entergy New Orleans under a power purchase agreement with Entergy Louisiana (Algiers PPA). The settlement authorizesauthorized Entergy New Orleans to recover the remaining revenue requirement related to the Algiers PPA through base rates charged to Algiers customers. The settlement also provided for continued implementation of the Algiers MISO recovery rider.

In addition to the Algiers PPA, Entergy New Orleans has a separate power purchase agreement with Entergy Louisiana for 20% of the capacity and energy from Ninemile 6 (Ninemile PPA), which commenced operation in

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December 2014. Initially, recovery of the non-fuel costs associated with the Ninemile PPA was authorized through a special Ninemile 6 rider billed only to only Entergy New Orleans customers outside of Algiers.

In August 2015, Entergy New Orleans filed an application with the City Council seeking authorization to proceed with the purchase of Union Power Block 1, with an expected base purchase price of approximately $237 million, subject to adjustments, and seeking approval of the recovery of the associated costs. In November 2015 the City Council issued written resolutions and an order approving an agreement in principle between Entergy New Orleans and City Council advisors providing that the purchase of Union Power Block 1 and related assets by Entergy New Orleans is prudent and in the public interest. The City Council authorized expansion of the terms of the purchased power and capacity acquisition cost recovery rider to recover the non-fuel purchased power expense from Ninemile 6, the revenue requirement associated with the purchase of Power Block 1 of the Union Power Station, and a credit to customers of $400 thousand monthly beginning June 2016 in recognition of the decrease in other operation and maintenance expenses that would result with the deactivation of Michoud Units 2 and 3. In March 2016, Entergy New Orleans purchased Power Block 1 of the Union Power Station for approximately $237 million and initiated recovery of these costs with March 2016 bills. In July 2016, Entergy New Orleans and the City Council Utility Committee agreed to a temporary increase in the Michoud credit to customers to a total of $1.4 million monthly for August 2016 through December 2016.

A 2008 rate case settlement included $3.1 million per year in electric rates to fund the Energy Smart energy efficiency programs.  In September 2009 the City Council approved the energy efficiency programs filed by Entergy New Orleans.  The rate settlement providesprovided an incentive for Entergy New Orleans to meet or exceed energy savings targets set by the City Council and providesprovided a mechanism for Entergy New Orleans to recover lost contribution to fixed costs associated with the energy savings generated from the energy efficiency programs. In October 2013 the City Council approved the extension of the Energy Smart program through December 2014. The City Council approved the use of $3.5 million of rough production cost equalization funds for program costs. In addition, Entergy New Orleans will be allowed to recover its lost contribution to fixed costs and to earn an incentive for meeting program goals. In January 2015 the City Council approved extending the Energy Smart program through March 2015 and using $1.2 million of rough production cost equalization funds to cover program costs for the extended period. Additionally, the City Council approved funding for the Energy Smart program from April 2015 through March 2017 using the remainder of the approximately $12.8 million of 2014 rough production cost equalization funds, with any remaining costs being recovered through the fuel adjustment clause. This funding methodology was modified in November 2015 when the City Council directed Entergy New Orleans to use a combination of guaranteed customer savings related to a prior agreement with the City Council and rough production cost equalization funds to cover program costs prior to recovering any costs through the fuel adjustment clause. In FebruaryApril 2017 the City Council approved an implementation plan for the Energy Smart program from April 2017 through December 2019. The City Council directed that the $11.8 million balance reported for Energy Smart funds be used to continue funding the program for Entergy New Orleans’s legacy customers and that the Energy Smart Algiers program continue to be funded through the Algiers fuel adjustment clause, until additional customer funding is required for the legacy customers. In September 2017, Entergy New Orleans filed a supplemental plan and proposed implementationseveral options for an interim cost recovery mechanism necessary to recover program costs during the period between when existing funds directed to Energy Smart programs are depleted and when new rates from the 2018 combined rate case, which includes a cost recovery mechanism for Energy Smart funding, take effect (estimated to be August 2019). In December 2017 the City Council approved an energy efficiency cost recovery rider as an interim funding mechanism for Energy Smart, subject to verification that no additional funding sources exist. In June 2018 the City Council also approved a resolution recommending that Entergy New Orleans allocate approximately $13.5 million of benefits resulting from the Tax Act to Energy Smart. Entergy New Orleans is seeking approval of a permanent and stable source of funding for Energy Smart as part of its base rate case filed in September 2018.

In September 2018, Entergy New Orleans filed an electric and gas base rate case with the City Council. The filing requests a 10.5% return on equity for electric operations with opportunity to earn a 10.75% return on equity through a performance adder provision of the electric formula rate plan in subsequent years under a formula rate plan, and requests a 10.75% return on equity for gas operations. The proposed electric rates in the revised filing reflect a net reduction of $20.3 million. The reduction in electric rates includes a base rate increase of $135.2 million, of which $131.5 million is associated with moving costs currently collected through fuel and other riders into base rates, plus a request for an advanced metering surcharge to recover $7.1 million associated with advanced metering infrastructure, offset by a net decrease of $31.1 million related to fuel and other riders. The filing also includes a proposed gas rate decrease of $142 thousand. Entergy New Orleans’s rates reflect the inclusion of federal income tax reductions due to the Tax Act and the provisions of a previously-approved agreement in principle determining how the benefits of the

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plan for the Energy Smart program from April 2017 through March 2020. As part of the proposal,Tax Act would flow.  Entergy New Orleans requested thatincluded cost of service studies for electric and gas operations for the twelve months ending December 31, 2017 and the projected twelve months ending December 31, 2018.  In addition, Entergy New Orleans included capital additions expected to be placed into service for the period through December 31, 2019.  Entergy New Orleans’s request for a change in rates is based on the projected twelve months ending December 31, 2018.

The filing’s major provisions include: (1) a new electric rate structure, which realigns the revenue requirement associated with capacity and long-term service agreement expense from certain existing riders to base revenue, provides for the recovery of the cost of advanced metering infrastructure, and partially blends rates for Entergy New Orleans’s customers residing in Algiers with customers residing in the remainder of Orleans Parish through a three-year phase-in; (2) contemporaneous cost recovery riders for investments in energy efficiency/demand response, incremental changes in capacity/long-term service agreement costs, grid modernization investment, and gas infrastructure replacement investment; and (3) formula rate plans for both electric and gas operations. In February 2019 the City Council’s advisors and several intervenors filed testimony in response to Entergy New Orleans’s application. The City Council’s advisors have recommended, among other things, overall rate reductions of approximately $33 million in electric rates and $3.8 million in gas rates. Certain intervenors have recommended overall rate reductions of up to approximately $49 million in electric rates and $5 million in gas rates. The procedural schedule calls for an evidentiary hearing to be held in June 2019.

Internal Restructuring

In July 2016, Entergy New Orleans filed an application with the City Council identifyseeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy New Orleans, Inc. to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. In May 2017 the City Council adopted a resolution approving the proposed internal restructuring pursuant to an agreement in principle with the City Council advisors and certain intervenors. Pursuant to the agreement in principle, Entergy New Orleans would credit retail customers $10 million in 2017, $1.4 million in the first quarter of the year after the transaction closes, and $117,500 each month in the second year after the transaction closes until such time as new base rates go into effect as a result of the then-anticipated 2018 base rate case (which has subsequently been filed). Entergy New Orleans began crediting retail customers in June 2017. In June 2017 the FERC approved the transaction and, pursuant to the agreement in principle, Entergy New Orleans will provide additional credits to retail customers of $5 million in each of the years 2018, 2019, and 2020.

In November 2017, Entergy New Orleans undertook a multi-step restructuring, including the following:

Entergy New Orleans, Inc. redeemed its desired leveloutstanding preferred stock at a price of fundingapproximately $21 million, which included a call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans, Inc. converted from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans, Inc. allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power assumed substantially all of the liabilities of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC. Entergy New Orleans, Inc. remained in existence and held the membership interests in Entergy New Orleans Power.
Entergy New Orleans, Inc. contributed the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy Corporation). As a result of the contribution, Entergy New Orleans Power is a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.

In December 2017, Entergy New Orleans, Inc. changed its name to Entergy Utility Group, Inc., and Entergy New Orleans Power then changed its name to Entergy New Orleans, LLC. Entergy New Orleans, LLC holds substantially all of the assets, and has assumed substantially all of the liabilities, of Entergy New Orleans, Inc. The restructuring was accounted for the program during this time periodas a transaction between entities under common control.

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Fuel and Purchased Power Cost Recovery

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

Due to higher fuel costs associated in part with the extended Grand Gulf outage and the partially simultaneous Union Power Block 1 planned outage, for the December 2016, January 2017, and February 2017 billing months, the City Council authorized Entergy New Orleans to cap the fuel adjustment charge billed to customers at $0.035 per kWh and to defer billing of all fuel costs in excess of the capped amount by including such costs in the over- or under-recovery account.

Internal Restructuring

In July 2016, Entergy New Orleans filed an application with the City Council seeking authorization to undertake a restructuring that would result in the transfer of substantially all of the assets and operations of Entergy New Orleans to a new entity, which would ultimately be owned by an existing Entergy subsidiary holding company. The restructuring is subject to regulatory review and approval by the City Council and the FERC. In the application, Entergy New Orleans had proposed to credit retail customers $5 million in each of the years 2016 and 2017 if the City Council approved the application in 2016, and to credit retail customers $5 million in each of the years 2018, 2019, and 2020, if an application that is yet to be filed with the FERC is approved by December 31, 2018.  When it became clear that City Council approval would not be obtained in 2016, Entergy New Orleans agreed in testimony that it would extend its proposal to credit customers if City Council approval was obtained in the first quarter 2017. Entergy New Orleans still expects that the restructuring can be consummated by December 31, 2017, if the necessary approvals are obtained. In February 2017 the procedural schedule was suspended to allow for settlement discussions. It is not anticipated that NRC approval will be required to engage in the proposed internal restructuring. In January 2017, Entergy Louisiana, through Entergy Corporation’s nuclear operations organization, Entergy Operations, Inc. made a filing, however, with the NRC notifying it of the internal restructuring.

    It is currently contemplated that Entergy New Orleans would undertake a multi-step restructuring, which would include the following:

Entergy New Orleans would redeem its outstanding preferred stock at a price of approximately $21 million, which includes an expected call premium of approximately $819,000, plus any accumulated and unpaid dividends.
Entergy New Orleans would convert from a Louisiana corporation to a Texas corporation.
Under the Texas Business Organizations Code (TXBOC), Entergy New Orleans will allocate substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (Entergy New Orleans Power), and Entergy New Orleans Power will assume substantially all of the liabilities of Entergy New Orleans, in a transaction regarded as a merger under the TXBOC. Entergy New Orleans will remain in existence and hold the membership interests in Entergy New Orleans Power.
Entergy New Orleans will contribute the membership interests in Entergy New Orleans Power to an affiliate (Entergy Utility Holding Company, LLC, a Texas limited liability company and subsidiary of Entergy

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Corporation). As a result of the contribution, Entergy New Orleans Power will be a wholly-owned subsidiary of Entergy Utility Holding Company, LLC.
Entergy New Orleans will change its name to Entergy Utility Group, Inc., and Entergy New Orleans Power will then change its name to Entergy New Orleans, LLC.

Upon the completion of the restructuring, Entergy New Orleans, LLC will hold substantially all of the assets, and will have assumed substantially all of the liabilities, of Entergy New Orleans. Entergy New Orleans may modify or supplement the steps to be taken to effectuate the restructuring.

Advanced Metering Infrastructure (AMI) Filing

In October 2016, Entergy New Orleans filed an application seeking a finding from the City Council that Entergy New Orleans’s deployment of advanced electric and gas metering infrastructure is in the public interest.  Entergy New Orleans proposed to deploy advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems.  AMI is intended to serve as the foundation of Entergy New Orleans’s modernized power grid.  The filing identified a number of quantified and unquantified benefits, and Entergy New Orleans provided a cost/benefit analysis showing that its combined electric and gas AMI deployment is expected to produce a nominal net benefit to customers of $101 million.  Entergy New Orleans also sought to continue to include in rate base the remaining book value at December 31, 2015, approximately $21 million, of the existing electric meters and also to depreciate those assets using current depreciation rates.  Entergy New Orleans proposed a 15-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019.  Subject to approval by the City Council, deployment of the information technology infrastructure is expected to begin in 2017 and deployment of the communications network is expected to begin in 2018.  Entergy New Orleans proposes to recover the cost of AMI through the implementation of a customer charge, net of certain benefits, phased in over the period 2019 through 2022.  In January 2017 the City Council approved a procedural schedule that provides for a hearing in July 2017.

Algiers Asset Transfer

In October 2014, Entergy Louisiana and Entergy New Orleans filed an application with the City Council seeking authorization to undertake a transaction that would result in the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that supported the provision of service to Entergy Louisiana’s customers in Algiers. In April 2015 the FERC issued an order approving the Algiers assets transfer. In May 2015 the parties filed a settlement agreement authorizing the Algiers assets transfer and the settlement agreement was approved by a City Council resolution in May 2015. On September 1, 2015, Entergy Louisiana transferred its Algiers assets to Entergy New Orleans for a purchase price of approximately $85 million. Entergy New Orleans paid Entergy Louisiana $59.6 million, including final true-ups, from available cash and issued a note payable to Entergy Louisiana in the amount of $25.5 million.

Storm Cost Recovery

In August 2012, Hurricane Isaac caused extensive damage to Entergy New Orleans’s service area. The storm resulted in widespread power outages, significant damage primarily to distribution infrastructure, and the loss of sales during the power outages. In January 2015 the City Council issued a resolution approving the terms of a joint agreement in principle filed by Entergy New Orleans, Entergy Louisiana, and the City Council Advisors determining, among other things, that Entergy New Orleans’s prudently-incurred storm recovery costs were $49.3 million, of which $31.7 million, net of reimbursements from the storm reserve escrow account, remained recoverable from Entergy New Orleans’s electric customers. The resolution also directed Entergy New Orleans to file an application to securitize the unrecovered Council-approved storm recovery costs of $31.7 million pursuant to the Louisiana Electric Utility Storm Recovery Securitization Act (Louisiana Act 64). In addition, the resolution found that it was reasonable for Entergy New Orleans to include in the principal amount of its potential securitization the costs to fund and replenish Entergy New Orleans’s storm reserve in an amount that achieved the Council-approved funding level of $75 million. In January

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2015, in compliance with that directive, Entergy New Orleans filed with the City Council an application requesting that the City Council grant a financing order authorizing the financing of Entergy New Orleans’s storm costs, storm reserves, and issuance costs pursuant to Louisiana Act 64. In May 2015 the parties entered into an agreement in principle and the City Council issued a financing order authorizing Entergy New Orleans to issue storm recovery bonds in the aggregate amount of $98.7 million, including $31.8 million for recovery of Entergy New Orleans’s Hurricane Isaac storm recovery costs, including carrying costs, $63.9 million to fund and replenish Entergy New Orleans’s storm reserve, and approximately $3 million for estimated up-front financing costs associated with the securitization. See Note 5 to the financial statements for discussion of the issuance of the securitization bonds in July 2015.

Show Cause Order

In July 2016 the City Council approved the issuance of a show cause order, which directsdirected Entergy New Orleans to make a filing on or before September 29, 2016 to demonstrate the reasonableness of its actions or positions with regard to certain issues in four existing dockets that relate to Entergy New Orleans’s: (i) storm hardening proposal; (ii) 2015 integrated resource plan; (iii) gas infrastructure rebuild proposal; and (iv) proposed sizing of the New Orleans Power Station and its community outreach prior to the filing. In September 2016, Entergy New Orleans filed its response to the City Council’s show cause order. The City Council has not established any further procedural schedule with regard to this proceeding.

Reliability Investigation

In August 2017 the City Council established a docket to investigate the reliability of the Entergy New Orleans distribution system and to consider implementing certain reliability standards and possible financial penalties for not meeting any such standards. In April 2018 the City Council adopted a resolution directing Entergy New Orleans to demonstrate that it has been prudent in the management and maintenance of the reliability of its distribution system. The resolution also called for Entergy New Orleans to file a revised reliability plan addressing the current state of its distribution system and proposing remedial measures for increasing reliability. In June 2018, Entergy New Orleans filed its response to the City Council’s resolution regarding the prudence of its management and maintenance of the reliability of its distribution system.  In July 2018, Entergy New Orleans filed its revised reliability plan discussing the various reliability programs that it uses to improve distribution system reliability and discussing generally the positive effect that advanced meter deployment and grid modernization can have on future reliability.  Entergy New Orleans has retained a national consulting firm with expertise in distribution system reliability to conduct a review of Entergy New Orleans’s distribution system reliability-related practices and procedures and to provide recommendations for improving distribution system reliability. The report was filed with the City Council in October 2018. The City Council also approved a resolution that opens a prudence investigation into whether Entergy New Orleans was imprudent for not acting sooner to address outages in New Orleans and whether fines should be imposed. In January 2019, Entergy New Orleans filed testimony in response to the prudence investigation and asserting that it had been prudent in managing system reliability.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

See the “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of nuclear matters.

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Environmental Risks

Entergy New Orleans’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous solid wastes, and other environmental matters.  Management believes that Entergy New Orleans is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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


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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments

See “Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the unbilled revenue amounts.impairment of long-lived assets.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy New Orleans’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.  See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Cost Sensitivity

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

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Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Projected Qualified Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Projected Qualified Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $450 
$6,312
 (0.25%) $306 $4,917
Rate of return on plan assets (0.25%) $373 $-
 (0.25%) $372 $—
Rate of increase in compensation 0.25% $146 
$775
 0.25% $162 $746

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) 
$85
 $1,465 (0.25%) ($5) $1,036
Health care cost trend 0.25% 
$168
 $1,185 0.25% $44 $788

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

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Costs and Funding

Total qualified pension cost for Entergy New Orleans in 20162018 was $5.6$5.8 million. Entergy New Orleans anticipates 20172019 qualified pension cost to be $5.1 million.  In 2016, Entergy New Orleans refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $1.7 million.  Entergy New Orleans contributed $10.7$7.3 million to its pension plans in 20162018 and estimates 20172019 pension contributions will be approximately $9.9$1.8 million, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

Total postretirement health care and life insurance benefit income for Entergy New Orleans in 20162018 was $2.8$3.7 million.  Entergy New Orleans expects 20172019 postretirement health care and life insurance benefit income of approximately $2.5$3.6 million.  In 2016, Entergy New Orleans refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $548 thousand.  Entergy New Orleans contributed $4.3$3.8 million to its other postretirement plans in 20162018 and estimates 20172019 contributions will be approximately $3.7$2.1 million.

The retirement and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $15 million in the qualified pension benefit obligation and $3.6 million in the accumulated postretirement obligation.  The new mortality assumptions increased anticipated 2015 qualified pension cost by approximately $2.2 million and other postretirement cost by approximately $0.4 million. In 2016, the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Note 1 to the financial statements for a discussion of new accounting pronouncements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the members and Board of Directors and Shareholders of
Entergy New Orleans, Inc.LLC and Subsidiaries
New Orleans, Louisiana

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy New Orleans, Inc.LLC and Subsidiaries (the “Company”) as of December 31, 20162018 and 2015, and2017, the related consolidated income statements, consolidated statements of income, cash flows, and consolidated statements of changes in commonmember’s equity (pages 397398 through 402 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy New Orleans, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.



ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIESENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING REVENUES            
Electric 
$586,820
 
$584,322
 
$625,088
 
$624,733
 
$631,744
 
$586,820
Natural gas 78,643
 87,124
 110,104
 92,657
 84,326
 78,643
TOTAL 665,463
 671,446
 735,192
 717,390
 716,070
 665,463
            
OPERATING EXPENSES  
  
  
  
  
  
Operation and Maintenance:  
  
  
  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 40,489
 96,307
 178,347
 114,787
 111,082
 40,489
Purchased power 299,551
 277,851
 271,159
 270,634
 282,178
 299,551
Other operation and maintenance 117,471
 119,087
 131,549
 124,293
 107,977
 116,457
Taxes other than income taxes 48,078
 46,660
 49,964
 56,141
 54,590
 48,078
Depreciation and amortization 51,737
 43,205
 45,426
 55,930
 52,945
 51,737
Other regulatory charges - net 8,258
 3,366
 791
 21,413
 10,889
 8,258
TOTAL 565,584
 586,476
 677,236
 643,198
 619,661
 564,570
            
OPERATING INCOME 99,879
 84,970
 57,956
 74,192
 96,409
 100,893
            
OTHER INCOME  
  
  
  
  
  
Allowance for equity funds used during construction 1,178
 1,404
 1,750
 5,941
 2,418
 1,178
Interest and investment income 256
 73
 95
 604
 707
 256
Miscellaneous - net (3,144) 339
 614
 (10,444) (1,269) (4,158)
TOTAL (1,710) 1,816
 2,459
 (3,899) 1,856
 (2,724)
            
INTEREST EXPENSE  
  
  
  
  
  
Interest expense 21,061
 17,312
 16,820
 21,772
 21,281
 21,061
Allowance for borrowed funds used during construction (446) (641) (885) (2,195) (847) (446)
TOTAL 20,615
 16,671
 15,935
 19,577
 20,434
 20,615
            
INCOME BEFORE INCOME TAXES 77,554
 70,115
 44,480
 50,716
 77,831
 77,554
            
Income taxes 28,705
 25,190
 13,450
 (2,436) 33,278
 28,705
            
NET INCOME 48,849
 44,925
 31,030
 53,152
 44,553
 48,849
            
Preferred dividend requirements and other 965
 965
 965
 
 841
 965
            
EARNINGS APPLICABLE TO COMMON STOCK 
$47,884
 
$43,960
 
$30,065
EARNINGS APPLICABLE TO COMMON EQUITY 
$53,152
 
$43,712
 
$47,884
            
See Notes to Financial Statements.  
  
  
  
  
  


(Page left blank intentionally)

ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2016 2015 2014
  (In Thousands)
OPERATING ACTIVITIES      
Net income 
$48,849
 
$44,925
 
$31,030
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation and amortization 51,737
 43,205
 45,426
Deferred income taxes, investment tax credits, and non-current taxes accrued 140,283
 22,180
 24,380
Changes in assets and liabilities:  
  
  
Receivables (3,888) 7,878
 21,098
Fuel inventory 71
 1,104
 (17)
Accounts payable 15,434
 2,738
 (7,702)
Interest accrued 534
 1,270
 (63)
Deferred fuel costs (33,839) (182) 5,409
Other working capital accounts 2,480
 (2,995) (18,030)
Provisions for estimated losses 4,326
 58,310
 10,877
Other regulatory assets (2,784) (70,471) (41,517)
Pension and other postretirement liabilities (6,859) (18,831) 29,942
Other assets and liabilities (11,133) 15,937
 (11,900)
Net cash flow provided by operating activities 205,211
 105,068
 88,933
INVESTING ACTIVITIES  
  
  
Construction expenditures (90,512) (91,928) (70,903)
Allowance for equity funds used during construction 1,178
 1,404
 1,750
Payment for purchase of plant (237,335) 
 
Investments in affiliates (38) 
 
Changes in money pool receivable - net 1,579
 (15,352) 4,295
Payments to storm reserve escrow account (438) (68,886) (7,525)
Receipts from storm reserve escrow account 3
 5,922
 
Changes in securitization account 2,882
 (4,620) 
Net cash flow used in investing activities (322,681) (173,460) (72,383)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 240,604
 95,367
 
Retirement of long-term debt (132,526) 
 
Repayment of long-term payable due to Entergy Louisiana (4,973) (59,610) 
Capital contributions from parent 47,750
 87,500
 
Dividends paid:  
  
  
Common stock (18,720) (7,250) (6,000)
Preferred stock (965) (965) (965)
Other 492
 (163) (685)
Net cash flow provided by (used in) financing activities 131,662
 114,879
 (7,650)
Net increase in cash and cash equivalents 14,192
 46,487
 8,900
Cash and cash equivalents at beginning of period 88,876
 42,389
 33,489
Cash and cash equivalents at end of period 
$103,068
 
$88,876
 
$42,389
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$19,317
 
$14,951
 
$15,877
Income taxes 
($85,962) 
$8,110
 
$4,871
See Notes to Financial Statements.  
  
  


ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents    
Cash 
$28
 
$1,068
Temporary cash investments 103,040
 87,808
Total cash and cash equivalents 103,068
 88,876
Securitization recovery trust account 1,738
 4,620
Accounts receivable:  
  
Customer 43,536
 34,627
Allowance for doubtful accounts (3,059) (268)
Associated companies 16,811
 23,248
Other 5,926
 3,753
Accrued unbilled revenues 18,254
 17,799
Total accounts receivable 81,468
 79,159
Deferred fuel costs 4,818
 
Fuel inventory - at average cost 1,841
 1,912
Materials and supplies - at average cost 8,416
 13,244
Prepayments and other 10,966
 10,263
TOTAL 212,315
 198,074
     
OTHER PROPERTY AND INVESTMENTS  
  
Non-utility property at cost (less accumulated depreciation) 1,016
 1,016
Storm reserve escrow account 81,437
 81,002
Other 7,160
 3
TOTAL 89,613
 82,021
     
UTILITY PLANT  
  
Electric 1,258,934
 1,051,239
Natural gas 240,408
 232,780
Construction work in progress 24,975
 29,027
TOTAL UTILITY PLANT 1,524,317
 1,313,046
Less - accumulated depreciation and amortization 604,825
 648,081
UTILITY PLANT - NET 919,492
 664,965
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Deferred fuel costs 4,080
 4,080
Other regulatory assets (includes securitization property of $82,272 as of December 31, 2016 and $91,599 as of December 31, 2015) 268,106
 265,322
Other 963
 682
TOTAL 273,149
 270,084
     
TOTAL ASSETS 
$1,494,569
 
$1,215,144
     
See Notes to Financial Statements.  
  

ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
  December 31,
  2016 2015
  (In Thousands)
     
CURRENT LIABILITIES    
Payable due to Entergy Louisiana
 
$2,104
 
$4,973
Accounts payable:  
  
Associated companies 39,260
 37,467
Other 35,920
 21,471
Customer deposits 28,667
 28,392
Interest accrued 5,443
 4,909
Deferred fuel costs 
 29,021
Other 11,415
 6,216
TOTAL CURRENT LIABILITIES 122,809
 132,449
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 334,953
 214,061
Accumulated deferred investment tax credits 622
 753
Regulatory liability for income taxes - net 9,074
 13,199
Asset retirement cost liabilities 2,875
 2,687
Accumulated provisions 88,513
 84,187
Pension and other postretirement liabilities 36,750
 43,609
Long-term debt (includes includes securitization bonds of $84,776 as of December 31, 2016 and $95,867 as of December 31, 2015) 428,467
 317,380
Long-term payable due to Entergy Louisiana
 18,423
 20,527
Gas system rebuild insurance proceeds 447
 12,788
Other 4,910
 3,692
TOTAL NON-CURRENT LIABILITIES 925,034
 712,883
     
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 2016 and 2015 33,744
 33,744
Paid-in capital 171,544
 123,794
Retained earnings 221,658
 192,494
TOTAL 426,946
 350,032
     
TOTAL LIABILITIES AND EQUITY 
$1,494,569
 
$1,215,144
     
See Notes to Financial Statements.  
  
ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
  For the Years Ended December 31,
  2018 2017 2016
  (In Thousands)
OPERATING ACTIVITIES      
Net income 
$53,152
 
$44,553
 
$48,849
Adjustments to reconcile net income to net cash flow provided by operating activities:      
Depreciation and amortization 55,930
 52,945
 51,737
Deferred income taxes, investment tax credits, and non-current taxes accrued 24,548
 64,036
 140,283
Changes in assets and liabilities:  
  
  
Receivables 15,724
 (18,058) (3,888)
Fuel inventory 357
 (49) 71
Accounts payable (385) 1,874
 15,434
Prepaid taxes and taxes accrued 30,547
 (22,100) (1,685)
Interest accrued 879
 44
 534
Deferred fuel costs (6,486) 12,592
 (33,839)
Other working capital accounts 4,146
 (2,711) 4,165
Provisions for estimated losses 1,511
 (3,430) 4,326
Other regulatory assets 21,637
 16,673
 (2,784)
Other regulatory liabilities (28,459) 110,147
 (3,997)
Deferred tax rate change recognized as regulatory liability/asset
 
 (111,170) 
Pension and other postretirement liabilities (15,134) (15,994) (6,859)
Other assets and liabilities 13,811
 (1,555) (7,136)
Net cash flow provided by operating activities 171,778
 127,797
 205,211
INVESTING ACTIVITIES  
  
  
Construction expenditures (202,186) (115,584) (90,512)
Allowance for equity funds used during construction 5,941
 2,418
 1,178
Payment for purchase of plant 
 
 (237,335)
Investments in affiliates 
 
 (38)
Changes in money pool receivable - net (9,293) 1,492
 1,579
Payments to storm reserve escrow account (1,311) (597) (438)
Receipts from storm reserve escrow account 3
 2,488
 3
Changes in securitization account (770) 283
 2,882
Net cash flow used in investing activities (207,616) (109,500) (322,681)
FINANCING ACTIVITIES  
  
  
Proceeds from the issuance of long-term debt 59,234
 
 240,604
Retirement of long-term debt (11,042) (10,600) (132,526)
Repayment of long-term payable due to associated company (2,077) (2,104) (4,973)
Redemption of preferred stock
 
 (20,599) 
Capital contributions from parent 
 20,000
 47,750
Distributions/dividends paid:  
  
  
Common equity (23,750) (74,250) (18,720)
Preferred stock 
 (1,083) (965)
Other 409
 12
 492
Net cash flow provided by (used in) financing activities 22,774
 (88,624) 131,662
Net increase (decrease) in cash and cash equivalents (13,064) (70,327) 14,192
Cash and cash equivalents at beginning of period 32,741
 103,068
 88,876
Cash and cash equivalents at end of period 
$19,677
 
$32,741
 
$103,068
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
Cash paid (received) during the period for:  
  
  
Interest - net of amount capitalized 
$19,840
 
$20,180
 
$19,317
Income taxes 
($39,781) 
($8,660) 
($85,962)
See Notes to Financial Statements.  
  
  


ENTERGY NEW ORLEANS, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
    
 Common Equity  
 Common Stock Paid-in Capital Retained Earnings Total
 (In Thousands)
        
Balance at December 31, 2013
$33,744
 
$36,294
 
$136,245
 
$206,283
Net income
 
 31,030
 31,030
Net income attributable to Entergy Louisiana

 
 (2,323) (2,323)
Common stock dividends
 
 (6,000) (6,000)
Preferred stock dividends
 
 (965) (965)
Balance at December 31, 2014
$33,744
 
$36,294
 
$157,987
 
$228,025
Net income
 
 44,925
 44,925
Net income attributable to Entergy Louisiana

 
 (2,203) (2,203)
Capital contributions from parent
 87,500
 
 87,500
Common stock dividends
 
 (7,250) (7,250)
Preferred stock dividends
 
 (965) (965)
Balance at December 31, 2015
$33,744
 
$123,794
 
$192,494
 
$350,032
Net income
 
 48,849
 48,849
Capital contributions from parent
 47,750
 
 47,750
Common stock dividends
 
 (18,720) (18,720)
Preferred stock dividends
 
 (965) (965)
Balance at December 31, 2016
$33,744
 
$171,544
 
$221,658
 
$426,946
        
See Notes to Financial Statements. 
  
  
  
ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
   
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT ASSETS    
Cash and cash equivalents    
Cash 
$26
 
$30
Temporary cash investments 19,651
 32,711
Total cash and cash equivalents 19,677
 32,741
Securitization recovery trust account 2,224
 1,455
Accounts receivable:  
  
Customer 43,890
 51,006
Allowance for doubtful accounts (3,222) (3,057)
Associated companies 27,938
 22,976
Other 4,090
 6,471
Accrued unbilled revenues 18,907
 20,638
Total accounts receivable 91,603
 98,034
Fuel inventory - at average cost 1,533
 1,890
Materials and supplies - at average cost 12,133
 10,381
Prepaid taxes 
 26,479
Prepayments and other 6,905
 8,030
TOTAL 134,075

179,010
     
OTHER PROPERTY AND INVESTMENTS  
  
Non-utility property at cost (less accumulated depreciation) 1,016
 1,016
Storm reserve escrow account 80,853
 79,546
Other 
 2,373
TOTAL 81,869
 82,935
     
UTILITY PLANT  
  
Electric 1,364,091
 1,302,235
Natural gas 284,728
 261,263
Construction work in progress 146,668
 46,993
TOTAL UTILITY PLANT 1,795,487
 1,610,491
Less - accumulated depreciation and amortization 670,135
 631,178
UTILITY PLANT - NET 1,125,352
 979,313
     
DEFERRED DEBITS AND OTHER ASSETS  
  
Regulatory assets:  
  
Deferred fuel costs 4,080
 4,080
Other regulatory assets (includes securitization property of $60,453 as of December 31, 2018 and $72,095 as of December 31, 2017) 229,796
 251,433
Other 1,416
 1,065
TOTAL 235,292
 256,578
     
TOTAL ASSETS 
$1,576,588
 
$1,497,836
     
See Notes to Financial Statements.  
  

ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
  December 31,
  2018 2017
  (In Thousands)
     
CURRENT LIABILITIES    
Payable due to associated company 
$1,979
 
$2,077
Accounts payable:  
  
Associated companies 43,416
 47,472
Other 36,686
 29,777
Customer deposits 28,667
 28,442
Taxes accrued 4,068
 
Interest accrued 6,366
 5,487
Deferred fuel costs 1,288
 7,774
Current portion of unprotected excess accumulated deferred income taxes 25,301
 
Other 9,521
 7,351
TOTAL CURRENT LIABILITIES 157,292
 128,380
     
NON-CURRENT LIABILITIES  
  
Accumulated deferred income taxes and taxes accrued 323,595
 283,302
Accumulated deferred investment tax credits 2,219
 2,323
Regulatory liability for income taxes - net 60,249
 119,259
Asset retirement cost liabilities 3,291
 3,076
Accumulated provisions 86,594
 85,083
Pension and other postretirement liabilities 5,626
 20,755
Long-term debt (includes securitization bonds of $63,620 as of December 31, 2018 and $74,419 as of December 31, 2017) 467,358
 418,447
Long-term payable due to associated company 14,367
 16,346
Other 11,047
 5,317
TOTAL NON-CURRENT LIABILITIES 974,346
 953,908
     
Commitments and Contingencies 

 

     
EQUITY  
  
Member's equity 444,950
 415,548
TOTAL 444,950
 415,548
     
TOTAL LIABILITIES AND EQUITY 
$1,576,588
 
$1,497,836
     
See Notes to Financial Statements.  
  


ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
          
 2016 2015 2014 2013 2012
 (In Thousands)
          
Operating revenues
$665,463
 
$671,446
 
$735,192
 
$659,746
 
$605,014
Net income
$48,849
 
$44,925
 
$31,030
 
$12,608
 
$19,878
Total assets
$1,494,569
 
$1,215,144
 
$1,014,916
 
$964,482
 
$953,308
Long-term obligations (a)
$466,670
 
$357,687
 
$323,280
 
$318,034
 
$215,619
          
(a) Includes long-term debt (including the long-term payable to Entergy Louisiana and excluding currently maturing debt) and preferred stock without sinking fund.
          
 2016 2015 2014 2013 2012
 (Dollars In Millions)
          
Electric Operating Revenues: 
  
  
  
  
Residential
$231
 
$220
 
$230
 
$221
 
$195
Commercial206
 186
 196
 194
 174
Industrial33
 30
 33
 35
 31
Governmental69
 64
 67
 69
 65
Total retail539
 500
 526
 519
 465
Sales for resale: 
  
  
  
  
Associated companies30
 66
 78
 27
 45
Non-associated companies3
 
 4
 
 
Other15
 18
 17
 19
 13
Total
$587
 
$584
 
$625
 
$565
 
$523
          
Billed Electric Energy Sales (GWh):   
  
  
  
Residential2,231
 2,301
 2,262
 2,152
 2,060
Commercial2,268
 2,257
 2,181
 2,130
 2,105
Industrial441
 463
 455
 484
 487
Governmental794
 825
 783
 778
 806
Total retail5,734
 5,846
 5,681
 5,544
 5,458
Sales for resale: 
  
  
  
  
Associated companies1,071
 1,644
 1,379
 517
 1,004
Non-associated companies141
 11
 18
 14
 9
Total6,946
 7,501
 7,078
 6,075
 6,471
          
          

ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
Members Equity
(In Thousands)
Balance at December 31, 2015
$350,032
Net income48,849
Capital contributions from parent47,750
Common equity distributions(18,720)
Preferred stock dividends(965)
Balance at December 31, 2016
$426,946
Net income44,553
Capital contributions from parent20,000
Common equity distributions(74,250)
Preferred stock dividends(841)
Other(860)
Balance at December 31, 2017
$415,548
Net income53,152
Common equity distributions(23,750)
Balance at December 31, 2018
$444,950
See Notes to Financial Statements.


ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
          
 2018 2017 2016 2015 2014
 (In Thousands)
          
Operating revenues
$717,390
 
$716,070
 
$665,463
 
$671,446
 
$735,192
Net income
$53,152
 
$44,553
 
$48,849
 
$44,925
 
$31,030
Total assets
$1,576,588
 
$1,497,836
 
$1,494,569
 
$1,215,144
 
$1,014,916
Long-term obligations (a)
$481,725
 
$434,793
 
$466,670
 
$357,687
 
$323,280
          
(a) Includes long-term debt (including the long-term payable to associated company and excluding currently maturing debt) and preferred stock without sinking fund.
          
 2018 2017 2016 2015 2014
 (Dollars In Millions)
          
Electric Operating Revenues: 
  
  
  
  
Residential
$262
 
$250
 
$231
 
$220
 
$230
Commercial217
 228
 206
 186
 196
Industrial33
 36
 33
 30
 33
Governmental72
 77
 69
 64
 67
Total retail584
 591
 539
 500
 526
Sales for resale: 
  
  
  
  
Associated companies
 
 30
 66
 78
Non-associated companies30
 29
 3
 
 4
Other11
 12
 15
 18
 17
Total
$625
 
$632
 
$587
 
$584
 
$625
          
Billed Electric Energy Sales (GWh):   
  
  
  
Residential2,401
 2,155
 2,231
 2,301
 2,262
Commercial2,270
 2,248
 2,268
 2,257
 2,181
Industrial448
 429
 441
 463
 455
Governmental795
 790
 794
 825
 783
Total retail5,914
 5,622
 5,734
 5,846
 5,681
Sales for resale: 
  
  
  
  
Associated companies
 
 1,071
 1,644
 1,379
Non-associated companies1,484
 1,703
 141
 11
 18
Total7,398
 7,325
 6,946
 7,501
 7,078
          
          



ENTERGY TEXAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

20162018 Compared to 20152017

Net income increased $37.9$86.1 million primarily due to a lower other operation and maintenance expenses, the asset write-off of its receivable associated with the Spindletop gas storage facility in 2015,effective income tax rate and higher net revenue.

2015 Compared to 2014

Net income decreased $5.2 million primarily due to the asset write-off of its receivable associated with the Spindletop gas storage facilityrevenue, partially offset by higher depreciation and amortization expenses and higher other operation and maintenance expenses, partially offset by higherexpenses.

2017 Compared to 2016

Net income decreased $31.4 million primarily due to lower net revenue, higher depreciation and a lower effective tax rate.amortization expenses, higher other operation and maintenance expenses, and higher taxes other than income taxes.

Net Revenue

20162018 Compared to 20152017

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 20162018 to 2015.2017.
 Amount
 (In Millions)
  
20152017 net revenue
$637.2626.8
Reserve equalizationVolume/weather14.326.4
Purchased power capacity12.4
Transmission revenue7.017.9
Retail electric price5.4(0.1
)
Net wholesale
Return of unprotected excess accumulated deferred income taxes to customers

(27.814.6)
Other(4.31.0)
20162018 net revenue
$644.2655.4

The reserve equalizationvolume/weather variance is primarily due to a reductionan increase of 1,162 GWh, or 6%, in reserve equalization expensebilled electricity usage, including the effect of more favorable weather on residential sales and an increase in industrial usage. The increase in industrial usage is primarily due to changesnew customers in the Entergy System generation mix comparedchemicals and wood products industries and an increase in demand from cogeneration customers and mid-size to the same period in 2015 as a result of the execution of a new purchased power agreement and Entergy Mississippi’s exit from the System Agreement, each in November 2015, and Entergy Texas’s exit from the System Agreement in August 2016. See Note 2 to the financial statements for a discussion of the System Agreement.small customers.

The purchased power capacity variance is primarily due to decreased expenses due to the termination of thepurchased power capacity costs under Entergy Texas’s purchased power agreements betweenwith Entergy Louisiana and Entergy Texas in August 2016, as well as capacity cost changes for ongoing purchased power capacity contracts.Louisiana.

The transmission revenueretail electric price variance is primarily due to a regulatory charge of $25.4 million recorded in the fourth quarter 2018 to reflect the effects of a provision in the settlement reached in the 2018 rate case proceeding, as approved by the PUCT, to return the benefits of the lower federal income tax rate in 2018 to customers. Partially offsetting the decrease was an annual base rate increase of $53.2 million effective October 2018 and an increase in Attachment O rates chargedthe distribution cost recovery factor rider rate in September 2017, each as approved by MISOthe PUCT. See Note 2 to transmission customersthe financial statements for further discussion of the rate case and a settlement of Attachment O rates previously billed to transmission customers by MISO.the distribution cost recovery factor rider filings.

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The retail electric price variance is primarily duereturn of unprotected excess accumulated deferred income taxes to customers resulted from the implementation of the transmission cost recovery factor rider, as approved by the PUCT and implemented in September 2016, and the increasereturn in the distribution cost recoveryfourth quarter 2018 of unprotected excess accumulated deferred income taxes through a rider effective October 2018. There is no effect on net income as approved by the PUCT and implementedreduction in January 2016. This increasenet revenue was partially offset by a decreasereduction in energy efficiency revenues.income tax expense. See Note 2 to the financial statements for further discussion of regulatory activity regarding the transmission cost recovery factor riderTax Cuts and distribution cost recovery factor rider filings.Jobs Act.

The net wholesale revenue variance is primarily due to lower capacity revenues resulting from the termination of the purchased power agreements between Entergy Louisiana and Entergy Texas in August 2016.

20152017 Compared to 20142016

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 20152017 to 2014.2016.
 Amount
 (In Millions)
  
20142016 net revenue
$611.7644.2
Volume/weatherNet wholesale revenue17.1(35.1)
Purchased power capacity(5.9)
Transmission revenue(5.4)
Reserve equalization5.6
Retail electric price11.419.0
Transmission revenueOther4.04.4
Purchased power capacity(5.6)
Other(1.4)
20152017 net revenue
$637.2626.8

The volume/weather variance is primarily due to an increase in residential and commercial sales as a result of a 2% increase in the average number of customers, partially offset by a decrease in sales to industrial customers and the effect of less favorable weather on residential sales. The decrease in industrial sales is primarily due to extended seasonal outages for existing large refinery customers, partially offset by new customers in the transportation industry.

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, the implementation of the distribution cost recovery rider, as approved by the PUCT, and an increase in the energy efficiency rider, as approved by the PUCT, each effective January 2015. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have a minimal effect on net income. See Note 2 to the financial statements for further discussion of the rate case.

The transmissionwholesale revenue variance is primarily due to an increaselower net capacity revenues resulting from the termination of the purchased power agreements between Entergy Louisiana and Entergy Texas in the amount of transmission revenues allocated by MISO.August 2016.

The purchased power capacity variance is primarily due to increased expenses due to contract changes and pricecapacity cost changes for ongoing purchased power capacity.capacity contracts.

The transmission revenue variance is primarily due to a decrease in the amount of transmission revenues allocated by MISO.

The reserve equalization variance is due to the absence of reserve equalization expenses in 2017 as a result of Entergy Texas’s exit from the System Agreement in August 2016. See Note 2 to the financial statements for a discussion of the System Agreement.

The retail electric price variance is primarily due to the implementation of the transmission cost recovery factor rider in September 2016 and an increase in the transmission cost recovery factor rider rate in March 2017, each as approved by the PUCT. See Note 2 to the financial statements for further discussion of the transmission cost recovery factor rider filing.

Other Income Statement Variances

2018 Compared to 2017

Other operation and maintenance expenses increased primarily due to:
the write-off of $6 million in capitalized skylining tree hazard costs as a result of the settlement of the rate case proceeding. See Note 2 to the financial statements for further discussion of the rate case proceeding;

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Other Income Statement Variances

2016 Compared to 2015

Other operation and maintenance expenses decreased primarily due to:

a decreasean increase of $11.2$3.5 million in fossil-fueled generation expensesenergy efficiency costs primarily due to the timing of recovery from customers; and
an overall lower scopeincrease of work performed in 2016 as compared to 2015;
a decrease of $7$1.4 million in transmission expenses primarily due to lower transmission equalization expenses, as allocated under the System Agreement, as comparedhigher labor and contract costs to the same period in 2015 as a result of Entergy Mississippi’s exit from the System Agreement in November 2015 and Entergy Texas’s exit from the System Agreement in August 2016;support industrial customers.

The increase was partially offset by a decrease of $5.7$2.8 million in compensation and benefits costs primarily due to a decreaselower incentive-based compensation accruals in net periodic pension and other postretirement benefits costs2018 as a result of an increase in the discount rate usedcompared to value the benefit liabilities2017 and a refinementgain of $2.1 million on the sale of assets in the approach used to estimate the service cost and interest cost components of pension and other postretirement costs. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefit costs;
the write-off in the third quarter 2015 of $4.3 million of rate case expenses and acquisition costs related to the proposed Union Power Station acquisition upon Entergy Texas’s withdrawal of its 2015 rate case and dismissal of its certificate of convenience and necessity filing; and
a decrease of $4.2 million in energy efficiency costs.2018.

The asset write-off variance isDepreciation and amortization expenses increased primarily due to the $23.5 million ($15.3 million net-of-tax) write-off recordedadditions to plant in 2015 of the receivable associated with the Spindletop gas storage facility. See Note 2 to the financial statements for discussion of the write-off.service.

20152017 Compared to 20142016

Other operation and maintenance expenses increased primarily due to:

an increase of $7.5$5.1 million in transmission and distribution expenses primarily due to higher vegetation maintenance costs;
an increase of $4.3 million in fossil-fueled generation expenses primarily due to a higher scope of work performed during plant outages in 2017 as compared to 2016; and
an increase of $2.8 million in compensation and benefits costs primarily due to higher incentive-based compensation accruals in 2017 as compared to 2016.

The increase was partially offset by a decrease of $4.5 million due to the absence of transmission equalization expenses, as allocated under the System Agreement, as a result of Entergy Texas’s exit from the System Agreement in August 2016.

Taxes other than income taxes increased primarily due to an increase in the amount of transmission costs allocated by MISO;
ad valorem taxes resulting from higher assessments and a net increase of $6.4 million in energy efficiency costs for fixed costs collected from customers; and
the write-off in the third quarter 2015 of $4.3 million of rate case expenses and acquisition costs relatedtrue-up to the proposed Union Power Station acquisition upon Entergy Texas’s withdrawal of its 2015 rate casesales and dismissal of its certificate of convenience and necessity filing.use tax accruals recorded in 2016 resulting from an audit settlement.

The asset write-off variance isDepreciation and amortization expenses increased primarily due to the $23.5 million ($15.3 million net-of-tax) write-off recordedadditions to plant in 2015 of the receivable associated with the Spindletop gas storage facility. See Note 2 to the financial statements for discussion of the write-off.service.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 2015,were (19.3%), 38.9%, and 2014 were 37.0%, 34.9%,respectively. The difference in the effective income tax rate of (19.3%) versus the federal statutory rate of 21% for 2018 was primarily due to the flow through and 39.9%, respectively.amortization of excess accumulated deferred income taxes, along with the effect on income tax expense of the resolution of Entergy Texas’s 2018 base rate proceeding. See Note 3 to the financial statements for a reconciliation of the federal statutory raterates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.


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Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
2016 2015 20142018 2017 2016
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$2,182
 
$30,441
 
$46,488

$115,513
 
$6,181
 
$2,182
          
Net cash provided by (used in): 
  
  
 
  
  
Operating activities306,601
 284,268
 315,164
331,753
 301,396
 306,601
Investing activities(330,191) (315,293) (186,540)(395,973) (383,176) (330,191)
Financing activities27,589
 2,766
 (144,671)(51,237) 191,112
 27,589
Net increase (decrease) in cash and cash equivalents3,999
 (28,259) (16,047)(115,457) 109,332
 3,999
          
Cash and cash equivalents at end of period
$6,181
 
$2,182
 
$30,441

$56
 
$115,513
 
$6,181

Operating Activities

Net cash flow provided by operating activities increased $22.3$30.4 million in 20162018 primarily due to:

the receipt of $33.2 million from Entergy Arkansas as a result of a compliance filing made in response to the FERC’s October 2018 order in the Entergy Arkansas opportunity sales proceeding. See Note 2 to the financial statements for further discussion of the Entergy Arkansas opportunity sales proceeding;
the effect of favorable weather on billed sales;
a decrease of $18.4 million in storm spending in 2018 as compared to 2017 primarily as a result of Hurricane Harvey in 2017; and
a decrease of $6.1 million in pension contributions in 2018 as compared to 2017. See “Critical Accounting Estimates” below and in Note 11 to the financial statements for a discussion of qualified pension and other postretirement benefits funding.

The increase was partially offset by:

income tax payments of $20.8 million in 2018 compared to income tax refunds of $21.1 million in 2017. The income tax payments in 2018 and the income tax refunds in 2017 were in accordance with an intercompany income tax allocation agreement.  The income tax payments in 2018 primarily resulted from the settlement of the 2012-2013 IRS audit. The income tax refunds in 2017 primarily resulted from deductible temporary differences;
the timing of recovery of fuel and purchased power costs; and
the return of unprotected excess accumulated deferred income taxes to customers. See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

Net cash flow provided by operating activities decreased $5.2 million in 2017 primarily due to increasedlower net income, the timing of recovery of fuel and a decreasepurchased power costs, and an increase of $31.8$13.7 million in storm spending primarily as a result of Hurricane Harvey. The decrease was partially offset by income tax refunds of $21.1 million in 2017 compared to income tax payments of $28.5 million in 2016. Entergy Texas had income tax refunds in 2017 and income tax payments in 2016 and 2015 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.an intercompany income tax allocation agreement.  The income tax refunds in 2017 primarily resulted from deductible temporary differences. The income tax payments in 2016 resulted primarily from adjustments associated with the settlement of the 2010-2011 IRS audit; whereas, the income tax payments in 2015 resulted primarily from the results of operations and the reversal of taxable temporary differences.audit. See Note 3 to the financial statements for a discussion of the income tax audit. The increase was partially offset by an increase of $5.2 million in interest paid in 2016 due to the issuance of $125 million of 2.55% Series first mortgage bonds in March 2016 and the timing of collections from customers.
Net cash flow provided by operating activities decreased $30.9 million in 2015 primarily due to:

income tax payments of $60.4 million in 2015. Entergy Texas had income tax payments in 2015 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The income tax payments in 2015 resulted primarily from the results of operations and the reversal of taxable temporary differences; and
a net decrease of $24 million related to the System Agreement bandwidth remedy payments in 2014. In the second quarter 2014, Entergy Texas received total payments of $48.6 million 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, of which $24.6 million was refunded to Entergy Texas customers as of December 31, 2014.

The decrease was partially offset by an increase due to the timing of recovery of fuel and purchased power costs.

Investing Activities

Net cash flow used in investing activities increased $14.9 million in 2016 primarily due to increases of $27.7 million in transmission construction expenditures and $11.7 million in distribution construction expenditures primarily due to a greater scope of projects in 2016 as compared to the same period in 2015. The increase was partially offset by a $21.4 million decrease in fossil-fueled generation construction expenditures primarily due to a decreased scope of work performed during plant outages in 2016 as compared to the same period in 2015.


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Investing Activities

Net cash flow used in investing activities increased $128.8$12.8 million in 20152018 primarily due to:

to an increase of $110.1 million in fossil-fueled generation construction expenditures primarily due to the increase in spending on the Montgomery County Power Station and an increase of $13.7 million in transmission construction expenditures primarily due to a greaterhigher scope of projectswork performed in 2015;2018 as compared to 2017. The increase was partially offset by a decrease of $24.6 million in distribution construction expenditures primarily due to the decreased storm spending in 2018 as compared to 2017 primarily as a result of Hurricane Harvey and money pool activity.

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 $44.9 million in 2018 compared to increasing by $44.2 million in 2017. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.
Net cash flow used in investing activities increased $53 million in 2017 primarily due to:

money pool activity;
an increase of $34.9 million in information technology capitaldistribution construction expenditures primarily due to variousincreased storm spending primarily as a result of Hurricane Harvey and spending on digital technology projects and upgrades in 2015; andimprovements within the customer contact centers;
an increase of $24.4 million in fossil-fueled generation construction expenditures primarily due to Lewis Creek dam repairs in 2015 and a greaterhigher scope of work done during outagesperformed in 2015.2017 as compared to 2016; and
an increase of $8.5 million in spending on advanced metering infrastructure.

The increase was partially offset by a decrease of $51.7 million in transmission construction expenditures primarily due to a lower scope of work performed in 2017 as compared to 2016.

Increases in Entergy Texas’s receivable from the money pool are a use of cash flow, and Entergy Texas’s receivable from the money pool increased by $44.2 million in 2017 compared to increasing by $0.7 million in 2016.
Financing Activities

Entergy Texas’s financing activities used $51.2 million of cash in 2018 compared to providing $191.1 million of cash in 2017 primarily due to the issuance of $150 million of 3.45% Series first mortgage bonds in November 2017 and a $115 million capital contribution received from Entergy Corporation in December 2017 in anticipation of upcoming construction expenditures, partially offset by money pool activity.

Increases in Entergy Texas’s payable to the money pool are a source of cash flow, and Entergy Texas’s payable to the money pool increased by $22.4 million in 2018.
Net cash flow provided by financing activities increased $24.8$163.5 million in 20162017 primarily due to to:

a $115 million capital contribution received from Entergy Corporation in December 2017 in anticipation of upcoming construction expenditures;
the retirementissuance of $200$150 million of 3.6%3.45% Series first mortgage bonds in June 2015 andNovember 2017 compared to the issuance of $125 million of 2.55% Series first mortgage bonds in March 2016, partially offset by the issuance of $250 million of 5.15% Series first mortgage bonds in May 20152016; and
money pool activity.

Decreases in Entergy Texas’s payable to the money pool are a use of cash flow, and Entergy Texas’s payable to the money pool decreased by $22.1 million in 2016 compared to increasing by $22.1 million in 2015. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.2016.

Entergy Texas’s financing activities provided $2.8 million
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Table of cash in 2015 compared to using $144.7 million of cash in 2014 primarily due to the following activity:Contents

the issuance of $250 million of 5.15% Series first mortgage bonds in May 2015;
the retirement, prior to maturity, of $150 million of 7.875% Series first mortgage bonds in June 2014;
$70 million in common stock dividends paid in 2014. Entergy Texas, did not pay dividends to its parent in 2015 primarily because of lower operating cash flowsInc. and higher capital expenditures, each discussed above;Subsidiaries
Management’s Financial Discussion and Analysis
money pool activity.

These activities were partially offset by the retirement of $200 million of 3.6% Series first mortgage bonds in June 2015 and the issuance of $135 million of 5.625% Series first mortgage bonds in May 2014.

Increases in Entergy Texas’s payable to the money pool are a source of cash flow, and Entergy Texas’s payable to the money pool increased by $22.1 million in 2015.

Capital Structure

Entergy Texas’s capitalizationdebt to capital ratio is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio for Entergy Texas is primarily due to the increase in retained earnings.
December 31,
2016
 December 31,
2015
December 31,
2018
 December 31,
2017
Debt to capital58.5% 60.2%51.6% 55.7%
Effect of excluding the securitization bonds(8.3%) (10.4%)(5.2%) (6.3%)
Debt to capital, excluding securitization bonds (a)50.2% 49.8%46.4% 49.4%
Effect of subtracting cash(0.1%) %% (2.5%)
Net debt to net capital, excluding securitization bonds (a)50.1% 49.8%46.4% 46.9%
(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

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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. 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.

Entergy Texas seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings. To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend, or both, in appropriate amounts to maintain the targeted capital structure. To the extent that operating cash flows are insufficient to support planned investments, Entergy Texas may issue incremental debt or reduce dividends, or both, to maintain its targeted capital structure. In addition, inEntergy Texas may receive equity contributions to maintain the targeted capital structure for certain infrequent circumstances such as large transactions that would materially alter the capital structure if financed entirely with debt and reducing dividends, Entergy Texas may receive equity contributions to maintain the targeted capital structure.reduced dividends.

Uses of Capital

Entergy Texas requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel and purchased power costs; and
dividend and interest payments.


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Following are the amounts of Entergy Texas’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:          
Generation
$85
 
$180
 
$375

$435
 
$260
 
$115
Transmission115
 180
 210
295
 195
 100
Distribution100
 125
 135
155
 170
 255
Other50
 30
 15
Utility Support60
 35
 25
Total
$350
 
$515
 
$735

$945
 
$660
 
$495

Following are the amounts of Entergy Texas’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 After 2021 Total2019 2020-2021 2022-2023 After 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$150
 
$775
 
$416
 
$1,068
 
$2,409

$626
 
$426
 
$107
 
$1,143
 
$2,302
Operating leases (b)
$5
 
$9
 
$4
 
$2
 
$20

$5
 
$8
 
$4
 
$3
 
$20
Purchase obligations (c)
$269
 
$558
 
$544
 
$811
 
$2,182

$277
 
$491
 
$498
 
$1,282
 
$2,548

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Does not include power purchase agreements that are accounted for as leases that are included in purchase obligations.
(c)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services.  For Entergy Texas, it primarily includes unconditional fuel and purchased power obligations.

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In addition to the contractual obligations given above, Entergy Texas expects to contribute approximately $17$1.6 million to its qualified pension plans and approximately $3.2 million$56 thousand to other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

Also in addition to the contractual obligations, Entergy Texas has $15.6$14.6 million of unrecognized tax benefits and interest net of unused tax attributes and payments for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine capital spending to maintain operations, the planned capital investment estimate for Entergy Texas includes specific investments such as the Montgomery County Power Station discussed below;Station; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering;meters and related investments; system improvements; software and security; and other investments. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, environmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to access capital. Management provides more information on long-term debt in Note 5 to the financial statements.

As discussed above in “Capital Structure,”a wholly-owned subsidiary, Entergy Texas routinely evaluatesdividends its ability to pay dividendsearnings to Entergy Corporation at a percentage determined monthly.  


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Montgomery County Power Station

In October 2016, Entergy Texas filed an application with the PUCT seeking certification that the public convenience and necessity would be served by the construction of the Montgomery County Power Station, a nominal 993 MW combined-cycle generating unit in Montgomery County, Texas on land adjacent to the existing Lewis Creek plant. The current estimated cost of the Montgomery County Power Station is $937 million, including approximately $111 million of transmission interconnection and network upgrades and other related costs. The independent monitor, who oversaw the request for proposal process, filed testimony and a report affirming that the Montgomery County Power Station was selected through an objective and fair request for proposal process that showed no undue preference to any proposal. In June 2017 parties to the proceeding filed an unopposed stipulation and settlement agreement. The stipulation contemplates that Entergy Texas’s level of cost-recovery for generation construction costs for Montgomery County Power Station is capped at $831 million, subject to certain exclusions such as force majeure events. Transmission interconnection and network upgrades and other related costs are not subject to the $831 million cap. In July 2017 the PUCT approved the stipulation. Subject to the timely receipt of other permits and approvals, commercial operation is estimated to occur by mid-2021.

Advanced Metering Infrastructure (AMI)

In April 2017 the Texas legislature enacted legislation that extends statutory support for AMI deployment to Entergy Texas and directs that if Entergy Texas elects to deploy AMI, it shall do so as rapidly as practicable. In July 2017, Entergy Texas filed an application seeking an order from the PUCT approving Entergy Texas’s deployment of AMI. Entergy Texas proposed to replace existing meters with advanced meters that enable two-way data communication; design and build a secure and reliable network to support such communications; and implement support systems. AMI is intended to serve as the foundation of Entergy Texas’s modernized power grid. The filing included an estimate of implementation costs for AMI of $132 million. The filing identified a number of quantified and unquantified benefits, with Entergy Texas showing that its earnings.AMI deployment is expected to produce nominal net operational cost savings to customers of $33 million. Entergy Texas also sought to continue to include in rate base the remaining book value, approximately $41 million at December 31, 2016, of existing meters that will be retired as part of the AMI deployment and also to depreciate those assets using current depreciation rates. Entergy Texas proposed a seven-year depreciable life for the new advanced meters, the three-year deployment of which is expected to begin in 2019. Entergy Texas also proposed a surcharge tariff to recover the reasonable and necessary costs it has and will incur under the deployment plan for the full deployment of advanced meters. Further, Entergy Texas sought approval of fees that would be charged to customers who choose to opt out of receiving service through an advanced meter and instead receive electric service with a non-standard meter. In October 2017, Entergy Texas and other parties entered into and filed an unopposed stipulation and settlement agreement, permitting deployment of AMI with limited modifications. The PUCT approved the stipulation and settlement agreement in December 2017. Entergy Texas implemented the AMI surcharge tariff beginning with January 2018 bills. As of December 31, 2018, Entergy Texas has a regulatory liability related to the collection of the surcharge from customers. Consistent with the approval, deployment of the communications network began in 2018 and deployment of the advanced meters will begin in March 2019. Entergy Texas expects to recover the remaining net book value of its existing meters through a regulatory asset to be amortized at current depreciation rates.

Sources of Capital

Entergy Texas’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt or preferred stock issuances;
capital contributions; and
bank financing under new or existing facilities.

Entergy Texas may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions

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and interest and dividend rates are favorable.

All debt and common and preferred stock issuances by Entergy Texas require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indenture and other agreements. Entergy Texas has sufficient capacity under these tests to meet its foreseeable capital needs.

Entergy Texas’s receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
$681 ($22,068) $306 $6,287
2018 2017 2016 2015
(In Thousands)
($22,389) $44,903 $681 ($22,068)

See Note 4 to the financial statements for a description of the money pool.

Entergy Texas has a credit facility in the amount of $150 million scheduled to expire in August 2021.September 2023. The credit facility allows Entergy Texas to issueincludes fronting commitments for the issuance of letters of credit against 50%$30 million of the borrowing capacity of the facility. As of December 31, 2016,2018, there were no cash borrowings and $4.7$1.3 million of letters of credit outstanding under the credit facility. In addition, Entergy Texas is a party to an uncommitted letter of credit facility as a means to post collateral

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to support its obligations underto MISO. As of December 31, 2016,2018, a $14.7$20.9 million letter of credit was outstanding under Entergy Texas’s letter of credit facility. See Note 4 to the financial statements for additional discussion of the credit facilities.

Entergy Texas obtained authorizations from the FERC through October 2017November 2020 for short-term borrowings, not to exceed an aggregate amount of $200 million at any time outstanding, and long-term borrowings and security issuances. See Note 4 to the financial statements for further discussion of Entergy Texas’s short-term borrowing limits.
Montgomery County Power Station

In October 2016,January 2019, Entergy Texas filed an application withissued $300 million of 4.0% Series first mortgage bonds and $400 million of 4.5% Series first mortgage bonds due March 2029 and 2039, respectively. Entergy Texas used the PUCT seeking certification that the public convenienceproceeds to pay, at maturity, its $500 million of 7.125% Series first mortgage bonds due February 2019 and necessity would be served by the construction of the Montgomery County Power Station, a nominal 993 megawatt combined-cycle generating unit in Montgomery County, Texas on land adjacent to the existing Lewis Creek plant. The current estimated cost of the Montgomery County Power Station is $937 million, including estimated costs of transmission interconnection and network upgrades and other related costs. The independent monitor, who oversaw the request for proposal process, filed testimony and a report affirming that the Montgomery County Power Station was selected through an objective and fair request for proposal that showed no undue preference to any proposal. Discovery has commenced and a procedural schedule has been established for this proceeding, including an evidentiary hearing in May 2017. A PUCT decision regarding the application is expected by October 2017, pursuant to a Texas statute requiring the PUCT to issue an order regarding a certificate of convenience and necessity within 366 days of the filing. Subject to timely approval by the PUCT and receipt of other permits and approvals, commercial operation is estimated to occur by mid-2021.general corporate purposes.

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that Entergy Texas charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Texas is regulated and the rates charged to its customers are determined in regulatory proceedings. The PUCT, a governmental agency, is primarily responsible for approval of the rates charged to customers.

Filings with the PUCT

20112018 Rate Case

In November 2011,In May 2018, Entergy Texas filed a base rate case requesting a $112 million base rate increase reflecting a 10.6% return on common equity based on an adjusted June 2011 test year. The rate case also proposed a purchased power recovery rider. On January 12, 2012,with the PUCT voted not to address the purchased power recovery rider in the rate case, but the PUCT voted to set a baseline in the rate case proceeding that would be applicable if a purchased power capacity rider is approved in a separate proceeding. In April 2012 the PUCT Staff filed direct testimony recommending a base rateseeking an increase of $66 million and a 9.6% return on common equity. The PUCT Staff, however, subsequently filed a statement of position in the proceeding indicating that it was still evaluating the position it would ultimately take in the case regarding Entergy Texas’s recovery of purchased power capacity costs and Entergy Texas’s proposal to defer its MISO transition expenses. In April 2012, Entergy Texas filed rebuttal testimony indicating a revised request for a $105 million base rate increase. A hearing was held in late-April through early-May 2012.

In September 2012 the PUCT issued an order approving a $28 million rate increase, effective July 2012. The order includes a finding that “a return on common equity (ROE) of 9.80 percent will allow [Entergy Texas] a reasonable opportunity to earn a reasonable return on invested capital.” The order also provides for increases in depreciation rates and the annual storm reserve accrual. The order also reduced Entergy Texas’s proposed purchased power capacity costs, stating that they are not known and measureable; reduced Entergy Texas’s regulatory assets associated with Hurricane Rita; excluded from rate recovery capitalized financially-based incentive compensation; included $1.6 million of MISO transition expense in base rates and reduced Entergy’s Texas’s fuel reconciliation recoveryrider rates of approximately $166 million, of which $48 million is associated with moving costs currently being collected through riders into base rates such that the total incremental revenue requirement increase is approximately $118 million. The base rate case was based on a 12-month test year ending December 31, 2017. In addition, Entergy Texas included capital additions placed into service for the period of April 1, 2013 through December 31, 2017, as well as a post-test year adjustment to include capital additions placed in service by $4 million because it disagreed withJune 30, 2018.

In October 2018 the line-loss factor usedparties filed an unopposed settlement resolving all issues in the calculation. After considering the progress of the proceeding in light of the PUCT order, Entergy Texas recorded in the third quarter 2012 an approximate $24 million

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charge to recognize that assets associated with Hurricane Rita, financially-based incentive compensation, and fuel recovery are no longer probable of recovery. Entergy Texas continues to believe that it is entitled to recover these prudently incurred costs, however, and it filed a motion for rehearing regarding these and several other issues in the PUCT’s order on October 4, 2012. Several other parties also filed motions for rehearing of the PUCT’s order. The PUCT subsequently denied rehearing of substantive issues. Several parties, including Entergy Texas, appealed various aspects of the PUCT’s order to the Travis County District Court. A hearing was held in July 2014. In October 2014 the Travis County District Court issued an order upholding the PUCT’s decision except as to the line-loss factor issue referenced above, which was found in favor of Entergy Texas. In November 2014, Entergy Texas and other parties, including the PUCT, appealed the Travis County District Court decision to the Third Court of Appeals. Briefs were filed by the appealing and responding parties in the first half of 2015. Oral argument before the court panel was held in September 2015. In April 2016 the Third Court of Appeals issued its opinion affirming the District Court’s decision on all points. Entergy Texas petitioned the Texas Supreme Court to hear its appeal of the Third Court’s ruling. That petition is pending.

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 newinterim 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 2014October 17, 2018. The unopposed settlement reflects the State Office of Administrative Hearings, the body assigned to hear the case, approved the motion. In April 2014, Entergy Texas filedfollowing terms: a unanimous stipulation in this case. Among other things, the stipulation provides for an $18.5 million base rate increase provides for recovery over three years of $53.2 million (net of costs realigned from riders), a $25 million refund to reflect the calendar year 2012 rough production cost equalization charges andlower federal income tax 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 backapplicable 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.

Other Filings

In September 2014, Entergy Texas filed for a distribution cost recovery factor (DCRF) rider based on a law that was passed in 2011 allowing forfrom January 25, 2018 through the recoverydate new rates are implemented, $6 million of increases in capitalcapitalized skylining tree hazard costs associated with distribution plant. Entergy Texas requested collectionwill not be recovered from customers, $242.5 million of approximately $7 million annually from retail customers. The parties reached a unanimous settlement authorizing recovery of $3.6 million annually commencing with usage on and after January 1, 2015. A State Office of Administrative Hearings ALJ issued an order in December 2014 authorizing this recovery on an interim basis and remanded the case to the PUCT. In February 2015 the PUCT entered a final order, making the settlement final and the interim rates permanent. In September 2015, Entergy Texas filed to amend its distribution cost recovery factor rider. Entergy Texas requested an increase in recovery under the rider of $6.5 million, for a total collection of $10.1 million annually from retail customers. In October 2015 intervenors and PUCT staff filed testimony opposing, in part, Entergy Texas’s request. In November 2015 Entergy Texas and the parties filed an unopposed settlement agreement and supporting documents. The settlement established an annual revenue requirement of $8.65 million for the amendedprotected

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excess accumulated deferred income taxes, which includes a tax gross-up, will be returned to customers through base rates under the average rate assumption method over the lives of the associated assets, and $185.2 million of unprotected excess accumulated deferred income taxes, which includes a tax gross-up, will be returned to customers through a rider. The unprotected excess accumulated deferred income taxes rider will include carrying charges and will be in effect over a period of 12 months for large customers and over a period of four years for other customers. The settlement also provides for the deferral of $24.5 million of costs associated with the remaining book value of the Neches and Sabine 2 plants, previously taken out of service, to be recovered over a ten-year period and the deferral of $20.5 million of costs associated with Hurricane Harvey to be recovered over a 12-year period, each beginning in October 2018. The settlement provides final resolution of all issues in the matter, including those related to the Tax Act. In October 2018, the ALJ granted the unopposed motion for interim rates to be effective for service rendered on or after October 17, 2018. In December 2018 the PUCT issued an order approving the unopposed settlement.

Distribution Cost Recovery Factor (DCRF) Rider

In June 2017, Entergy Texas filed an application to amend its DCRF rider withby increasing the total collection from $8.65 million to approximately $19 million. In July 2017, Entergy Texas, the PUCT staff, and the two other parties in the proceeding entered into an unopposed stipulation and settlement agreement resulting in an amended DCRF annual revenue requirement of $18.3 million. In September 2017 the PUCT issued its final order approving the unopposed stipulation and settlement agreement. The amended DCRF rider rates became effective for usage on and after JanuarySeptember 1, 2016. The PUCT approved2017. DCRF rates were set to zero upon implementation of new base rates on October 17, 2018, as described above in the settlement agreement in February 2016.2018 base rate case discussion.
Transmission Cost Recovery Factor (TCRF) Rider

In September 2015, Entergy Texas filed for a transmission cost recovery factor (TCRF)TCRF rider requesting a $13 million increase, incremental to base rates. Testimony was filed in November 2015, with the PUCT staff and other parties proposing various disallowances involving, among other things, MISO charges, vegetation management costs, and bad debt expenses that would reduce the requested increase by approximately $2 million. In addition to those recommended disallowances, a number of parties recommended that Entergy Texas’s request be reduced by an additional $3.4 million to account for load growth since base rates were last set. A hearing on the merits was held in December 2015. In February 2016 a State Office of Administrative Hearings ALJ issued a proposal for decision recommending that the PUCT disallow approximately $2 million from Entergy Texas’s $13 million request, but recommending that the PUCT not accept the load growth offset. In April 2016 the PUCT voted to allow Entergy Texas’s TCRF rates to become effective as of April 14, 2016 when those rates are finally approved, but did not otherwise address the proposal for decision. In May 2016 the PUCT deferred final consideration of Entergy Texas’s TCRF application and opened the record to consider additional evidence to be provided by Entergy Texas and potentially other parties regarding the rate-making treatment of spare transmission-level transformers that are transferred among the Utility operating companies. In June 2016 the PUCT indicated that it would take up in a future rulemaking project the issue of whether a load growth adjustment should apply to a TCRF. In July 2016 the PUCT issued an order generally accepting the proposal for decision but declining to adjust the TCRF baseline in two instances as recommended by the ALJ, which resulted in a total annual allowance of approximately $10.5 million. The PUCT also ordered its staff and Entergy Texas to track all spare autotransformer transfers going forward so that it could address the appropriate accounting treatment and prudence of such transfers in Entergy Texas’s next base rate case. Entergy Texas implemented the TCRF rider beginning with September 2016 bills.

In September 2016, Entergy Texas filed with the PUCT a request to amend its TCRF rider. The proposed amended TCRF rider iswas designed to collect approximately $29.5 million annually from Entergy Texas’s retail customers. This amount includesincluded the approximately $10.5 million annually that Entergy Texas is currentlywas previously authorized to collect through the TCRF rider, as discussed above. In SeptemberDecember 2016, concurrent with the PUCT suspended the effective date of the tariff change to March 2017. In December 2016 fuel reconciliation stipulation and settlement agreement discussed below, Entergy Texas and the PUCT staff reached a settlement agreeing to the amended TCRF annual revenue requirement of $29.5 million. This settlement was developed concurrently with the 2016 fuel reconciliation stipulation and settlement agreementAs discussed below, and the terms and conditions in bothof the two settlements are interdependent. The PUCT actionapproved the settlement and issued a final order in March 2017. Entergy Texas implemented the amended TCRF rider beginning with bills covering usage on and after March 20, 2017. TCRF rates were set to zero upon implementation of new base rates on October 17, 2018, as discussed above in the stipulations2018 base rate case discussion.


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In December 2018, Entergy Texas filed with the PUCT a request to set a new TCRF rider. The proposed new TCRF rider is pending.designed to collect approximately $2.7 million annually from Entergy Texas’s retail customers. The proceeding is currently ongoing at the PUCT.

Fuel and Purchased Power Cost Recovery

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

In August 2014, Entergy Texas filed an application seeking PUCT approval to implement an interim fuel refund of approximately $24.6 million for over-collected fuel costs incurred during the months of November 2012 through April 2014. This refund resulted from (i) applying $48.6 million in bandwidth remedy payments that Entergy Texas received in May 2014 related to the June - December 2005 period to Entergy Texas’s $8.7 million under-recovered fuel balance as of April 30, 2014 and (ii) netting that fuel balance against the $15.3 million bandwidth remedy payment that Entergy Texas made related to calendar year 2013 production costs. Also in August 2014, Entergy Texas filed an unopposed motion for interim rates to implement these refunds for most customers over a two-month period commencing with September 2014. The PUCT issued its order approving the interim relief in August 2014 and Entergy Texas completed the refunds in October 2014. Parties intervened in this matter, and all parties agreed that the proceeding should be bifurcated such that the proposed interim refund would become final in a separate proceeding, which refund was approved by the PUCT in March 2015.   In July 2015 certain parties filed briefs in the open proceeding asserting that Entergy Texas should refund to retail customers an additional $10.9 million in bandwidth remedy payments Entergy

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Texas received related to calendar year 2006 production costs.  In October 2015 an ALJ issued a proposal for decision recommending that the additional $10.9 million in bandwidth remedy payments be refunded to retail customers. In January 2016 the PUCT issued its order affirming the ALJ’s recommendation, and Entergy Texas filed a motion for rehearing of the PUCT’s decision, which the PUCT denied. In March 2016, Entergy Texas filed a complaint in Federal District Court for the Western District of Texas and a petition in the Travis County (State) District Court appealing the PUCT’s decision. The federal appeal was heard in December 2016, andpending appeals did not stay the Federal District Court granted Entergy Texas’s requested relief. In January 2017 the PUCT and an intervenor filed petitions for appeal to the U.S. Court of Appeals for the Fifth Circuit of the Federal District Court ruling. The State District Court appeal remains pending.PUCT’s decision. In April 2016, Entergy Texas filed with the PUCT an application to refund to customers approximately $56.2 million. The refund resulted from (i) $41.8 million of fuel cost recovery over-collections through February 2016, (ii) the $10.9 million in bandwidth remedy payments, discussed above, that Entergy Texas received related to calendar year 2006 production costs, and (iii) $3.5 million in bandwidth remedy payments that Entergy Texas received related to 2006-2008 production costs. In June 2016, Entergy Texas filed an unopposed settlement agreement that added additional over-recovered fuel costs for the months of March and April 2016. The settlement resulted in a $68 million refund. The ALJ approved the refund on an interim basis to beand it was made to most customers over a four-month period beginning with the first billing cycle of July 2016. In July 2016 the PUCT issued an order approving the interim refund. The federal appeal of the PUCT’s January 2016 decision was heard in December 2016, and the Federal District Court granted Entergy Texas’s requested relief. In January 2017 the PUCT and an intervenor filed petitions for appeal to the U.S. Court of Appeals for the Fifth Circuit of the Federal District Court ruling. Oral argument was held before the Fifth Circuit in February 2018. In April 2018 the Fifth Circuit reversed the decision of the Federal District Court, reinstating the original PUCT decision. In October 2018, Entergy Texas filed a notice of nonsuit in its appeal to the Travis County District Court regarding the PUCT’s January 2016 decision.

In July 2016, Entergy Texas filed an application to reconcile its fuel and purchased power costs for the period April 1, 2013 through March 31, 2016. Under a recent PUCT rule change, a fuel reconciliation is required to be filed at least once every three years and outside of a base rate case filing. During the reconciliation period, Entergy Texas incurred approximately $1.77 billion in Texas jurisdictional eligible fuel and purchased power expenses, net of certain revenues credited to such expenses and other adjustments. Entergy Texas estimated an over-recovery balance of approximately $19.3 million, including interest, which Entergy Texas requested authority to carry over as the beginning balance for the subsequent reconciliation period beginning Apri1April 2016. Entergy Texas also noted, however, that the estimated $19.3 million over collection was being refunded to customers as a portion of the interim fuel refund beginning with the first billing cycle of July 2016, discussed above. Entergy Texas also is requestingrequested a prudence finding for each of the fuel-related contracts and arrangements entered into or modified during the reconciliation period that have not been reviewed by the PUCT in a prior proceeding. In December 2016, Entergy Texas entered into a stipulation and settlement agreement resulting in a $6 million disallowance not associated with any particular issue raised and a refund of the over-recovery balance of $21 million as of November 30, 2016, to most customers beginning April 2017 through June 2017. This settlement was developed concurrently with the stipulation and settlement agreement in the 2016 TCRFtransmission cost recovery factor rider amendment discussed above, and the terms of the twoand conditions in both settlements are interdependent. PUCT action on the stipulations andThe fuel reconciliation settlement agreements is pending.
At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approvalapproved by the PUCT in March 2017 and the refunds were made.


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In June 2017, Entergy Texas filed an application for a fuel refund of approximately $30.7 million for the option to recover its capacity costs undermonths of December 2016 through April 2017. For most customers, the new rider mechanism, but will continue to evaluaterefunds flowed through bills for the benefitsmonths of utilizingJuly 2017 through September 2017. The fuel refund was approved by the new rider to recover future capacity costs.PUCT in August 2017.

In December 2017, Entergy Texas filed an application for a fuel refund of approximately $30.5 million for the months of May 2017 through October 2017. Also in December 2017, the PUCT’s ALJ approved the refund on an interim basis. For most customers, the refunds flowed through bills January 2018 through March 2018. The fuel refund was approved by the PUCT in March 2018.

Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

Nuclear Matters

See the “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of nuclear matters.


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Industrial and Commercial Customers

Entergy Texas’s large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Texas’s industrial customer base. Entergy Texas responds by working with industrial and commercial customers and negotiating electric service contracts to provide, under existing rate schedules, competitive rates that match specific customer needs and load profiles. Entergy Texas actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers.

Environmental Risks

Entergy Texas’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Texas is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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


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Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments

See “Unbilled RevenueImpairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the unbilled revenue amounts.impairment of long-lived assets.

Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

Entergy Texas’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.   See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries’ Management’s Financial Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

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Cost Sensitivity

The following chart reflects the sensitivity of qualified pension and qualified projected benefit obligation cost to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Qualified Projected Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Qualified Projected Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $768 
$11,375
 (0.25%) $569 $8,976
Rate of return on plan assets (0.25%) $823 $-
 (0.25%) $807 $—
Rate of increase in compensation 0.25% $312 
$1,700
 0.25% $308 $1,513

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $251 $3,792 (0.25%) ($5) $2,485
Health care cost trend 0.25% $482 $3,386 0.25% $117 $2,074

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

Costs and Funding

Total qualified pension cost for Entergy Texas in 2016 was $5 million. Entergy Texas anticipates 2017 qualified pension income to be $3.5 million. In 2016, Entergy Texas refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $3.6 million. Entergy Texas contributed $15.9 million to its qualified pension plans in 2016 and estimates 2017 pension contributions will be approximately $17 million, although the 2017 required pension contributions will be known with more certainty when the January 1, 2017 valuations are completed, which is expected by April 1, 2017.

Total postretirement health care and life insurance benefit income for Entergy Texas in 2016 was $4.4 million. Entergy Texas expects 2017 postretirement health care and life insurance benefit income to approximate $1.8 million. In 2016, Entergy Texas refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $1.1 million. Entergy Texas contributed $3.2 million to its other postretirement plans in 2016 and estimates 2017 contributions will be approximately $3.2 million.

The retirement and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $30.8 million in the qualified pension benefit obligation and $8.2 million in the accumulated postretirement obligation.  The new mortality assumptions increased anticipated 2015 qualified pension cost by approximately $4.3 million and other postretirement cost by approximately $1 million. In 2016 the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.


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Management’s Financial Discussion and Analysis

Costs and Funding

Total qualified pension cost for Entergy Texas in 2018 was $4.2 million. Entergy Texas anticipates 2019 qualified pension cost to be $5.7 million. Entergy Texas contributed $10.9 million to its qualified pension plans in 2018 and estimates 2019 pension contributions will be approximately $1.6 million, although the 2019 required pension contributions will be known with more certainty when the January 1, 2019 valuations are completed, which is expected by April 1, 2019.

Total postretirement health care and life insurance benefit income for Entergy Texas in 2018 was $6.2 million. Entergy Texas expects 2019 postretirement health care and life insurance benefit income to approximate $6.9 million. Entergy Texas contributed $3.8 million to its other postretirement plans in 2018 and estimates 2019 contributions will be approximately $56 thousand.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Note 1 to the financial statements for a discussion of new accounting pronouncements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholder and Board of Directors and Shareholder of
Entergy Texas, Inc. and Subsidiaries
The Woodlands, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Entergy Texas, Inc. and Subsidiaries (the “Company”) as of December 31, 20162018 and 2015, and2017, the related consolidated income statements, consolidated statements of income, cash flows, and consolidated statements of changes in common equity (pages 419 through 424 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Texas, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.


ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED INCOME STATEMENTS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING REVENUES            
Electric 
$1,615,619
 
$1,707,203
 
$1,851,982
 
$1,605,902
 
$1,544,893
 
$1,615,619
            
OPERATING EXPENSES  
  
  
  
  
  
Operation and Maintenance:  
  
  
  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 271,968
 277,810
 282,809
 204,830
 225,517
 271,968
Purchased power 616,597
 709,947
 881,438
 614,012
 610,279
 616,597
Other operation and maintenance 220,566
 254,731
 232,955
 238,400
 230,437
 221,620
Asset write-off 
 23,472
 
Taxes other than income taxes 70,973
 72,945
 70,439
 82,033
 79,254
 70,973
Depreciation and amortization 107,026
 102,410
 99,609
 128,534
 117,520
 107,026
Other regulatory charges - net 82,879
 82,243
 76,017
 131,667
 82,328
 82,879
TOTAL 1,370,009
 1,523,558
 1,643,267
 1,399,476
 1,345,335
 1,371,063
            
OPERATING INCOME 245,610
 183,645
 208,715
 206,426
 199,558
 244,556
            
OTHER INCOME  
  
  
  
  
  
Allowance for equity funds used during construction 7,617
 5,678
 2,959
 9,723
 6,722
 7,617
Interest and investment income 987
 684
 1,106
 2,188
 981
 987
Miscellaneous - net (746) (798) (2,345) (655) 14
 308
TOTAL 7,858
 5,564
 1,720
 11,256
 7,717
 8,912
            
INTEREST EXPENSE  
  
  
  
  
  
Interest expense 87,776
 86,024
 88,049
 87,203
 86,719
 87,776
Allowance for borrowed funds used during construction (4,943) (3,690) (2,062) (5,513) (4,098) (4,943)
TOTAL 82,833
 82,334
 85,987
 81,690
 82,621
 82,833
            
INCOME BEFORE INCOME TAXES 170,635
 106,875
 124,448
 135,992
 124,654
 170,635
            
Income taxes 63,097
 37,250
 49,644
 (26,243) 48,481
 63,097
            
NET INCOME 
$107,538
 
$69,625
 
$74,804
 
$162,235
 
$76,173
 
$107,538
            
See Notes to Financial Statements.  
  
  
  
  
  

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ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES            
Net income 
$107,538
 
$69,625
 
$74,804
 
$162,235
 
$76,173
 
$107,538
Adjustments to reconcile net income to net cash flow provided by operating activities:            
Depreciation and amortization 107,026
 102,410
 99,609
 128,534
 117,520
 107,026
Deferred income taxes, investment tax credits, and non-current taxes accrued 20,794
 (23,292) 2,829
 (39,545) 42,119
 20,794
Changes in assets and liabilities:  
  
  
  
  
  
Receivables (9,300) 21,443
 24,318
 (17,099) (15,934) (9,300)
Fuel inventory 9,765
 2,960
 5,433
 64
 (25,054) 9,765
Accounts payable (22,462) (16,913) (19,854) 43,319
 32,842
 (22,462)
Prepaid taxes and taxes accrued 10,018
 3,484
 57,484
 7,854
 30,308
 10,018
Interest accrued (3,229) (551) (1,489) (1,201) (421) (3,229)
Deferred fuel costs 29,419
 36,985
 (15,954) (47,604) 12,758
 29,419
Other working capital accounts (3,354) 2,468
 9,045
 1,328
 (7,852) (3,354)
Provisions for estimated losses (1,735) (2,899) 3,139
 3,741
 2,531
 (1,735)
Other regulatory assets 74,389
 125,133
 2,809
 63,350
 184,574
 74,389
Other regulatory liabilities (19,336) 410,968
 2,106
Deferred tax rate change recognized as regulatory liability/asset 
 (520,547) 
Pension and other postretirement liabilities (10,204) (33,474) 59,725
 (13,135) (49,445) (10,204)
Other assets and liabilities (2,064) (3,111) 13,266
 59,248
 10,856
 (4,170)
Net cash flow provided by operating activities 306,601
 284,268
 315,164
 331,753
 301,396
 306,601
INVESTING ACTIVITIES  
  
  
  
  
  
Construction expenditures (337,963) (320,408) (195,794) (451,988) (348,027) (337,963)
Allowance for equity funds used during construction 7,743
 5,751
 2,981
 9,861
 6,874
 7,743
Proceeds from sale of assets 3,753
 
 
Insurance proceeds 
 2,431
 
Changes in money pool receivable - net (681) 306
 5,981
 44,903
 (44,222) (681)
Changes in securitization account 710
 (942) 292
 (2,502) (232) 710
Net cash flow used in investing activities (330,191) (315,293) (186,540) (395,973) (383,176) (330,191)
FINANCING ACTIVITIES  
  
  
  
  
  
Proceeds from the issuance of long-term debt 123,502
 246,607
 131,163
 
 148,277
 123,502
Retirement of long-term debt (68,593) (265,734) (213,450) (74,950)
(71,683)
(68,593)
Capital contributions from parent 
 115,000
 
Change in money pool payable - net (22,068) 22,068
 
 22,389
 
 (22,068)
Dividends paid:  
  
  
Common stock 
 
 (70,000)
Other (5,252) (175) 7,616
 1,324
 (482) (5,252)
Net cash flow provided by (used in) financing activities 27,589
 2,766
 (144,671) (51,237) 191,112
 27,589
Net increase (decrease) in cash and cash equivalents 3,999
 (28,259) (16,047) (115,457) 109,332
 3,999
Cash and cash equivalents at beginning of period 2,182
 30,441
 46,488
 115,513
 6,181
 2,182
Cash and cash equivalents at end of period 
$6,181
 
$2,182
 
$30,441
 
$56
 
$115,513
 
$6,181
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
  
  
  
Cash paid (received) during the period for:  
  
  
  
  
  
Interest - net of amount capitalized 
$88,489
 
$83,290
 
$85,695
 $85,719
 
$84,556
 
$88,489
Income taxes 
$28,523
 
$60,359
 
($2,653) 
$20,787
 
($21,107) 
$28,523
See Notes to Financial Statements.  
  
  
  
  
  


ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSASSETS
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$1,216
 
$2,153
 
$26
 
$32
Temporary cash investments 4,965
 29
 30
 115,481
Total cash and cash equivalents 6,181
 2,182
 56
 115,513
Securitization recovery trust account 37,451
 38,161
 40,185
 37,683
Accounts receivable:  
  
  
  
Customer 71,803
 61,870
 69,714
 74,382
Allowance for doubtful accounts (828) (474) (461) (463)
Associated companies 39,447
 42,279
 64,441
 90,629
Other 14,756
 11,054
 12,275
 9,831
Accrued unbilled revenues 39,727
 40,195
 51,288
 50,682
Total accounts receivable 164,905
 154,924
 197,257
 225,061
Fuel inventory - at average cost 37,177
 46,942
 42,667
 42,731
Materials and supplies - at average cost 36,631
 34,994
 41,883
 38,605
Prepayments and other 18,599
 17,975
 15,903
 19,710
TOTAL 300,944
 295,178
 337,951
 479,303
        
OTHER PROPERTY AND INVESTMENTS  
  
  
  
Investments in affiliates - at equity 600
 620
 448
 457
Non-utility property - at cost (less accumulated depreciation) 376
 376
 376
 376
Other 18,801
 20,186
 19,218
 19,235
TOTAL 19,777
 21,182
 20,042
 20,068
        
UTILITY PLANT  
  
  
  
Electric 4,274,069
 3,923,100
 4,773,984
 4,569,295
Construction work in progress 111,227
 210,964
 325,193
 102,088
TOTAL UTILITY PLANT 4,385,296
 4,134,064
 5,099,177
 4,671,383
Less - accumulated depreciation and amortization 1,526,057
 1,477,529
 1,684,569
 1,579,387
UTILITY PLANT - NET 2,859,239
 2,656,535
 3,414,608
 3,091,996
        
DEFERRED DEBITS AND OTHER ASSETS  
  
  
  
Regulatory assets:  
  
  
  
Regulatory asset for income taxes - net 105,816
 107,499
Other regulatory assets (includes securitization property of $384,609 as of
December 31, 2016 and $453,317 as of December 31, 2015)
 740,156
 812,862
Other regulatory assets (includes securitization property of $236,336 as of December 31, 2018 and $313,123 as of December 31, 2017) 598,048
 661,398
Other 7,149
 5,326
 29,371
 26,973
TOTAL 853,121
 925,687
 627,419
 688,371
        
TOTAL ASSETS 
$4,033,081
 
$3,898,582
 
$4,400,020
 
$4,279,738
        
See Notes to Financial Statements.  
  
  
  

ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSLIABILITIES AND EQUITY
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Currently maturing long-term debt 
$500,000
 
$—
Accounts payable:        
Associated companies 
$47,867
 
$106,065
 119,371
 59,347
Other 77,342
 87,421
 150,679
 126,095
Customer deposits 44,419
 44,537
 43,387
 40,925
Taxes accrued 15,351
 5,333
 53,513
 45,659
Interest accrued 25,977
 29,206
 24,355
 25,556
Current portion of unprotected excess accumulated deferred income taxes
 87,627
 
Deferred fuel costs 54,543
 25,124
 19,697
 67,301
Other 9,388
 10,363
 6,353
 8,132
TOTAL 274,887
 308,049
 1,004,982
 373,015
        
NON-CURRENT LIABILITIES  
  
  
  
Accumulated deferred income taxes and taxes accrued 1,027,647
 1,006,834
 552,535
 544,642
Accumulated deferred investment tax credits 12,934
 13,835
 11,176
 11,983
Regulatory liability for income taxes - net 264,623
 412,620
Other regulatory liabilities 8,502
 6,396
 47,884
 6,850
Asset retirement cost liabilities 6,470
 6,124
 7,222
 6,835
Accumulated provisions 7,584
 9,319
 13,856
 10,115
Pension and other postretirement liabilities 67,313
 77,517
 4,834
 17,853
Long-term debt (includes securitization bonds of $429,043 as of December 31, 2016 and $497,030 as of December 31, 2015) 1,508,407
 1,451,967
Long-term debt (includes securitization bonds of $283,659 as of December 31, 2018 and $358,104 as of December 31, 2017) 1,013,735
 1,587,150
Other 50,343
 57,085
 56,771
 48,508
TOTAL 2,689,200
 2,629,077
 1,972,636
 2,646,556
        
Commitments and Contingencies 

 

 

 

        
COMMON EQUITY  
  
  
  
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 46,525,000 shares in 2016 and 2015 49,452
 49,452
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 46,525,000 shares in 2018 and 2017 49,452
 49,452
Paid-in capital 481,994
��481,994
 596,994
 596,994
Retained earnings 537,548
 430,010
 775,956
 613,721
TOTAL 1,068,994
 961,456
 1,422,402
 1,260,167
        
TOTAL LIABILITIES AND EQUITY 
$4,033,081
 
$3,898,582
 
$4,400,020
 
$4,279,738
        
See Notes to Financial Statements.  
  
  
  


ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
      
Common Equity  Common Equity  
Common Stock Paid-in Capital Retained Earnings TotalCommon Stock Paid-in Capital Retained Earnings Total
(In Thousands)(In Thousands)
              
Balance at December 31, 2013
$49,452
 
$481,994
 
$355,581
 
$887,027
Net income
 
 74,804
 74,804
Common stock dividends
 
 (70,000) (70,000)
Balance at December 31, 2014
$49,452
 
$481,994
 
$360,385
 
$891,831
Net income
 
 69,625
 69,625
Balance at December 31, 2015
$49,452
 
$481,994
 
$430,010
 
$961,456

$49,452
 
$481,994
 
$430,010
 
$961,456
Net income
 
 107,538
 107,538

 
 107,538
 107,538
Balance at December 31, 2016
$49,452
 
$481,994
 
$537,548
 
$1,068,994

$49,452
 
$481,994
 
$537,548
 
$1,068,994
Net income
 
 76,173
 76,173
Capital contributions from parent
 115,000
 
 115,000
Balance at December 31, 2017
$49,452
 
$596,994
 
$613,721
 
$1,260,167
Net income
 
 162,235
 162,235
Balance at December 31, 2018
$49,452
 
$596,994
 
$775,956
 
$1,422,402
              
See Notes to Financial Statements.See Notes to Financial Statements.  
  
  
See Notes to Financial Statements.  
  
  


ENTERGY TEXAS, INC. AND SUBSIDIARIESSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                  
2016 2015 2014 2013 20122018 2017 2016 2015 2014
(In Thousands)(In Thousands)
                  
Operating revenues
$1,615,619
 
$1,707,203
 
$1,851,982
 
$1,728,799
 
$1,581,496

$1,605,902
 
$1,544,893
 
$1,615,619
 
$1,707,203
 
$1,851,982
Net income
$107,538
 
$69,625
 
$74,804
 
$57,881
 
$41,971

$162,235
 
$76,173
 
$107,538
 
$69,625
 
$74,804
Total assets
$4,033,081
 
$3,898,582
 
$3,897,989
 
$3,909,470
 
$4,011,618

$4,400,020
 
$4,279,738
 
$4,033,081
 
$3,898,582
 
$3,897,989
Long-term obligations (a)
$1,508,407
 
$1,451,967
 
$1,268,835
 
$1,544,549
 
$1,603,650

$1,013,735
 
$1,587,150
 
$1,508,407
 
$1,451,967
 
$1,268,835
                  
(a) Includes long-term debt (excluding currently maturing debt).
                  
2016 2015 2014 2013 20122018 2017 2016 2015 2014
(Dollars In Millions)(Dollars In Millions)
                  
Electric Operating Revenues: 
  
  
  
  
 
  
  
  
  
Residential
$613
 
$633
 
$654
 
$596
 
$553

$674
 
$636
 
$613
 
$633
 
$654
Commercial356
 369
 384
 327
 325
381
 378
 356
 369
 384
Industrial365
 372
 422
 325
 299
394
 384
 365
 372
 422
Governmental24
 25
 26
 24
 24
25
 25
 24
 25
 26
Total retail1,358
 1,399
 1,486
 1,272
 1,201
1,474
 1,423
 1,358
 1,399
 1,486
Sales for resale: 
  
  
  
  
 
  
  
  
  
Associated companies178
 259
 316
 369
 313
59
 58
 178
 259
 316
Non-associated companies40
 14
 23
 47
 36
39
 22
 40
 14
 23
Other40
 35
 27
 41
 31
34
 42
 40
 35
 27
Total
$1,616
 
$1,707
 
$1,852
 
$1,729
 
$1,581

$1,606
 
$1,545
 
$1,616
 
$1,707
 
$1,852
                  
Billed Electric Energy Sales (GWh):   
  
  
  
   
  
  
  
Residential5,836
 5,889
 5,810
 5,726
 5,604
6,135
 5,716
 5,836
 5,889
 5,810
Commercial4,570
 4,548
 4,471
 4,402
 4,396
4,747
 4,548
 4,570
 4,548
 4,471
Industrial7,493
 7,036
 7,140
 6,404
 6,066
8,052
 7,521
 7,493
 7,036
 7,140
Governmental283
 276
 277
 282
 278
286
 273
 283
 276
 277
Total retail18,182
 17,749
 17,698
 16,814
 16,344
19,220
 18,058
 18,182
 17,749
 17,698
Sales for resale: 
  
  
  
  
 
  
  
  
  
Associated companies4,625
 5,853
 4,763
 6,287
 5,702
1,516
 1,534
 4,625
 5,853
 4,763
Non-associated companies1,086
 254
 200
 712
 827
962
 729
 1,086
 254
 200
Total23,893
 23,856
 22,661
 23,813
 22,873
21,698
 20,321
 23,893
 23,856
 22,661


SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

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.

Results of Operations

Net Income

20162018 Compared to 20152017

Net income decreased $14.6increased $15.5 million primarily due to the increase in operating revenues resulting from changes in rate base, as compared to prior year, and a lower effective income tax rate.

2017 Compared to 2016

Net income decreased $18.1 million primarily due to provisions against revenue recorded in 2017 in connection with the complaint against System Energy’s return on equity and a higher effective income tax rate in 2016.

2015 Compared to 2014

Net income increased $15 million primarily due to a higher effective income tax rate in 2014, partially offset by lower operating revenue resulting from lower rate base as compared to2017. See “Federal Regulation - Complaints Against System Energy” below for further discussion of the prior year.complaint against System Energy.

Income Taxes

The effective income tax rates for 2018, 2017, and 2016 2015,were (102.7%), 47.1%, and 2014 were 42.3%, 32.3%,respectively. The difference in the effective income tax rate of (102.7%) versus the federal statutory rate of 21% for 2018 was primarily due to the amortization of excess accumulated deferred income taxes. The difference in the effective income tax rate of 47.1% versus the federal statutory rate of 35% for 2017 was primarily due to certain book and 46.4%, respectively.tax differences related to utility plant items and state income taxes. See Note 3 to the financial statements for a reconciliation of the federal statutory raterates of 21% for 2018 and 35% for 2017 and 2016 to the effective income tax rates.

Income Tax Legislation

See the “Income Tax Legislation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the Tax Cuts and Jobs Act, the federal income tax legislation enacted in December 2017. Note 3 to the financial statements contains additional discussion of the effect of the Act on 2017 and 2018 results of operations and financial position, the provisions of the Act, and the uncertainties associated with accounting for the Act, and Note 2 to the financial statements discusses the regulatory proceedings that have considered the effects of the Act.


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Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016 were as follows:
 2016 2015 2014
 (In Thousands)
Cash and cash equivalents at beginning of period
$230,661
 
$223,179
 
$127,142
      
Net cash provided by (used in):   
  
Operating activities341,939
 502,536
 428,265
Investing activities(232,602) (137,562) (203,930)
Financing activities(94,135) (357,492) (128,298)
Net increase in cash and cash equivalents15,202
 7,482
 96,037
      
Cash and cash equivalents at end of period
$245,863
 
$230,661
 
$223,179


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 2018 2017 2016
 (In Thousands)
Cash and cash equivalents at beginning of period
$287,187
 
$245,863
 
$230,661
      
Net cash provided by (used in):     
Operating activities101,328
 371,278
 341,939
Investing activities(286,161) (174,250) (232,602)
Financing activities(6,669) (155,704) (94,135)
Net increase (decrease) in cash and cash equivalents(191,502) 41,324
 15,202
      
Cash and cash equivalents at end of period
$95,685
 
$287,187
 
$245,863

Operating Activities

Net cash flow provided by operating activities decreased $160.6$270 million in 20162018 primarily due to:

the return of unprotected excess accumulated deferred income taxes;
income tax payments of $54 million in 2018 compared to income tax refunds of $2.2 million in 2017. System Energy made income tax payments in 2018 and received income tax refunds in 2017 in accordance with an intercompany income tax allocation agreement. The income tax payments in 2018 were from the results of operations and the inclusion of taxable temporary differences in the computation of taxable income; and
an increase in spending of $51.5 million on nuclear refueling outages in 2018 as compared to the prior year.

Net cash flow provided by operating activities increased $29.3 million in 2017 primarily due to:

a decrease in spending of $90.5$35.7 million on nuclear refueling outages in 2017 as compared to the prior year;
the timing of collection of receivables; and
a decrease of $9.9 million in interest paid in 2017.

The increase was partially offset by:

proceeds of $28.4 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously expensed. See Note 8 to the financial statements for a discussion of the spent nuclear fuel litigation; and
a decrease of $21.3 million in income tax refunds in 2016.2017. System Energy received income tax refunds in 20162017 and 20152016 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.an intercompany income tax allocation agreement. The income tax refunds in 20162017 and 20152016 resulted primarily from the adoption of a new accounting method for income tax purposes in which System Energy will treat its nuclear decommissioning costs as production costs of electricity includable in cost of goods sold. See Note 3 to the financial statements for further discussion of the adoption of the new accounting method; and
an increase in spending of $35.1 million on nuclear refueling outages in 2016 as compared to 2015.method.

The decrease was partially offset by proceeds
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Net cash flow provided by operating activities increased $74.3 million in 2015 primarily due to an increase in income tax refunds of $104 million in 2015 and a decrease of $40.2 million in spending on nuclear refueling outages in 2015. The increase was partially offset by an increase in interest paid on the Grand Gulf sale-leaseback obligation as a result of the renewal in December 2013. System Energy received income tax refunds in 2015Resources, Inc.
Management’s Financial Discussion and 2014 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax refunds in 2015 resulted primarily from the adoption of a new accounting method for income tax purposes in which System Energy will treat its nuclear decommissioning costs as production costs of electricity includable in cost of goods sold. See Note 3 to the financial statements for further discussion of the adoption of the new accounting method. See Note 10 to the financial statements for details on the Grand Gulf sale-leaseback obligation.Analysis

Investing Activities

Net cash flow used in investing activities increased $95$111.9 million in 20162018 primarily due to:

an increase of $114.4 million as a result of 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 $110.4 million in nuclear construction expenditures primarily as a result of a higher scope of work performed in 2016 onduring the Grand Gulf outage projects, partially offset by decreased spending in 2016 on compliance with NRC post-Fukushima requirements.2018.

The increase was partially offset by money pool activity and proceeds of $15.8 million receivedchanges in August 2016 from the DOE resulting from litigation regarding spent nuclear fuel storage costs that were previously capitalized. See Note 8 to the financial statements for discussiondecommissioning trust fund investments including portfolio rebalancing of the spent nuclear fuel litigation.Grand Gulf decommissioning trust fund in 2018.

Decreases in System Energy’s receivable from the money pool are a source of cash flow and System Energy’s receivable from the money pool decreased by $6.1$4.5 million in 20162018 compared to increasing by $37.6$77.9 million in 2015.2017.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities decreased $66.4$58.4 million in 20152017 primarily due to a decrease of $159.4 million as a result of 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. The decrease was partially offset by money pool activity and an increaseproceeds of $15.8 million received in August 2016 from the DOE resulting from litigation regarding spent nuclear expenditures primarily duefuel storage costs that were previously capitalized. See Note 8 to compliance with NRC post-Fukushima requirements.


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the spent nuclear fuel litigation.

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 $37.6$77.9 million in 20152017 compared to decreasing by $6.9$6.1 million in 2014.2016.  

Financing Activities

Net cash flow used in financing activities decreased $263.4$149 million in 20162018 primarily due to:

the issuance in March 2018 of $100 million of 3.42% Series J notes by the System Energy nuclear fuel company variable interest entity;
an increase of net long-term borrowings of $66.9$63.9 million in 2018 on the nuclear fuel company variable interest entity’s credit facility;
the payment in February 2017, at maturity, of $50 million of the System Energy nuclear fuel company variable interest entity’s 4.02% Series H notes;
a decrease of $38.9 million in common stock dividends and distributions in 2018 in order to maintain the targeted capital structure; and
net repayments of short-term borrowings of $17.8 million on the nuclear fuel company variable interest entity’s credit facility in 20162018 compared to net repayments of $20.4short-term borrowings of $49.1 million on the nuclear fuel variable interest entity’s credit facility in 2017.

The decrease was offset by:

the payment in October 2018, at maturity, of $85 million of the System Energy nuclear fuel company variable interest entity’s 3.78% Series I notes; and
net long-term borrowings of $50 million in 2017 on the nuclear fuel company variable interest entity’s credit facility in 2015;
a decrease of $61.8 million in common stock dividends and distributions as a result of lower operating cash flows and higher nuclear fuel purchases in 2016 as compared to the prior year;
the redemption in April 2015, at maturity, of $60 million of System Energy nuclear fuel company variable interest entity’s 5.33% Series G notes; and
redemption in May 2015 of $35 million and in November 2015 of $25 million of System Energy’s 5.875% Series governmental bonds due 2022.

The decrease was partially offset by the partial repayment caused by System Energy in May 2016 of $22 million of 5.875% pollution control revenue bonds due 2022 issued on behalf of System Energy.

Net cash flow used by financing activities increased $229.2 million in 2015 primarily due to:

an increase of $98.8 million in common stock dividends and distributions primarily due to higher operating cash flows and lower nuclear fuel purchases in 2015 as compared to the prior year;
redemption in April 2015, at maturity, of $60 million of System Energy nuclear fuel company variable interest entity’s 5.33% Series G notes;
redemption in May 2015 of $35 million and in November 2015 of $25 million of System Energy’s 5.875% Series governmental bonds due 2022; and
net repayments of $20.4 million on the nuclear fuel company variable interest entity’s credit facility in 2015 compared to net borrowings of $20.4 million on the nuclear fuel company variable interest entity’s credit facility in 2014.

The increase was partially offset by a decrease of $30.4 million in principal payments on the Grand Gulf sale-leaseback obligation in 2015 as compared to 2014. See Note 10 to the financial statements for details on the Grand Gulf sale-leaseback obligation.

See Note 5 to the financial statements for details of long-term debt.

Capital Structure

System Energy’s capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for System Energy is primarily due to net borrowings of $66.9 million on the System Energy nuclear fuel company variable interest entity’s credit facility and common stock dividends and distributions in 2016.
 December 31,
2016
 December 31,
2015
Debt to capital45.5% 42.3%
Effect of subtracting cash(12.0%) (11.8%)
Net debt to net capital33.5% 30.5%
facility.


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Net cash flow used in financing activities increased $61.6 million in 2017 primarily due to:

net repayments of short-term borrowings of $49.1 million on the nuclear fuel company variable interest entity’s credit facility in 2017 as compared to net short-term borrowings of $66.9 million on the nuclear fuel variable interest entity’s credit facility in 2016; and
the payment in February 2017, at maturity, of $50 million of the System Energy nuclear fuel company variable interest entity’s 4.02% Series H notes.

The increase was partially offset by:

net long-term borrowings of $50 million in 2017 on the nuclear fuel company variable interest entity’s credit facility;
a decrease of $32.4 million in common stock dividends and distributions in 2017 in order to maintain System Energy’s targeted capital structure; and
the repayment in May 2016 of $22 million of 5.875% pollution control revenue bonds due 2022 issued on behalf of System Energy.

See Note 5 to the financial statements for details of long-term debt.

Capital Structure

System Energy’s debt to capital ratio is shown in the following table. The increase in the debt to capital ratio for System Energy is primarily due to the issuance in March 2018 of $100 million of 3.42% Series J notes by the System Energy nuclear fuel company variable interest entity.
 December 31,
2018
 December 31,
2017
Debt to capital46.1% 44.5%
Effect of subtracting cash(4.0%) (16.0%)
Net debt to net capital42.1% 28.5%

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.

System Energy seeks to optimize its capital structure in accordance with its regulatory requirements and to control its cost of capital while also maintaining equity capitalization at a level consistent with investment-grade debt ratings. To the extent that operating cash flows are in excess of planned investments, cash may be used to reduce outstanding debt or may be paid as a dividend, or both, in appropriate amounts to maintain the targeted capital structure.  To the extent that operating cash flows are insufficient to support planned investments, System Energy may issue incremental debt or reduce dividends, or both, to maintain its targeted capital structure.


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Uses of Capital

System Energy requires capital resources for:

construction and other capital investments;
debt maturities or retirements;
working capital purposes, including the financing of fuel costs; and
dividend, distribution, and interest payments.

Following are the amounts of System Energy’s planned construction and other capital investments.
2017 2018 20192019 2020 2021
(In Millions)(In Millions)
Planned construction and capital investment:          
Generation
$90
 
$165
 
$165

$145
 
$170
 
$65
Other10
 10
 10
Utility Support10
 10
 10
Total
$100
 
$175
 
$175

$155
 
$180
 
$75

Following are the amounts of System Energy’s existing debt and lease obligations (includes estimated interest payments) and other purchase obligations.
2017 2018-2019 2020-2021 After 2021 Total2019 2020-2021 2022-2023 After 2023 Total
(In Millions)(In Millions)
Long-term debt (a)
$89
 
$158
 
$71
 
$656
 
$974

$43
 
$295
 
$433
 
$223
 
$994
Purchase obligations (b)
$13
 
$37
 
$33
 
$33
 
$116

$11
 
$39
 
$34
 
$—
 
$84

(a)Includes estimated interest payments.  Long-term debt is discussed in Note 5 to the financial statements.
(b)Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For System Energy, it includes nuclear fuel purchase obligations.

In addition to the contractual obligations given above, System Energy expects to contribute approximately $18.1$8.3 million to its qualified pension plans and approximately $690$20 thousand to other postretirement health care and life insurance plans in 2017,2019, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019. See “Critical Accounting Estimates – Qualified Pension and Other Postretirement Benefits” below for a discussion of qualified pension and other postretirement benefits funding.

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Also in addition to the contractual obligations, System Energy has $382.3$425.3 million of unrecognized tax benefits and interest net of unused tax attributes and payments for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions.  See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

In addition to routine spending to maintain operations, the planned capital investment estimate includes specific Grand Gulf investments and initiatives such as the nuclear fleet operational excellence initiative, as discussed below in “Nuclear Matters,” and plant improvements.initiatives.

As a wholly-owned subsidiary, System Energy dividends its earnings to Entergy Corporation at a percentage determined monthly.  


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Sources of Capital

System Energy’s sources to meet its capital requirements include:

internally generated funds;
cash on hand;
debt issuances; and
bank financing under new or existing facilities.

System Energy may refinance, redeem, or otherwise retire debt prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common stock issuances by System Energy require prior regulatory approval.  Debt issuances are also subject to issuance tests set forth in its bond indenturesindenture and other agreements.  System Energy has sufficient capacity under these tests to meet its foreseeable capital needs.

System Energy’s receivables from the money pool were as follows as of December 31 for each of the following years.
2016 2015 2014 2013
(In Thousands)
$33,809 $39,926 $2,373 $9,223
2018 2017 2016 2015
(In Thousands)
$107,122 $111,667 $33,809 $39,926

See Note 4 to the financial statements for a description of the money pool.

The System Energy nuclear fuel company variable interest entity has a credit facility in the amount of $120 million scheduled to expire in May 2019.September 2021. As of December 31, 2016, $66.92018, $113.9 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued bywere outstanding under the System Energy nuclear fuel company variable interest entity.entity credit facility. See Note 4 to the financial statements for additional discussion of the variable interest entity credit facility.

System Energy obtained authorizations from the FERC through October 2017November 2020 for the following:

short-term borrowings not to exceed an aggregate amount of $200 million at any time outstanding;
long-term borrowings and security issuances; and
long-term borrowings by its nuclear fuel company variable interest entity.

See Note 4 to the financial statements for further discussion of System Energy’s short-term borrowing limits.



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Federal Regulation

See the “Rate, Cost-recovery, and Other Regulation – Federal Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis and Note 2 to the financial statements for a discussion of federal regulation.

ComplaintComplaints Against System Energy

Return on Equity Complaints

In January 2017 the APSC and MPSC filed a complaint with the FERC against System Energy. The complaint seeks a reduction in the return on equity component of the Unit Power Sales Agreement pursuant to which System Energy sells its Grand Gulf capacity and energy to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and

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Entergy New Orleans. Entergy Arkansas also sells some of its Grand Gulf capacity and energy to Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under separate agreements. The current return on equity under the Unit Power Sales Agreement is 10.94%. , which was established in a rate proceeding that became final in July 2001.

The APSC and MPSC complaint alleges that the return on equity is unjust and unreasonable because current capital market and other considerations indicate that it is excessive. The complaint requests the FERC to institute proceedings to investigate the return on equity and establish a lower return on equity, and also requests that the FERC establish January 23, 2017 as a refund effective date. The complaint includes return on equity analysis that purports to establish that the range of reasonable return on equity for System Energy is between 8.37% and 8.67%. System Energy answered the complaint in February 2017 and disputes that a return on equity of 8.37% to 8.67% is just and reasonable. ActionThe LPSC and the City Council intervened in the proceeding expressing support for the complaint. System Energy is recording a provision against revenue for the potential outcome of this proceeding. In September 2017 the FERC established a refund effective date of January 23, 2017, consolidated the return on equity complaint with the proceeding described in Unit Power Sales Agreement below, and directed the parties to engage in settlement proceedings before an ALJ. The parties have been unable to settle the return on equity issue and a FERC hearing judge was assigned in July 2018. The 15-month refund effective date in connection with the APSC/MPSC complaint expired on April 23, 2018.

In April 2018 the LPSC filed a complaint with the FERC against System Energy seeking an additional 15-month refund period.  The LPSC complaint requests similar relief from the FERC with respect to System Energy’s return on equity and also requests the FERC to investigate System Energy’s capital structure.  The APSC, MPSC, and City Council intervened in the proceeding, filed an answer expressing support for the complaint, and asked the FERC to consolidate this proceeding with the proceeding initiated by the complaint of the APSC and MPSC in January 2017. System Energy answered the LPSC complaint in May 2018 and also filed a motion to dismiss the complaint. In July 2018 the LPSC answered System Energy’s motion to dismiss.

In August 2018 the FERC issued an order dismissing the LPSC’s request to investigate System Energy’s capital structure and setting for hearing System Energy’s return on equity, with a refund effective date of April 2018. The portion of the LPSC’s complaint dealing with return on equity was subsequently consolidated with the APSC and MPSC complaint for hearing. The consolidated hearing has been scheduled for September 2019, and the parties are required to address an order (issued in a separate proceeding for New England transmission owners) that proposed modifying the FERC’s standard methodology for determining return on equity. In September 2018, System Energy filed a request for rehearing and the LPSC filed a request for rehearing or reconsideration of the FERC’s August 2018 order. The LPSC’s request referenced an amended complaint that it filed on the same day raising the same capital structure claim the FERC had earlier dismissed. The FERC initiated a new proceeding for the amended complaint, and System Energy submitted a response to the amended complaint in October 2018. In January 2019 the FERC set the amended complaint for settlement and hearing proceedings.

Grand Gulf Sale-leaseback Renewal Complaint

In May 2018 the LPSC filed a complaint against System Energy and Entergy Services related to System Energy’s renewal in 2015 of a sale-leaseback transaction originally entered into in December 1988 for an 11.5% undivided interest in Grand Gulf Unit 1. The complaint alleges that System Energy violated the filed rate and the FERC’s ratemaking and accounting requirements when it included in Unit Power Sales Agreement billings the cost of capital additions associated with the sale-leaseback interest, and that System Energy is pending.double-recovering costs by including both the lease payments and the capital additions in Unit Power Sales Agreement billings. The complaint also claims that System Energy was imprudent in entering into the sale-leaseback renewal because the Utility operating companies that purchase Grand Gulf’s output from System Energy could have obtained cheaper capacity and energy in the MISO markets. The complaint further alleges that System Energy violated various other reporting and accounting requirements and should have sought prior FERC approval of the lease renewal. The complaint seeks various forms of relief from the FERC. The complaint seeks refunds for capital addition costs for all years in which they were recorded in allegedly non-formula accounts or, alternatively, the disallowance of the return on equity for the capital

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additions in those years plus interest. The complaint also asks that the FERC disallow and refund the lease costs of the sale-leaseback renewal on grounds of imprudence, investigate System Energy’s treatment of a DOE litigation payment, and impose certain forward-looking procedural protections, including audit rights for retail regulators of the Unit Power Sales Agreement formula rates. The APSC, MPSC, and City Council intervened in the proceeding.

In June 2018, System Energy and Entergy Services filed a motion to dismiss and an answer to the LPSC complaint denying that System Energy’s treatment of the sale-leaseback renewal and capital additions violated the terms of the filed rate or any other FERC ratemaking, accounting, or legal requirements or otherwise constituted double recovery. The response also argued that the complaint is inconsistent with a FERC-approved settlement to which the LPSC is a party and that explicitly authorizes System Energy to recover its lease payments. Finally, the response argued that both the capital additions and the sale-leaseback renewal were prudent investments and the LPSC complaint fails to justify any disallowance or refunds. The response also offered to submit formula rate protocols for the Unit Power Sales Agreement similar to the procedures used for reviewing transmission rates under the MISO tariff. In September 2018 the FERC issued an order setting the complaint for hearing and settlement proceedings. The FERC established a refund effective date of May 2018. The hearing has been scheduled for November 2019.

Unit Power Sales Agreement

In August 2017, System Energy submitted to the FERC proposed amendments to the Unit Power Sales Agreement pursuant to which System Energy sells its Grand Gulf capacity and energy to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. The filing proposes limited amendments to the Unit Power Sales Agreement to adopt (1) updated rates for use in calculating Grand Gulf plant depreciation and amortization expenses and (2) updated nuclear decommissioning cost annual revenue requirements, both of which are recovered through the Unit Power Sales Agreement rate formula. The proposed amendments would result in lower charges to the Utility operating companies that buy capacity and energy from System Energy under the Unit Power Sales Agreement. The proposed changes are based on updated depreciation and nuclear decommissioning studies that take into account the renewal of Grand Gulf’s operating license for a term through November 1, 2044. System Energy requested that the FERC accept the amendments effective October 1, 2017.

In September 2017 the FERC accepted System Energy’s proposed Unit Power Sales Agreement amendments, subject to further proceedings to consider the justness and reasonableness of the amendments. Because the amendments propose a rate decrease, the FERC also initiated an investigation under Section 206 of the Federal Power Act to determine if the rate decrease should be lower than proposed. The FERC accepted the proposed amendments effective October 1, 2017, subject to refund pending the outcome of the further settlement and/or hearing proceedings, and established a refund effective date of October 11, 2017 with respect to the rate decrease. The FERC also consolidated the Unit Power Sales Agreement amendment proceeding with the proceeding described in “Return on Equity Complaints” above, and directed the parties to engage in settlement proceedings before an ALJ. In June 2018, System Energy filed with the FERC an uncontested settlement relating to the updated depreciation rates and nuclear decommissioning cost annual revenue requirements. In August 2018 the FERC issued an order accepting the settlement. In the third quarter 2018, System Energy recorded a reduction in depreciation expense of approximately $26 million, representing the cumulative difference in depreciation expense resulting from the depreciation rates used from October 11, 2017 through September 30, 2018 and the depreciation rates included in the settlement filing accepted by the FERC.

Nuclear Matters

System Energy owns and, through an affiliate, operates Grand Gulf.  System Energy is, therefore, subject to the risks related to owning and operating a nuclear plant.  These include risks fromrelated to: the use, storage, and handling and disposal of high-level and low-level radioactive materials; the substantial financial requirements, both for capital investments and operational needs, to position Entergy’s nuclear fleet to meet its operational goals, including the financial requirements to address emerging issues like stress corrosion cracking of certain materials within the plant systems and the Fukushima event; regulatory requirementrequirements and potential future regulatory changes, including changes resulting from events at other plants,affecting the regulations governing nuclear plant ownership, operations, license renewal and amendments, and

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decommissioning; the performance and capacity factors of these nuclear plants; the availability of interim or permanent sites for the disposal of spent nuclear fuel and nuclear waste, including the fees charged for such disposal; the sufficiency of nuclear decommissioning trust fund assets and earnings to complete decommissioning of each site when required; and limitations on the amounts and types of insurance commercially available for losses in connection with nuclear plant operations and technological and financial uncertainties related to decommissioningcatastrophic events such as a nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts.accident. In the event of an unanticipated early shutdown of Grand Gulf, System Energy may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.  In December 2016, the NRC granted the extension of Grand Gulf’s operating license toexpires in 2044.
 
In 2016, Entergy conducted a comprehensive evaluation of the Entergy nuclear fleet and determined that it is necessary to increase investments in its nuclear plants to position the fleet to meet its operational goals. These investments will result in increased operating and capital costs associated with operating Entergy’s nuclear plants going forward. The preliminary estimates of the increase to planned capital costs for 2017 through 2019 identified through and associated with this initiative are estimated to be $265 million for System Energy. The current estimates of the capital costs identified through this initiative are included in System Energy’s capital investment plan preliminary estimate for 2017 through 2019 given in “Liquidity and Capital Resources - Uses of Capital” above. The increase to planned other operation and maintenance expenses identified through and associated with this initiative is preliminarily estimated to be approximately $35 million in 2017 for System Energy, with a similar level of expenses expected to continue going forward. In addition, nuclear refueling outage expenses are expected to increase going forward.
The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials within the plant systems.  The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies.  Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.


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Grand Gulf Outage and NRC review

Grand Gulf began a maintenance outage on September 8, 2016 to replace a residual heat removal pump. Although the pump had been replaced, on September 27, 2016 management decided to keep the plant in an outage for additional training and other steps to support management’s operational goals. Grand Gulf returned to service on January 31, 2017.

Based on the plant’s recent performance indicators, in November 2016 the NRC placed Grand Gulf in the “regulatory response column,” or Column 2, of its Reactor Oversight Process Action Matrix. Additionally, in October 2016In August 2018 the NRC commenced a special inspection to investigate the circumstances surrounding the unplanned unavailability of an alternate heat removal system during the September 2016 replacement of the heat removal pump and to evaluate the licensee’s actions to address the causes of the event. Depending upon the findings of the NRC and the plant’s performance indicators, there is risk that the NRC could movemoved Grand Gulf into the “degraded cornerstone“licensee response column,” or Column 3,1, of the NRC’s Reactor Oversight Process Action Matrix. This action followed NRC inspections to review Grand Gulf’s performance in addressing issues that had previously resulted in classification in Column 2. Based on performance indicator data for the third quarter 2018, Grand Gulf moved back to Column 2 due to a reduction in power to address an operational issue with a plant system that resulted in the threshold for one of the NRC’s performance indicators being exceeded.

Environmental Risks

System Energy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.  Management believes that System Energy is in substantial compliance with environmental regulations currently applicable to its facilities and operations.operations, with reference to possible exceptions noted in “Regulation of Entergy’s Business - Environmental Regulation” in Part I, Item 1.  Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

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

See “Nuclear Decommissioning Costs” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates inherent in accounting for nuclear decommissioning costs.

In the fourth quarter 2015, System Energy recorded a revision to its estimated decommissioning cost liability for Grand Gulf as a result of a revised decommissioning cost study.  The revised estimate resulted in a $2.5 million reduction in its decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

Utility Regulatory Accounting

See “Utility Regulatory Accounting” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of accounting for the effects of rate regulation.

Impairment of Long-lived Assets and Trust Fund Investments

See “Impairment of Long-lived Assets and Trust Fund Investments” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the estimates associated with the impairment of long-lived assets and trust fund investments.

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Taxation and Uncertain Tax Positions

See “Taxation and Uncertain Tax Positions” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.

Qualified Pension and Other Postretirement Benefits

System Energy’s qualified pension and other postretirement reported costs, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms.  See the “Qualified Pension and Other Postretirement Benefits” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion.  Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy’s estimate of these costs is a critical accounting estimate.

Cost Sensitivity

The following chart reflects the sensitivity of qualified pension cost and qualified projected benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Qualified Pension Cost Impact on 2016 Projected Qualified Benefit Obligation Change in Assumption Impact on 2019 Qualified Pension Cost Impact on 2018 Projected Qualified Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $884 
$11,222
 (0.25%) $705 $9,814
Rate of return on plan assets (0.25%) $620 $-
 (0.25%) $646 $—
Rate of increase in compensation 0.25% $327 
$1,772
 0.25% $331 $1,472

The following chart reflects the sensitivity of postretirement benefit cost and accumulated postretirement benefit obligation to changes in certain actuarial assumptions (dollars in thousands).
Actuarial Assumption Change in Assumption Impact on 2017 Postretirement Benefit Cost Impact on 2016 Accumulated Postretirement Benefit Obligation Change in Assumption Impact on 2019 Postretirement Benefit Cost Impact on 2018 Accumulated Postretirement Benefit Obligation
   Increase/(Decrease)     Increase/(Decrease)  
Discount rate (0.25%) $173 $2,082 (0.25%) $125 $1,543
Health care cost trend 0.25% $277 $1,841 0.25% $195 $1,318

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

Costs and Funding

Total qualified pension cost for System Energy in 20162018 was $10.8$14.9 million.  System Energy anticipates 20172019 qualified pension cost to be $11.7 million.  In 2016, System refined its approach to estimating the service cost and interest cost components of qualified pension costs, which had the effect of lowering qualified pension costs by $2.8$12.3 million.  System Energy contributed $20.5$13.8 million to its pension plans in 20162018 and estimates 20172019 pension contributions will approximate $18.1$8.3 million, although the 20172019 required pension contributions will be known with more certainty when the January 1, 20172019 valuations are completed, which is expected by April 1, 2017.2019.

Total postretirement health care and life insurance benefit income for System Energy in 20162018 was $224$490 thousand. System Energy expects 20172019 postretirement health care and life insurance benefit cost to approximate $692$1.7

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thousand.  In 2016, System Energy refined its approach to estimating the service cost and interest cost components of other postretirement costs, which had the effect of lowering qualified other postretirement costs by $555 thousand.million. System Energy contributed $330$569 thousand to its other postretirement plans in 20162018 and expects 20172019 contributions to approximate $690$20 thousand.

The retirement and mortality rate assumptions are reviewed every three-to-five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans.  The 2014 actuarial study reviewed plan experience from 2010 through 2013.  As a result of the 2014 actuarial study and the issuance of new mortality tables in October 2014 by the Society of Actuaries, changes were made to reflect modified demographic pattern expectations as well as longer life expectancies.  These changes are reflected in the December 31, 2014 financial disclosures. Adoption of the new mortality assumptions for 2015 resulted in an increase at December 31, 2014 of $17.7 million in the qualified pension benefit obligation and $3.1 million in the accumulated postretirement obligation. The new mortality assumptions increasedanticipated 2015 qualified pension cost by approximately $2.7 million and other postretirement cost by approximately $0.4 million. In 2016, the mortality projection scale was updated to MP-2016, with no change in the base mortality table assumption.

Federal Healthcare Legislation

See “Qualified Pension and Other Postretirement Benefits - Federal Healthcare Legislation” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of Federal Healthcare Legislation.

Other Contingencies

See “Other Contingencies” in the “Critical Accounting Estimates” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the estimates associated with environmental, litigation, and other risks.

New Accounting Pronouncements

See “New Accounting Pronouncements” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.Note 1 to the financial statements for a discussion of new accounting pronouncements.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholder and Board of Directors and Shareholder of
System Energy Resources, Inc.
Jackson, Mississippi

Opinion on the Financial Statements

We have audited the accompanying balance sheets of System Energy Resources, Inc. (the “Company”) as of December 31, 20162018 and 2015, and2017, the related income statements, statements of income, cash flows, and statements of changes in common equity (pages 436438 through 440442 and applicable items in pages 5953 through 232)237), for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of System Energy Resources, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


We have served as the Company’s auditor since 2001.


SYSTEM ENERGY RESOURCES, INC.INCOME STATEMENTS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
            
OPERATING REVENUES            
Electric 
$548,291
 
$632,405
 
$664,364
 
$456,707
 
$633,458
 
$548,291
            
OPERATING EXPENSES  
  
  
  
  
  
Operation and Maintenance:  
  
  
  
  
  
Fuel, fuel-related expenses, and gas purchased for resale 27,416
 89,598
 84,658
 64,778
 71,700
 27,416
Nuclear refueling outage expenses 19,512
 21,654
 23,309
 20,715
 17,968
 19,512
Other operation and maintenance 153,064
 156,552
 156,502
 196,505
 207,344
 147,976
Decommissioning 50,797
 47,993
 41,835
 34,336
 43,347
 50,797
Taxes other than income taxes 25,195
 27,281
 25,160
 28,090
 26,180
 25,195
Depreciation and amortization 136,195
 143,133
 142,583
 97,527
 137,767
 136,195
Other regulatory credits - net (45,041) (39,434) (30,799) (28,924) (37,831) (45,041)
TOTAL 367,138
 446,777
 443,248
 413,027
 466,475
 362,050
            
OPERATING INCOME 181,153
 185,628
 221,116
 43,680
 166,983
 186,241
            
OTHER INCOME  
  
  
  
  
  
Allowance for equity funds used during construction 7,944
 8,494
 5,069
 8,750
 6,345
 7,944
Interest and investment income 14,793
 14,437
 11,037
 35,985
 17,538
 14,793
Miscellaneous - net (556) (876) (529) (5,775) (6,711) (5,644)
TOTAL 22,181
 22,055
 15,577
 38,960
 17,172
 17,093
            
INTEREST EXPENSE  
  
  
  
  
  
Interest expense 37,529
 45,532
 58,384
 38,424
 37,141
 37,529
Allowance for borrowed funds used during construction (2,000) (2,244) (1,335) (2,218) (1,551) (2,000)
TOTAL 35,529
 43,288
 57,049
 36,206
 35,590
 35,529
            
INCOME BEFORE INCOME TAXES 167,805
 164,395
 179,644
 46,434
 148,565
 167,805
            
Income taxes 71,061
 53,077
 83,310
 (47,675) 69,969
 71,061
            
NET INCOME 
$96,744
 
$111,318
 
$96,334
 
$94,109
 
$78,596
 
$96,744
            
See Notes to Financial Statements.  
  
  
  
  
  


SYSTEM ENERGY RESOURCES, INC.STATEMENTS OF CASH FLOWS
    
 For the Years Ended December 31, For the Years Ended December 31,
 2016 2015 2014 2018 2017 2016
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES            
Net income 
$96,744
 
$111,318
 
$96,334
 
$94,109
 
$78,596
 
$96,744
Adjustments to reconcile net income to net cash flow provided by operating activities:            
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 224,879
 270,514
 254,199
 186,719
 240,962
 224,879
Deferred income taxes, investment tax credits, and non-current taxes accrued 99,531
 200,797
 79,835
 24,040
 7,827
 99,531
Changes in assets and liabilities:  
  
  
  
  
  
Receivables (15,846) 5,879
 37,345
 18,169
 9,210
 (15,846)
Accounts payable 2,720
 (352) (6,372) (7,067) 15,969
 2,720
Prepaid taxes and taxes accrued (6,555) (32,594) 12,146
 (51,999) 62,466
 (6,555)
Interest accrued (134) (19,013) 21,371
 (94) (660) (134)
Other working capital accounts (15,470) 13,576
 (11,688) (45,415) 12,083
 (15,470)
Other regulatory assets (58,279) (4,565) (64,262) (2,044) 60,012
 (58,279)
Other regulatory liabilities (156,802) 331,251
 33,438
Deferred tax rate change recognized as regulatory liability/asset 
 (325,707) 
Pension and other postretirement liabilities 5,586
 (16,888) 49,741
 (23,235) 4,024
 5,586
Other assets and liabilities 8,763
 (26,136) (40,384) 64,947
 (124,755) (24,675)
Net cash flow provided by operating activities 341,939
 502,536
 428,265
 101,328
 371,278
 341,939
INVESTING ACTIVITIES  
  
  
  
  
  
Construction expenditures (88,037) (70,358) (63,774) (194,696) (91,705) (88,037)
Allowance for equity funds used during construction 7,944
 8,494
 5,069
 8,750
 6,345
 7,944
Nuclear fuel purchases (151,068) (64,977) (181,209) (125,272) (49,728) (151,068)
Proceeds from the sale of nuclear fuel 11,467
 57,681
 61,076
 30,634
 69,516
 11,467
Proceeds from nuclear decommissioning trust fund sales 499,252
 390,371
 392,872
 573,561
 565,416
 499,252
Investment in nuclear decommissioning trust funds (534,083) (421,220) (424,814) (583,683) (596,236) (534,083)
Changes in money pool receivable - net 6,117
 (37,553) 6,850
 4,545
 (77,858) 6,117
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 15,806
 
 
 
 
 15,806
Net cash flow used in investing activities (232,602) (137,562) (203,930) (286,161) (174,250) (232,602)
FINANCING ACTIVITIES  
  
  
  
  
  
Proceeds from the issuance of long-term debt 741,785
 150,100
 
Retirement of long-term debt (22,002) (136,310) (46,743) (662,904) (150,103) (22,002)
Changes in credit borrowings - net 66,893
 (20,404) 20,404
Changes in short-term credit borrowings - net (17,830) (49,063) 66,893
Common stock dividends and distributions (139,000) (200,750) (101,930) (67,720) (106,610) (139,000)
Other (26) (28) (29) 
 (28) (26)
Net cash flow used in financing activities (94,135) (357,492) (128,298) (6,669) (155,704) (94,135)
Net increase in cash and cash equivalents 15,202
 7,482
 96,037
Net increase (decrease) in cash and cash equivalents (191,502) 41,324
 15,202
Cash and cash equivalents at beginning of period 230,661
 223,179
 127,142
 287,187
 245,863
 230,661
Cash and cash equivalents at end of period 
$245,863
 
$230,661
 
$223,179
 
$95,685
 
$287,187
 
$245,863
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
  
  
  
  
  
Cash paid (received) during the period for:  
  
  
  
  
  
Interest - net of amount capitalized 
$36,152
 
$47,864
 
$27,834
 
$17,183
 
$26,251
 
$36,152
Income taxes 
($23,565) 
($114,092) 
($10,065) 
$53,956
 
($2,227) 
($23,565)
See Notes to Financial Statements.  
  
  
  
  
  

SYSTEM ENERGY RESOURCES, INC.BALANCE SHEETSASSETS
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$786
 
$8,681
 
$68
 
$78
Temporary cash investments 245,077
 221,980
 95,617
 287,109
Total cash and cash equivalents 245,863
 230,661
 95,685
 287,187
Accounts receivable:  
  
  
  
Associated companies 104,390
 93,724
 148,571
 170,149
Other 3,637
 4,574
 5,390
 6,526
Total accounts receivable 108,027
 98,298
 153,961
 176,675
Materials and supplies - at average cost 82,469
 87,366
 97,225
 88,424
Deferred nuclear refueling outage costs 24,729
 5,605
 44,424
 7,908
Prepaid taxes 5,415
 
Prepayments and other 20,111
 11,282
 2,985
 2,489
TOTAL 481,199
 433,212
 399,695
 562,683
        
OTHER PROPERTY AND INVESTMENTS  
  
  
  
Decommissioning trust funds 780,496
 701,460
 869,543
 905,686
TOTAL 780,496
 701,460
 869,543
 905,686
        
UTILITY PLANT  
  
  
  
Electric 4,331,668
 4,253,949
 4,433,346
 4,327,849
Property under capital lease 585,084
 575,027
 602,770
 588,281
Construction work in progress 43,888
 92,546
 70,156
 69,937
Nuclear fuel 259,635
 183,706
 234,889
 207,513
TOTAL UTILITY PLANT 5,220,275
 5,105,228
 5,341,161
 5,193,580
Less - accumulated depreciation and amortization 3,063,249
 2,961,842
 3,212,080
 3,175,018
UTILITY PLANT - NET 2,157,026
 2,143,386
 2,129,081
 2,018,562
        
DEFERRED DEBITS AND OTHER ASSETS  
  
  
  
Regulatory assets:  
  
  
  
Regulatory asset for income taxes - net 93,127
 98,230
Other regulatory assets 411,212
 347,830
 446,371
 444,327
Other 4,652
 4,757
 4,124
 7,629
TOTAL 508,991
 450,817
 450,495
 451,956
        
TOTAL ASSETS 
$3,927,712
 
$3,728,875
 
$3,848,814
 
$3,938,887
        
See Notes to Financial Statements.  
  
  
  

SYSTEM ENERGY RESOURCES, INC.BALANCE SHEETSLIABILITIES AND EQUITY
    
 December 31, December 31,
 2016 2015 2018 2017
 (In Thousands) (In Thousands)
        
CURRENT LIABILITIES        
Currently maturing long-term debt 
$50,003
 
$2
 
$6
 
$85,004
Short-term borrowings 66,893
 
 
 17,830
Accounts payable:  
  
  
  
Associated companies 5,843
 7,391
 11,031
 16,878
Other 50,558
 34,010
 47,565
 62,868
Taxes accrued 
 46,584
Interest accrued 14,049
 14,183
 13,295
 13,389
Current portion of unprotected excess accumulated deferred income taxes 4,426
 
Other 2,957
 1,926
 2,832
 2,434
TOTAL 190,303
 57,512
 79,155
 244,987
        
NON-CURRENT LIABILITIES  
  
  
  
Accumulated deferred income taxes and taxes accrued 1,112,865
 1,019,075
 805,296
 776,420
Accumulated deferred investment tax credits 41,663
 45,451
 38,673
 39,406
Regulatory liability for income taxes - net 158,998
 246,122
Other regulatory liabilities 370,862
 337,424
 381,887
 455,991
Decommissioning 854,202
 803,405
 896,000
 861,664
Pension and other postretirement liabilities 117,850
 112,264
 98,639
 121,874
Long-term debt 501,129
 572,665
 630,744
 466,484
Other 15
 
 22,224
 15,130
TOTAL 2,998,586
 2,890,284
 3,032,461
 2,983,091
        
Commitments and Contingencies 

 

 

 

        
COMMON EQUITY  
  
  
  
Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 2016 and 2015 679,350
 719,350
Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 2018 and 2017 601,850
 658,350
Retained earnings 59,473
 61,729
 135,348
 52,459
TOTAL 738,823
 781,079
 737,198
 710,809
        
TOTAL LIABILITIES AND EQUITY 
$3,927,712
 
$3,728,875
 
$3,848,814
 
$3,938,887
        
See Notes to Financial Statements.  
  
  
  


SYSTEM ENERGY RESOURCES, INC.STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
      
Common Equity  Common Equity  
Common Stock Retained Earnings TotalCommon Stock Retained Earnings Total
(In Thousands)(In Thousands)
          
Balance at December 31, 2013
$789,350
 
$86,757
 
$876,107
Net income
 96,334
 96,334
Common stock dividends
 (101,930) (101,930)
Balance at December 31, 2014
$789,350
 
$81,161
 
$870,511
Net income
 111,318
 111,318
Common stock dividends and distributions(70,000) (130,750) (200,750)
Balance at December 31, 2015
$719,350
 
$61,729
 
$781,079

$719,350
 
$61,729
 
$781,079
Net income
 96,744
 96,744

 96,744
 96,744
Common stock dividends and distributions(40,000) (99,000) (139,000)(40,000) (99,000) (139,000)
Balance at December 31, 2016
$679,350
 
$59,473
 
$738,823

$679,350
 
$59,473
 
$738,823
Net income
 78,596
 78,596
Common stock dividends and distributions(21,000) (85,610) (106,610)
Balance at December 31, 2017
$658,350
 
$52,459
 
$710,809
Net income
 94,109
 94,109
Common stock dividends and distributions(56,500) (11,220) (67,720)
Balance at December 31, 2018
$601,850
 
$135,348
 
$737,198
          
See Notes to Financial Statements. 
  
  
 
  
  


SYSTEM ENERGY RESOURCES, INC.SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                  
2016 2015 2014 2013 20122018 2017 2016 2015 2014
(Dollars In Thousands)(Dollars In Thousands)
                  
Operating revenues
$548,291
 
$632,405
 
$664,364
 
$735,089
 
$622,118

$456,707
 
$633,458
 
$548,291
 
$632,405
 
$664,364
Net income
$96,744
 
$111,318
 
$96,334
 
$113,664
 
$111,866

$94,109
 
$78,596
 
$96,744
 
$111,318
 
$96,334
Total assets
$3,927,712
 
$3,728,875
 
$3,826,193
 
$3,537,414
 
$3,614,610

$3,848,814
 
$3,938,887
 
$3,927,712
 
$3,728,875
 
$3,826,193
Long-term obligations (a)
$501,129
 
$572,665
 
$630,603
 
$702,273
 
$663,039

$630,744
 
$466,484
 
$501,129
 
$572,665
 
$630,603
Electric energy sales (GWh)5,384
 10,547
 9,219
 9,794
 6,602
6,264
 6,675
 5,384
 10,547
 9,219
                  
(a) Includes long-term debt (excluding currently maturing debt).


Item 2.   Properties

Information regarding the registrant’s properties is included in Part I. Item 1. - Entergy’s Business under the sections titled “Utility - Property and Other Generation Resources” and “Entergy Wholesale Commodities - Property” in this report.

Item 3.   Legal Proceedings

Details of the registrant’s material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of 20162018 are discussed in Part I. Item 1. - Entergy’s Business under the sections titled “Retail Rate Regulation,” “Environmental Regulation,” and “Litigation” and “Impairment of Long-lived Assets” in Note 14 to the financial statements.

Item 4.   Mine Safety Disclosures

Not applicable.

EXECUTIVE OFFICERS OF ENTERGY CORPORATION

Executive Officers
Name Age Position Period
Leo P. Denault (a) 5759 Chairman of the Board and Chief Executive Officer of Entergy Corporation 2013-Present
    Executive Vice President and Chief Financial Officer of Entergy Corporation2004-2013
   Director of Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and System Energy2004-2013
Director of Entergy Texas2007-2013
Director of Entergy New Orleans2011-2013
William M. Mohl (a)57President, Entergy Wholesale Commodities2013-Present
President and Chief Executive Officer of Entergy Gulf States Louisiana and Entergy Louisiana2010-2013
Director of Entergy Gulf States Louisiana and Entergy Louisiana2010-2013
Vice President, System Planning of Entergy Services, Inc.2007-2010
Theodore H. Bunting, Jr. (a)58Group President Utility Operations of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy Texas2012-Present
President, Chief Executive Officer, and Director of System Energy2014-Present
Director of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas2012-Present
Senior Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy2007-2012

NameAgePositionPeriod
A. Christopher Bakken, III (a) 5557 Executive Vice President and Chief Nuclear Officer of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy 2016-Present
    Project Director, Hinkley Point C of EDF Energy 2009-2016
       
Marcus V. Brown (a) 5557 Executive Vice President and General Counsel of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy 2013-Present
    Senior Vice President and General Counsel of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy2012-2013
Vice President and Deputy General Counsel of Entergy Services, Inc.2009-2012
Associate General Counsel of Entergy Services, Inc.2007-2009
   
Andrew S. Marsh (a) 4547 Executive Vice President and Chief Financial Officer of Entergy Corporation 2013-Present
    Director of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy 2013-Present
    Chief Financial Officer of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy 2014-Present

Name Age VicePositionPeriod
Roderick K. West (a)50Group President System PlanningUtility Operations of Entergy Services, Inc.Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas 2010-20132017-Present
    Vice President, PlanningChief Executive Officer, and Financial CommunicationsDirector of Entergy Services, Inc.System Energy 2007-20102017-Present
    Director of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy2017-Present
   
Roderick K. West (a)President and Chief Executive Officer of Entergy New Orleans 482018
 Executive Vice President of Entergy Corporation 2010-Present2010-2017
    Chief Administrative Officer of Entergy Corporation 2010-2016
    President and Chief Executive Officer of Entergy New Orleans2007-2010
Director of Entergy New Orleans2005-2011
   
Paul D. Hinnenkamp (a) 5557 SeniorExecutive Vice President and Chief Operating Officer of Entergy Corporation 2015-Present2017-Present
    Director of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas 2015-Present
Senior Vice President and Chief Operating Officer of Entergy Corporation2015-2017
    Senior Vice President, Capital Project Management and Technology of Entergy Services, Inc. 2015
    Vice President, Capital Project Management and Technology of Entergy Services, Inc. 2013-2015
    Vice President of Fossil Generation Development and Support of Entergy Services, Inc. 2010-2013

NameAgePositionPeriod
Alyson M. Mount (a) 4648 Senior Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy 2012-Present
    Vice President Corporate Controller of Entergy Services, Inc. 2010-2012
Peter S. Norgeot, Jr. (a)53Senior Vice President, Transformation of Entergy Corporation2018-Present
    Director, Corporate Reporting and Accounting PolicySenior Vice President, Power Generation of Entergy Services Inc. 2002-2010
Andrea Coughlin Rowley (a)51Senior Vice President, Human Resources of Entergy Corporation2016-Present
President and Chief Executive Officer of Advance/Evolve LLC2013-20162017-2018
    Vice President, Human ResourcesFossil Generation of Dover CorporationEntergy Services 2012-20132015-2017
Vice President, Power Plant Operations, Steam of Entergy Services2014-2015
       
Donald W. Vinci (a) 5860 Executive Vice President and Chief Administrative Officer of Entergy Corporation 2016-Present
    Senior Vice President, Human Resources and Chief Diversity Officer of Entergy Corporation 2013-2016
Vice President, Human Capital Management of Entergy Services, Inc.2013
Vice President, Gas Distribution Business of Entergy Services, Inc.2010-2013
Vice President, Business Development of Entergy Services, Inc.2008-2010

(a)In addition, this officer is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.

Each officer of Entergy Corporation is elected yearly by the Board of Directors. Each officer’s age and title is provided as of December 31, 2016.2018.


PART II

Item 5.  Market for Registrants’ Common Equity and Related Stockholder Matters

Entergy Corporation

The shares of Entergy Corporation’s common stock are listed on the New York Stock and Chicago Stock Exchanges under the ticker symbol ETR.

The high and low prices of Entergy Corporation’s common stock for each quarterly period in 2016 and 2015 were as follows:
 2016 2015
 High Low High Low
 (In Dollars)
First79.72 65.38 90.33 73.88
Second81.36 72.67 79.84 69.06
Third82.09 75.99 74.09 61.27
Fourth76.56 66.71 70.67 63.90

Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 2016 and 2015.  Quarterly dividends of $0.83 per share were paid through third quarter 2015. In fourth quarter 2015 and through third quarter 2016, dividends of $0.85 per share were paid. In fourth quarter 2016, dividends of $0.87 per share were paid.

As of January 31, 2017,2019, there were 27,56724,919 stockholders of record of Entergy Corporation.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (1)
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum $ Amount of Shares that May Yet be Purchased Under a Plan (2)
          
10/01/2016-10/2018 - 10/31/20162018 
 
$—
 
 
$350,052,918
11/01/2016-11/2018 - 11/30/20162018 
 
$—
 
 
$350,052,918
12/01/2016-12/2018 - 12/31/20162018 
 
$—
 
 
$350,052,918
Total  
 
$—
 
  

In accordance with Entergy’s stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy’s common stock.  According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market.  Entergy’s management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans.  In 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 2016,2018, Entergy withheld 19,39970,517 shares of its common stock at $68.09$76.83 per share, 36,43943,342 shares of its common stock at $70.58$78.29 per share, and 82,61916,660 shares of its common stock at $71.60$78.51 per share to pay income taxes due upon vesting of restricted stock granted and payout of performance units as part of its long-term incentive program.

(1)See Note 12 to the financial statements for additional discussion of the stock-based compensation plans.
(2)Maximum amount of shares that may yet be repurchased relates only to the $500 million plan 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.

Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy

There is no market for the common stockequity of Entergy Corporation’s wholly owned subsidiaries.  Cash dividends on common stock paid by the Registrant Subsidiaries during 2016 and 2015, were as follows:
 2016 2015
 (In Millions)
Entergy Arkansas
$—
 
$—
Entergy Louisiana
$285.5
 
$226.0
Entergy Mississippi
$24.0
 
$40.0
Entergy New Orleans
$18.7
 
$7.3
Entergy Texas
$—
 
$—
System Energy
$139.0
 
$200.8

Subsidiaries. Information with respect to restrictions that limit the ability of the Registrant Subsidiaries to pay dividends or distributions is presented in Note 7 to the financial statements.


Item 6.    Selected Financial Data

Refer to “SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC.LLC AND SUBSIDIARIES, ENTERGY LOUISIANA, LLC AND SUBSIDIARIES, ENTERGY MISSISSIPPI, INC.,LLC, ENTERGY NEW ORLEANS, INC.LLC AND SUBSIDIARIES, ENTERGY TEXAS, INC. AND SUBSIDIARIES, and SYSTEM ENERGY RESOURCES, INC.” which follow each company’s financial statements in this report, for information with respect to selected financial data and certain operating statistics.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC.LLC AND SUBSIDIARIES, ENTERGY LOUISIANA, LLC AND SUBSIDIARIES, ENTERGY MISSISSIPPI, INC.,LLC, ENTERGY NEW ORLEANS, INC.LLC AND SUBSIDIARIES, ENTERGY TEXAS, INC. AND SUBSIDIARIES, and SYSTEM ENERGY RESOURCES, INC.”

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

Refer to “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES - Market and Credit Risk Sensitive Instruments.”

Item 8.  Financial Statements and Supplementary Data

Refer to “TABLE OF CONTENTS - Entergy Corporation and Subsidiaries, Entergy Arkansas, Inc.,LLC and Subsidiaries, Entergy Louisiana, LLC and Subsidiaries, Entergy Mississippi, Inc.,LLC, Entergy New Orleans, Inc.,LLC and Subsidiaries, Entergy Texas, Inc., and Subsidiaries, and System Energy Resources, Inc.”

Item 9.  Changes In and Disagreements With Accountants On Accounting and Financial Disclosure

No event that would be described in response to this item has occurred with respect to Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, or System Energy.

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2016,2018, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually “Registrant” and collectively the “Registrants”) management, including their respective Principal Executive Officers (PEO) and Principal Financial Officers (PFO).  The evaluations assessed the effectiveness of the Registrants’ disclosure controls and procedures.  Based on the evaluations, each PEO and PFO has concluded that, as to the Registrant or Registrants for which they serve as PEO or PFO, the Registrant’s or Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrant’s or Registrants’ disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant’s or Registrants’ management, including their respective PEOs and PFOs, as appropriate to allow timely decisions regarding required disclosure.


Internal Control over Financial Reporting

(Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The managements of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually “Registrant” and collectively the “Registrants”) are responsible for establishing and maintaining adequate internal control over financial reporting for the Registrants.  Each Registrant’s internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of each Registrant’s financial statements presented in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Each Registrant’s management assessed the effectiveness of each Registrant’s internal control over financial reporting as of December 31, 2016.2018.  In making this assessment, each Registrant’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. The 2013 COSO Framework was utilized for management’s assessment.

Based on each management’s assessment and the criteria set forth by the 2013 COSO Framework, each Registrant’s management believes that each Registrant maintained effective internal control over financial reporting as of December 31, 2016.2018.

The report of Deloitte & Touche LLP, Entergy Corporation’s independent registered public accounting firm, regarding Entergy Corporation’s internal control over financial reporting is included herein. The report of Deloitte & Touche LLP is not applicable to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy because these Registrants are non-accelerated filers.

Changes in Internal Controls over Financial Reporting

Under the supervision and with the participation of each Registrant’s management, including its respective PEO and PFO, each Registrant evaluated changes in internal control over financial reporting that occurred during the quarter ended December 31, 20162018 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Attestation Report of Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors and Shareholders of
Entergy Corporation and Subsidiaries
New Orleans, Louisiana
Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Entergy Corporation and Subsidiaries (the “Corporation”) as of December 31, 2016,2018, based on criteria established in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018 of the Corporation and our report dated February 26, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9A, Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Corporation as of and for the year ended December 31, 2016 and our report dated February 24, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana
February 24, 201726, 2019

PART III

Item 10.  Directors and Executive Officers of the Registrants (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Information required by this item concerning directors of Entergy Corporation is set forth under the heading “Item 1 – Election of Directors” contained in the Proxy Statement of Entergy Corporation, to be filed in connection with its Annual Meeting of Stockholders to be held May 5, 2017,3, 2019, and is incorporated herein by reference.

All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.
Name Age Position Period
ENTERGY ARKANSAS, INC.Entergy Arkansas, LLC
       
Directors      
Richard C. RileyLaura R. Landreaux 5445 President and Chief Executive Officer of Entergy Arkansas 2016-Present2018-Present
    Director of Entergy Arkansas 2016-Present2018-Present
    Group Vice President, Customer Service and OperationsOperational Finance Director of Entergy Arkansas 2015-20162017-2018
    Vice President, TransmissionRegulatory Affairs of Entergy Services, Inc.Arkansas 2010-20152014-2017
       
Theodore H. Bunting, Jr.Paul D. Hinnenkamp   See information under the Entergy Corporation Officers Section in Part I.  
Andrew S. Marsh   See information under the Entergy Corporation Officers Section in Part I.  
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.
Officers
A. Christopher Bakken, IIISee information under the Entergy Corporation Officers Section in Part I.
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Laura R. LandreauxSee information under the Entergy Arkansas Directors Section above.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

ENTERGY LOUISIANA, LLC
Directors
Phillip R. May, Jr.56President and Chief Executive Officer of Entergy Louisiana2013-Present
Director of Entergy Louisiana2013-Present
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.
Officers
A. Christopher Bakken, IIISee information under the Entergy Corporation Officers Section in Part I.
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Phillip R. May, Jr.See information under the Entergy Louisiana Directors Section above.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

ENTERGY MISSISSIPPI, LLC
Directors
Haley R. Fisackerly53President and Chief Executive Officer of Entergy Mississippi2008-Present
Director of Entergy Mississippi2008-Present
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

Officers
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Haley R. FisackerlySee information under the Entergy Mississippi Directors Section above.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

ENTERGY NEW ORLEANS, LLC
Directors
David D. Ellis51President and Chief Executive Officer of Entergy New Orleans2018-Present
Director of Entergy New Orleans2018-Present
President and Chief Executive Officer, Global Power Technologies2018
Managing Director and Chairman of Comverge International, Inc.2010-2017
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

Officers
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
David D. EllisSee information under the Entergy New Orleans Directors Section above.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. West   See information under the Entergy Corporation Officers Section in Part I.  
OfficersENTERGY TEXAS, INC.
Directors    
A. Christopher Bakken, IIISallie T. Rainer See information under the57President and Chief Executive Officer of Entergy Corporation Officers Section in Part I.Texas2012-Present
  
Marcus V. BrownDirector of Entergy Texas See information under the Entergy Corporation Officers Section in Part I.2012-Present
  
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.  
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.  
Paul D. Hinnenkamp See information under the Entergy Corporation Officers Section in Part I.  
Andrew S. Marsh See information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Richard C. RileySee information under the Entergy Arkansas Directors Section above.
Andrea Coughlin RowleySee information under the Entergy Corporation Officers Section in Part I.
Donald W. Vinci See information under the Entergy Corporation Officers Section in Part I.  
Roderick K. West See information under the Entergy Corporation Officers Section in Part I.

ENTERGY LOUISIANA, LLC
Directors
Phillip R. May, Jr.54President and Chief Executive Officer of Entergy Louisiana2013-Present
Director of Entergy Louisiana2013-Present
Vice President, Regulatory Services of Entergy Services, Inc.2002-2013
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Paul D. Hinnenkamp See information under the Entergy Corporation Officers Section in Part I.  
Officers    
A. Christopher Bakken, IIISee information under the Entergy Corporation Officers Section in Part I.  
Marcus V. Brown See information under the Entergy Corporation Officers Section in Part I.
Theodore H. Bunting, Jr. See information under the Entergy Corporation Officers Section in Part I.  
Leo P. Denault See information under the Entergy Corporation Officers Section in Part I.  
Paul D. Hinnenkamp See information under the Entergy Corporation Officers Section in Part I.  
Andrew S. Marsh See information under the Entergy Corporation Officers Section in Part I.
Phillip R. May, Jr.See information under the Entergy Louisiana Directors Section above.
Alyson M. Mount See information under the Entergy Corporation Officers Section in Part I.  
Andrea Coughlin RowleyAlyson M. Mount See information under the Entergy Corporation Officers Section in Part I.  
Sallie T. RainerSee information under the Entergy Texas Directors Section above.
Donald W. Vinci See information under the Entergy Corporation Officers Section in Part I.  
Roderick K. West See information under the Entergy Corporation Officers Section in Part I.

ENTERGY MISSISSIPPI, INC.
Directors
Haley R. Fisackerly51President and Chief Executive Officer of Entergy Mississippi2008-Present
Director of Entergy Mississippi2008-Present
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Paul D. Hinnenkamp See information under the Entergy Corporation Officers Section in Part I.  

Officers
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Haley R. FisackerlySee information under the Entergy Mississippi Directors Section above.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Andrea Coughlin RowleySee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

ENTERGY NEW ORLEANS, INC.
Directors
Charles L. Rice, Jr.52President and Chief Executive Officer of Entergy New Orleans2010-Present
Director of Entergy New Orleans2010-Present
Director, Utility Strategy of Entergy Services, Inc.2009-2010
Partner, Barrasso, Usdin, Kupperman, Freeman & Sarver, L.L.C.2005-2009
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.

Officers
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Charles L. Rice, Jr.See information under the Entergy New Orleans Directors Section above.
Andrea Coughlin RowleySee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.
ENTERGY TEXAS, INC.
Directors
Sallie T. Rainer55President and Chief Executive Officer of Entergy Texas2012-Present
Director of Entergy Texas2012-Present
Vice President, Federal Policy of Entergy Services, Inc.2011-2012
Director, Regulatory Affairs and Energy Settlements of Entergy Services, Inc.2006-2011
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.

Officers
Marcus V. BrownSee information under the Entergy Corporation Officers Section in Part I.
Theodore H. Bunting, Jr.See information under the Entergy Corporation Officers Section in Part I.
Leo P. DenaultSee information under the Entergy Corporation Officers Section in Part I.
Paul D. HinnenkampSee information under the Entergy Corporation Officers Section in Part I.
Andrew S. MarshSee information under the Entergy Corporation Officers Section in Part I.
Alyson M. MountSee information under the Entergy Corporation Officers Section in Part I.
Sallie T. RainerSee information under the Entergy Texas Directors Section above.
Andrea Coughlin RowleySee information under the Entergy Corporation Officers Section in Part I.
Donald W. VinciSee information under the Entergy Corporation Officers Section in Part I.
Roderick K. WestSee information under the Entergy Corporation Officers Section in Part I.

Each directorThe directors and officerofficers of the applicable Entergy company isTexas are elected yearlyannually to serve by the unanimous consent of theits sole common stockholder with the exception of thestockholder. The directors and officers of Entergy Louisiana, LLC whoand Entergy New Orleans, LLC are, and in the case of Entergy Arkansas, LLC and Entergy Mississippi, LLC will be, elected yearlyannually to serve by the unanimous

consent of the sole common membership owner, Entergy Utility Holding Company, LLC. Entergy Corporation’s directors are elected annually at the annual meeting of shareholders.  Entergy Corporation’s officers are elected at the annual organizational meeting of the Board of Directors.Directors, which immediately follows the annual meeting of shareholders. The age of each officer and director for whom information is presented above is as of December 31, 2018.

Corporate Governance Guidelines and Committee Charters

Each of the Audit, Corporate Governance, and Personnel Committees of Entergy Corporation’s Board of Directors operates under a written charter.  In addition, the full Board has adopted Corporate Governance Guidelines.  Each charter and the guidelines are available through Entergy’s website (www.entergy.com) or upon written request.

Audit Committee of the Entergy Corporation Board

The following directors are members of the Audit Committee of Entergy Corporation’s Board of Directors:

Patrick J. Condon (Chairman)
Maureen S. Bateman
Philip L. Frederickson
Blanche L. Lincoln
Karen A. Puckett

All Audit Committee members are independent.  In addition to the general independence requirements of the NYSE, all Audit Committee members must meet the heightened independence standards imposed by the SEC and NYSE.  All Audit Committee members possess the level of financial literacy and accounting or related financial management expertise required by the NYSE rules.  Therules and  the Board has determined that each of Patrick J.Messrs. Condon and Philip L. Frederickson issatisfy the financial expertise requirements of the NYSE and have the requisite experience to be designated an “auditaudit committee financial expert”expert as suchthat term is defined by the rules of the SEC.


Code of Ethics

TheEffective October 2018, the Entergy Corporation Board of Directors has adopted a Code of Business Conduct and Ethics for Membersthat applies to members of the Entergy Corporation Board of Directors.Directors and all Entergy officers and employees.  The code is available through Entergy’s website (www.entergy.com) or upon written request.  The Board has also adopted a Code of Business Conduct and Ethics for Employeescombined two separate but similarly worded codes that applied to members of the Entergy Corporation Board of Directors and to officers and employees, respectively.  The Code of Business Conduct and Ethics includes Special ProvisionProvisions Relating to Principal Executive Officer and Senior Financial Officers.  The Code of Business Conduct and Ethics for EmployeesIt is to be read in conjunction with Entergy’s omnibus code of integrity under which Entergy operates, called the Code of Entegrity, as well as system policies.  All employees are expected to abide by the Codes.  Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code of Entegrity.  The Code of Business Conduct and Ethics, for Employeesincluding any amendments or any waivers thereto, and the Code of Entegrity are available through Entergy’s website (www.entergy.com) or upon written request.

Source of Nominations to the Entergy Corporation Board of Directors; Nominating Procedure

The Corporate Governance Committee will consider director candidates recommendedidentified by current directors, management, third-party search firms engaged by the Corporate Governance Committee and Entergy Corporation’s shareholders. Shareholders wishing to recommend a candidate to the Corporate Governance Committee should do so by submitting the recommendation in writing to Entergy Corporation’s Secretary at 639 Loyola Avenue, P.O. Box 61000, New Orleans, LA 70161, and it will be forwarded to the Corporate Governance Committee members for their consideration. Any recommendation should include:

the number of shares of Entergy Corporation stock held by the shareholder;
the name and address of the candidate;

a brief biographical description of the candidate, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above;discussed in the Proxy Statement under “Board of Directors - Identifying Director Candidates”; and
the candidate’s signed consent to serve as a director if elected and to be named in the Proxy Statement.Statement and a representation of such candidates’ intent to serve as a director for the entire term if elected.
    
Once the Corporate Governance Committee receives the recommendation, it may request additional information from the candidate about the candidate’s independence, qualifications, and other information that would assist the Corporate Governance Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Proxy Statement, if nominated. The Corporate Governance Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.

Section 16(a) Beneficial Ownership Reporting Compliance

Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 5, 2017,3, 2019, under the heading “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.


Item 11.  Executive Compensation

ENTERGY CORPORATION

Information concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Nominees for the Board of Directors,“2019 Director Nominees,” “Personnel Committee Interlocks and Insider Participation,” and “Non-Employee“2018 Non-Employee Director Compensation,” all of which information is incorporated herein by reference.

ENTERGY ARKANSAS, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND ENTERGY TEXAS

COMPENSATION DISCUSSION AND ANALYSIS

In this section, the compensation earned in 2018 by the following Namedexecutive officers (referred to herein as “Named Executive Officers in 2016Officers”) is discussed. Each officer’s title is provided as of December 31, 2016.
Name(1)
Title
A. Christopher Bakken, III(2)
Executive Vice President, Nuclear Operations/Chief Nuclear Officer
Marcus V. BrownExecutive Vice President and Chief Nuclear OfficerGeneral Counsel
Leo P. DenaultChairman of the Board and Chief Executive Officer
Marcus V. Brown
David D. Ellis(2)
Executive Vice President and General CounselChief Executive Officer, Entergy New Orleans
Haley R. FisackerlyPresident and Chief Executive Officer, Entergy Mississippi
Laura R. Landreaux(3)
President and Chief Executive Officer, Entergy Arkansas
Andrew S. MarshExecutive Vice President and Chief Financial Officer Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Phillip R. May, Jr.President and Chief Executive Officer, Entergy Louisiana
Sallie T. RainerPresident and Chief Executive Officer, Entergy Texas
Hugh T. McDonald Charles L. Rice, Jr.(2)
Former President and Chief Executive Officer, Entergy New Orleans
Richard C. Riley(3)
Former President and Chief Executive Officer, Entergy Arkansas
Sallie T. RainerPresident and Chief Executive Officer, Entergy Texas
Charles L. Rice, Jr.President and Chief Executive Officer, Entergy New Orleans
Richard C. Riley Roderick K. West(3)(2)
Group President and Chief Executive Officer, Entergy Arkansas
Roderick K. WestExecutive Vice PresidentUtility Operations

(1)Messrs. Bakken, Brown, Denault, Marsh, and West hold the positions referenced above as executive officers of Entergy Corporation and are members of Entergy Corporation’s Office of the Chief Executive. No additional compensation was paid in 2018 to any of these officers for their service as Named Executive Officers of the Utility operating companies.
of Entergy Corporation and are members of Entergy Corporation’s Office of the Chief Executive. No additional compensation was paid in 2016 to any of these officers for their service as Named Executive Officers of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, or Entergy Texas (the “Subsidiaries”).
(2)Mr. Bakken joinedRice is included in the Executive Compensation section of this Form 10-K because he served as President and Chief Executive Officer, Entergy New Orleans for a portion of 2018. Mr. Ellis became President and Chief Executive Officer, New Orleans in December 2018, and for a portion of 2018, Mr. West served as interim President and Chief NuclearExecutive Officer, in April 2016.Entergy New Orleans.
(3)Mr. McDonaldRiley is included in the Executive Compensation section of this Form 10-K because he served as President and Chief Executive Officer, Entergy Arkansas for a portion of 2016.2018. Ms. Landreaux succeeded Mr. Riley succeeded Mr. McDonald as President and Chief Executive Officer, Entergy Arkansas in May 2016.July 2018.




CD&A Highlights
Entergy Corporation’s Executive Compensation Programs and Practices
Entergy Corporation regularly reviews its executive compensation programs to align them with commonly viewed best practices in the market.
Compensation Governance Best Practices:
What Entergy Corporation Does
Require a “double trigger” for severance payments or equity acceleration in the event of a change in control
Maintain a “clawback” policy that goes beyond Sarbanes-Oxley requirements
Cap the maximum payout at 200% of target under the Long-Term Performance Unit Programmarket and under the Annual Incentive Plan for members of the Office of the Chief Executive
Require minimum vesting periods for equity based awards
Target long-term compensation mix to give more weight to performance units than to service-based restricted stock and stock options combined
Settle 100% of long-term performance units in shares of Entergy Corporation stock
Require 6 times base salary stock ownership for Entergy Corporation’s Chief Executive Officer and 1 to 3 times base salary for otherreflect feedback from discussions with investors on executive officers
Require executives to hold substantially all equity compensation received from Entergy Corporation until stock ownership guidelines are met
Prohibit directors and officers from pledging or entering into hedging or other derivative transactions with respect to their Entergy Corporation shares
Mitigate undue risk taking in compensation programs
Subject executive officer equity grants to non-compete and non-solicitation covenants
What Entergy Corporation Doesn’t Do
No 280G tax “gross up” payments in the event of a change in control
No tax “gross up” payments on any executive perquisites, other than relocation benefits available to all eligible employees, and club dues for some of the Named Executive Officers
No option repricing or cash buy-outs for underwater options under the equity plans
No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval
No unusual or excessive perquisites
New officers are excluded from participation in the System Executive Retirement Plan
No grants of supplemental service credit to newly-hired officers under any of Entergy Corporation’s non-qualified retirement planscompensation.

Executive Compensation Best Practices:

What Entergy Corporation Does*
Executive compensation programs are highly correlated to performance and focused on long-term value creation

*Double trigger for cash severance payments and equity acceleration in the event of a change in control
*Clawback policy
*Maximum payout capped at 200% of target under the Annual Incentive Plan and Long-Term Performance Unit Program for members of the Office of the Chief Executive
*Minimum vesting periods for equity-based awards
*Long-term compensation mix weighted more toward performance units than service-based equity awards
*All long-term performance units settled in shares of Entergy Corporation common stock
*Rigorous stock ownership requirements
*Executives required to hold substantially all equity compensation received by Entergy Corporation until stock ownership guidelines are met
*Annual Say on Pay vote
What Entergy Corporation Doesn’t Do*
No 280G tax “gross up” payments in the event of a change in control

*No tax “gross up” payments on any executive perquisites, other than relocation benefits available to all eligible employees, and club dues for some of the Named Executive Officers.
*No option repricing or cash buy-outs for underwater options
*No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval
*No hedging or pledging of Entergy Corporation common stock
*No unusual or excessive perquisites
*No new officer participation in the System Executive Retirement Plan
*No grants of supplemental service credit to newly-hired officers under any of Entergy Corporation’s non-qualified retirement plans
Entergy Corporation’s Pay for Performance Philosophy

Entergy Corporation’s executive compensation programs are based on a philosophy of pay for performance that is embodied in the design of its annual and long-term incentive plans. Entergy CorporationIt believes the executive pay programs described in this section and in the accompanying tables have played a significant role in itsthe ability to drive strong financial and operational results and to attract and retain a highly experienced and successful management team. The

Annual Incentive Plan incentivizes and rewards the achievement of operational financial metrics that are deemed by the Entergy Corporation Personnel Committee to be consistent with the overall goals and strategic direction that the Entergy Corporation Board has approved for Entergy Corporation. The long-term

Long-term incentive programs further align the interests of Entergy Corporationthe executives and itsEntergy Corporation’s shareholders by directly tying the value of the equity awards granted to executives under these programs to Entergy Corporation’s stock price performance, andrelative total shareholder return. return, and beginning in 2018, cumulative adjusted utility earnings growth. The long-term incentives consist of three components - performance units, stock options and restricted stock.


By incentivizing officers to achieve important financial and operational objectives and create long-term shareholder value, Entergy Corporation believes these programs play a key role in creating sustainable value for the benefit of all of Entergy Corporation’sits stakeholders, including its shareholders,owners, customers, employees, and communities.


20162018 Incentive Pay Outcomes
    
The 2016Entergy Corporation believes the 2018 incentive pay outcomes for the Named Executive Officers demonstrated the application of Entergy Corporation’s pay for performance philosophy.
Annual Incentive Plan
    
Awards under the Executive Annual Incentive Plan, or Annual Incentive Plan, are tied to Entergy Corporation’s financial and operational performance through the Entergy Achievement Multiplier (EAM), which is the performance metric used to determine the maximum funding available for awards under the plan. The 20162018 EAM was determined based in equal part on Entergy Corporation’s success in achieving its consolidated operational earnings per share and consolidated operational operating cash flow goals set at the beginning of the year. These goals were approved by the Personnel Committee based on Entergy Corporation’s financial plan and the Board’s overall goals for Entergy Corporation and were consistent with its published earnings guidance.

20162018 Annual Incentive ProgramPlan Payout.

For 2016,2018, the Personnel Committee, based on athe recommendation of the Finance Committee, determined that management exceeded its consolidated operational earnings per share goal of $5.35$6.55 per share by $1.76,$2.03 per share, but fell short of its consolidated operational operating cash flow goal of $3.180$3.000 billion by approximately $176$180 million. Based on the targets and ranges previously established by the Personnel Committee, these results resulted in a calculated EAM of 133%134%. This determined

After considering individual performance, including not only the maximum funding level for the plan, and forrole played by each of the Named Executive Officers who are members of the Office of the Chief Executive the maximum award, as a percentage of target that could be received by them, subject to downward adjustment based on individual performance. Individual awards under the Annual Incentive Plan for members ofin advancing Entergy Corporation’s Officestrategies and delivering the strong financial results achieved in 2018, but also each such individual’s degree of the Chief Executive, are determined by the Personnel Committee. After considering individual performance,accountability for certain operational and regulatory challenges Entergy Corporation experienced in 2018, the Personnel Committee approved a payout of 133%payouts ranging from 115% to 122% of target for Entergy Corporation’s Chief Executive Officer and payouts ranging from 100% to 130%each of target for the Named Executive Officers who are members of the Office of the Chief Executive.

After the EAM was established to determine overall funding for the Annual Incentive Plan, Entergy Corporation’s Chief Executive Officer allocated incentive award funding to individual business units based on business unit results.  Individual awards were determined for the Named Executive officersOfficers who are not members of the Office of the Chief Executive by their immediate supervisor based on the individual officer’s key accountabilities, accomplishments, and performance. This resulted in payouts that ranged from 60%0% of target to 125%118% of target for the Named Executive Officers who are not members of Entergy Corporation’s Office of the Chief Executive.
Long-Term Incentives
    
Long term incentives consist of three components to incentivize long-term value creation - performance units, stock options, and restricted stock. Performance under the components:

Long-Term Performance Unit Program is- Units are granted with performance measured over a three yearthree-year period by assessingbased on Entergy Corporation’s total shareholder return in relation to the total shareholder return of the companies included in the Philadelphia Utility Index.Index, and beginning with the 2018-2020 performance period, a cumulative utility earnings metric. Payouts, if any, are based on Entergy Corporation’s total shareholder return performance in relationon these measures against pre-established performance goals.

Stock Options - Incentivizes executives to its peers and are not subject to adjustment by the Personnel Committee. Entergy Corporation also uses stock options, which reward increases intake actions that increase the market value of itsEntergy Corporation’s common stock and restricteddirectly aligns with the value shareholders receive over the same period of time; and


Restricted Stock - Increases executive stock whichownership and is an effective retention mechanism.

Long-Term Performance Unit Program Payout.Payout
For the three yearthree-year performance period ending in 2016,2018, Entergy Corporation’s total shareholder return was ninth out of the twenty companies in the third quartile,Philadelphia Utility Index, resulting in a payout of 36%111% of target for itsthe executive officers. Payouts were made in shares of Entergy Corporation stock which are required to be held by executivesthe executive officers until they satisfy the executive stock ownership guidelines.


What Entergy Corporation Pays and Why

How Entergy Corporation Sets Target Pay

To develop a competitive compensation program, theThe Personnel Committee annually reviews compensation data from two sources:

Use of Competitive Data

The Personnel Committee uses published and private compensation survey data toTo develop marketplace compensation levels for Entergy Corporation’s executive officers, the executive officers. ThePersonnel Committee primarily uses the following types of data which are compiled by Pay Governance LLC, the Committee’s independent compensation consultant,to compare the current compensation opportunities provided to each of Entergy Corporation’sthe executive officers against the compensation opportunities provided to executives holding similar positions at companies with corporate revenues similar to Entergy Corporation’s. For non-industry specific positions, the Committee reviewsCorporation’s:

Published and private compensation survey data compiled by Pay Governance;
Both utility and general industry data forto determine total cash compensation (base salary and annual incentive) since the market for talent is broader than thenon-industry specific roles;
Data from utility sector. Forcompanies to determine total cash compensation for management positionsroles that are industry-specific,utility-specific, such as Group President, Utility Operations, the Committee reviewsOperations; and
Utility market data from utility companies for total cash compensation. However, forto determine long-term incentives for all positions are reviewed relative to utility market data. The survey data reviewed by the Committee cover hundreds of companies across a broad range of industries and approximately 60 investor-owned utility companies. In evaluating compensation levels against the survey data, the Committee considers only the aggregated survey data. The identities of the companies participating in the compensation survey data are not disclosed to, or considered by, the Committee in its decision-making process and, thus, are not considered material by the Committee.positions.

The Personnel Committee uses this survey data to develop compensation opportunities that are designed to deliver total target compensation atwithin a targeted range of approximately the 50th50th percentile of the surveyed companies in the aggregate. The survey data are the primary data used for purposes of assessing target compensation. As a result, Mr. Denault, Entergy Corporation’s Chief Executive Officer, is compensated at a higher level than the other Named Executive Officers, reflecting market practices that compensate chief executive officers at greater potential compensation levels with more pay “at risk” than other Named Executive Officers, due to the greater responsibilities and accountability required of a Chief Executive Officer. In most cases, the Committeecommittee considers its objectives to have been met if Entergy Corporation’s Chief Executive Officer and the eight (8)six other executive officers (including all of the Named Executive Officers) who constitute what is referred to as the Office of the Chief Executive each has a target compensation opportunity that falls within thea targeted range of 85% - 115% of the 50th50th percentile of the survey data. PromotedIn general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned executive officers or officerswith strong performance who are newviewed as critical to their roles mayretain would be transitioned intopositioned at the targeted market range over time.higher end of the competitive range. Actual compensation received by an individual officer may be above or below the targeted range based on an individual officer’s skills, performance, experience and responsibilities, Entergy Corporationcorporate performance and internal pay equity. For 2016, the total target compensation of most of the Named Executive Officers fell within the targeted range except there was one officer whose total targeted compensation was slightly above the targeted range, two officers whose total targeted compensation was slightly below the targeted range, based on skills, performance, experience and responsibilities, and internal pay equity, and one that was below the targeted range who is new to the role.

Proxy Analysis

Although the survey data described above are the primary data used in determiningbenchmarking compensation, the Committeecommittee reviews data derived from the proxy statements of companies included in the Philadelphia Utility Index as an additional point of comparison. The proxy data are used to compare the compensation levels of the Named Executive Officers who are members of the Office of the Chief Executive with the compensation levels of the corresponding top 5 highest paid executive officers of the companies included in the Philadelphia Utility Index, as reported in their proxy statements. The Personnel Committee uses this analysis to evaluate the overall reasonableness of Entergy Corporation’s compensation programs. The followingPersonnel Committee identified the Philadelphia Utility Index as the appropriate industry peer group because the companies wereincluded in this index, in the aggregate, are comparable to Entergy Corporation in terms of business and scale. Companies included in the Philadelphia Utility Index at the time the proxy data from the 2016 filingswas compiled were compiled:as follows:


ŸAES CorporationŸEl Paso InternationalElectric Co.
ŸAmeren CorporationŸEverSourceEversource Energy
ŸAmerican Electric Power Co. Inc.ŸExelon Corporation
ŸAmerican Water WorksŸFirstEnergy Corporation
ŸCenterPoint Energy Inc.ŸNextEra Energy, Inc.
ŸConsolidated Edison Inc.ŸPG&E Corporation
ŸDominion Resources Inc.EnergyŸPublic Service Enterprise Group, Inc.
ŸDTE Energy CompanyŸSouthern Company
ŸDuke Energy CorporationŸXcel Energy, Inc.
ŸEdison International  

Principal Executive Compensation Elements

The following table summarizes the elements of total direct compensation (TDC) granted or paid to the executive officers under the 20162018 executive compensation program.programs. The program usesprograms use a mix of fixed and variable compensation elements and providesare designed to provide alignment with both short- and long-term business goals through annual and long-term incentives. The Personnel Committee establishes the performance measures and ranges of performance for the variable compensation elements. An individual’s awardexecutive officer’s TDC is based primarily on corporate performance, market-based compensation levels and individual performance.  performance with each of these elements reviewed annually for each Named Executive Officer.
ElementCompensation ComponentPrimary PurposePerformance MeasuredKey CharacteristicsCharacteristicWhy This Element Is PaidCash/EquityHow This Amount Is Determined2016 DecisionsPerformance Period
Base SalaryFixed compensation component payable in cash. Reviewed annually and adjusted when appropriate.Provides a base level of competitive cash compensation for executive talent.Experience,Role, experience, job scope, market data, and individual performance and internal pay equity.
All of the Named Executive Officers, other than Mr. Bakken and Mr. Riley, received increases in their base salaries effective April 2016 ranging from 2.5% to 4.5%.

In addition to his merit increase, Mr. Brown’s salary was increased by approximately 18% to reflect the additional responsibilities he assumed in 2016.

Mr. Fisackerly’s base salary was increased by 9.5% to reflect competitive market data.

Mr. Riley’s base salary was increased when he became President, Entergy Arkansas.

Mr. Bakken’s base salary was determined using market data.


FixedCash
ElementKey CharacteristicsWhy This Element Is PaidHow This Amount Is Determined2016 DecisionsOngoing
Annual Incentive AwardsVariable compensation component payable in cash based on performance against goals established annually.MotivateMotivates and rewardrewards executives for performance on key financial and operational measures during the year.
Target opportunity is determined based on job scope, market data, and internal pay equity.
For 2016, awards were determined based on success in meetingConsolidated operational earnings per share and operational operating cash flow targets, subject to downward adjustment at the Personnel Committee’s discretion for members of the Office of the Chief Executive.
Mr. Denault's target annual incentive award for 2016 was 135% of base salary, and target awards were in the range of 40% to 70% of base salary for the other Named Executive Officers.

Strong operational and financial performance and a review of individual performance resulted in an award at 133% of target for Entergy Corporation’s Chief Executive Officer, and awards that ranged from 60% to 125% of target for the other Named Executive Officers.
Variable
Cash1 year
Long-Term
Performance
Unit
Program
Each performance unit equals one share of Entergy Corporation’s common stock. Performance is measured at the end of a three-year performance period. Each unit also earns the equivalent of the dividends paid during the performance period. Performance units granted under the Long-Term Performance Unit Program are settled in shares of Entergy Corporation common stock.

Focuses the executive officersexecutives on growing earnings and building long-term shareholder value and increases executive officers’executives’ ownership of Entergy Corporation common stock.Payout based on Entergy Corporation’s totalTotal shareholder return relative to the total shareholder return of the companies in the Philadelphia Utility Index.and utility earnings growth
Performance unit grants for the 2016 to 2018 performance period represented approximately 39% of target TDC for Entergy Corporation’s Chief Executive Officer and approximately 21% to 31% for the other Named Executive Officers.

Unfavorable relative total shareholder return in 2015 and 2016, partially offset by strong relative total shareholder return for 2014, resulted in performance in the third quartile for the 2014 to 2016 performance period, yielding a payout of 36% of target for the Named Executive Officers who are members of the Office of the Chief Executive.
Variable
Equity3 years
Stock
Options
Non-qualified stock options are granted at fair marketAlign interests of executives with long-term shareholder value, have a ten-year term, and vest over 3 years - 33 1/3% on each anniversary of the grant date.Reward executives for absolute value creation and coupled with restricted stock provide competitive compensation, retain executive talent, and increase the executive officers’executives’ ownership in Entergy Corporation’s common stock.Job scope, market data, individual performance, and Entergy Corporation performance.Stock options granted in 2016 represented approximately 13% of total TDC for Entergy Corporation’s Chief Executive Officer and approximately 7% to 10% for the other Named Executive Officers.Variable Equity3 years
Restricted
Stock
Awards
Restricted stock awards vest over 3 years - 33 1/3% on each anniversary of the grant date, have voting rights, and accrue dividends during the vesting period.Coupled with stock options, align
Aligns interests of executives with long-term shareholder value, provideprovides competitive compensation, retainretains executive talent and increaseincreases the executive officers’executives’ ownership ofin Entergy CorporationCorporation’s common stock.

Job scope, market data, and individual performance and Entergy Corporation performance.

Restricted stock granted in 2016 represented approximately 13% of total target compensation for Entergy Corporation’s Chief Executive Officer and approximately 7% - 10% for the other Named Executive Officers.VariableEquity3 years

Fixed Compensation

Base Salary

The Personnel Committee determines the base salaries for all of the Named Executive Officers who are members of the Office of the Chief Executive based on competitive compensation data, performance considerations, and advice provided by the Committee’scommittee’s independent compensation consultant. For the other Named Executive Officers, their salaries are established by their immediate supervisors using the same criteria. TheIn addition, in determining base salary adjustments, the Personnel Committee also considersconsidered internal pay equity; however,equity, although the Personnel Committee has not established any predetermined formula againstby which thean individual’s base salary of one Named Executive Officer is measured against another officer or employee.

evaluated in relation to other employees. In 2016,2018, all of the Named Executive Officers other than Mr. Bakken and Mr. Riley, received merit increases in their base salaries ranging from approximately 2.5%2.4% to 4.5%.4.2% other than Mr. Ellis. The increases in base salary were made in light of current economic conditions and the projected growth in executive salaries in 2016 based on the market data previously discussed in this CD&A under “What Entergy Corporation Pays and Why - How Entergy Corporation Sets Target Pay,Pay. as well as an internal pay equity comparison.

The following table sets forth the 20152017 and 20162018 base salaries for the Named Executive Officers. Except as indicated below, changes in base salaries for 20162018 were effective in April.

Named Executive Officer 2015 Base Salary 2016 Base Salary 2017 Base Salary 2018 Base Salary
A. Christopher Bakken, III(1)
 $— $605,000 $620,125 $638,125
Marcus V. Brown(2)
 $491,500 $605,000 $630,000 $650,000
Leo P. Denault $1,170,000 $1,200,000 $1,230,000 $1,260,000
Haley R. Fisackerly(3)
 $310,434 $350,000
David D. Ellis(1)
 $— $305,000
Haley R. Fisackerly $355,300 $365,959
Laura R. Landreaux(2)
 $186,339 $308,000
Andrew S. Marsh $537,892 $559,408 $600,000 $622,000
Phillip R. May, Jr. $346,250 $356,650 $366,150 $381,550
Hugh T. McDonald $360,121 $360,121
Sallie T. Rainer $307,275 $319,475 $328,275 $338,123
Charles L. Rice, Jr. $268,470 $280,424
Charles L. Rice, Jr.(3)
 $286,424 $230,000
Richard C. Riley(4)
 $306,168 $335,000 $344,200 $375,000
Roderick K. West $643,044 $659,120 $675,598 $696,598
(1)When Mr. BakkenEllis joined Entergy in April 2016,December 2018, his base salary was set at $605,000$305,000 based on competitive market data that placed him at the 50th percentile of the market data discussed above, as well as internal pay equity considerations.
(2)In April 2016, Mr. Brown received a merit increase of 4% to his base salary. In May 2016, Mr. Brown’s base salary was further adjusted to $605,000 following an external market competitive pay analysis to reflect his additional responsibilities when he assumed leadership of Entergy Corporation’s corporate communications and regulatory and governmental affairs groups, in addition to his leadership of Entergy Corporation’s legal department.
(3)In November 2016, Mr. Fisackerly’s baseJuly 2018, Ms. Landreaux’s salary was increased by 9.5% after a review of his compensation in light of his experience relative to competitive market data.
(4)In May 2016, Mr. Riley’s salary was increased from $306,168 to $335,000 when heshe became President and Chief Executive Officer, Entergy Arkansas and assumed the increased responsibilities of that role.

(3)Mr. Rice’s salary was adjusted when he transitioned into Entergy Corporation’s legal department.
(4)Mr. Riley’s salary was increased when he became Senior Vice President, Distribution Operations and Asset Management and assumed the increased responsibilities of that role.

Variable Compensation

Short-Term Incentive Compensation

Annual Incentive Plan

Performance-basedEntergy Corporation includes performance-based incentives are included in the Named Executive Officers’ compensation packages because Entergy Corporationit believes performance-based incentives encourage the Named Executive Officers to pursue objectives consistent with the overall Entergy Corporation goals and strategic direction that the Entergy Corporation Board has approved.

approved for Entergy Corporation. The EAM is the performance metric used to determine the maximum percentage of target annual plan opportunities that will be paid each year to each Named Executive Officer who is a member of the Office of the Chief Executive

under the Annual Incentive Plan. Once the EAM has been determined, individual awards for the Office of the Chief Executive members may be adjusted downward, but not upward, from the EAM at the Personnel Committee’s discretion, based on individual performance and other factors deemed relevant by the Personnel Committee. For 2016, the target Annual Incentive Plan opportunities for each of the Named Executive Officers, expressed as a percentage of the officer’s base salary, were:

135% for Mr. Denault;
70% for Mr. Bakken, Mr. Brown, Mr. Marsh, and Mr. West;
60% for Mr. May;
50% for Mr. McDonald; and
40% for Mr. Fisackerly, Ms. Rainer, Mr. Rice, and Mr. Riley.

The target opportunities established for these officers were comparable to the target opportunities historically set for these positions and levels of responsibility, except for Mr. Denault’s and Mr. Riley’s. Mr. Denault’s target opportunity was set to align it with target opportunities of other chief executive officers based on the compensation survey data compiled by Pay Governance. Mr. Riley’s target was set consistent with market and internal pay equity. Target opportunities for the Named Executive Officers who are members of the Office of the Chief Executive are established by the Personnel Committee, and these Named Executive Officers may earn a maximum payout ranging from 0% to 200% of their target opportunity, calculated as described in the table below.

Target award opportunities are set based on an executive officer’s position and executive management level within the Entergy organization. Executive management levels at Entergy Corporation range from Level 1 through Level 4.5. At December 31, 2016,2018, Mr. Denault held a Level 1 position, Messrs. Bakken, Brown, Marsh, and West held positions in Level 2, Mr. May and Mr. Riley held Level 3 positions, Mr. Ellis, Mr. Fisackerly, Ms. Landreaux and Ms. Rainer held Level 4 positions and Mr. Rice held a Level 3 position, and the remaining Named Executive Officers held positions in Level 4.5 position. Accordingly, their respective incentive award opportunities differ from one another based on their management level and the external market data developed by the Committee’s independent compensation consultant.

Each year the Personnel Committee reviews the performance measures usedSetting Targets

Annual Review of Performance Measures to determine the EAM. Determine EAM Pool:

In December 2015,2017, the Personnel Committee decided to retain consolidated operational earnings per share and consolidated operational operating cash flow, with each measure weighted equally, as the performance measures for determining the EAM. TheEAM pool. Other measures were considered, but the Personnel Committee considered a variety of other potential measures, but determined that consolidated operational earnings per share and operational operating cash flow continued to be the best metrics to use because, among other things, they arefor this purpose because:

They represent objective measures that Entergy Corporation’sCorporation and its investors consider to be important in evaluating its financial performance and becauseperformance;
They align with Entergy Corporation’s goals in that regard are broadly communicated both internallyinternal and externally. This providesexternal financial reporting; and
They provide both discipline and transparency that the Committee believes are important objectives of any well designed incentive compensation plan.transparency.

Establishing Target Achievement Levels

The Personnel Committee alsoannually engages in a rigorous process each year to establish the targets for the Annual Incentive Plan with a goal of establishing target achievement levels that are consistent with Entergy Corporation’s strategy and business objectives for the upcoming year, as reflected in its financial plan and sufficient to drive results that represent a high level of achievement, taking into consideration the applicable business environment and specific

challenges facing it.achievement. These targets are approved based on a comprehensive review by the full Board of Entergy Corporation’s financial plan, includingconducted in December of the preceding year and updated in January to reflect the most current information concerning changes in commodity market conditions and other key drivers of anticipated changes in performance from the preceding year. The Personnel Committee also reviewsseeks to assure that the effects on plan resultstargets:

Take into account changes in the business environment and specific challenges facing Entergy Corporation;
Reflect an appropriate balancing of the various risks and opportunities that are recognized at the time the plan is set, to assure that targets that are determined based on the plan reflect an appropriate balance of risksset; and opportunities. The Committee further confirms that the targets it approves are
Are aligned with the earnings guidance that will beexternal expectations communicated to the financial markets, which assures that the internal targets Entergy Corporation sets for purposes of its incentive compensation plans are aligned with the external expectations set and communicated to itsCorporation’s shareholders.

2018 Targets

In January 2016, after full Board review of management’s 2016 financial plan for Entergy Corporation and engaging in2018, the Personnel Committee followed the process discusseddescribed above the Committee determined the Annual Incentive Plan targets to be used for purposes of determining Annual Incentive Plan awards for 2016. In keepingin setting 2018 performance targets. Consistent with its authority and past practice, the Personnel Committee also determined that for purposes of measuring performance against such targets, the Committee would exclude the effect onof the following would be excluded from the reported results of anyresults:

Any major storms that may occur during the year. Thisyear;
Certain impacts that may occur as a result of the implementation of the Tax Cuts and Jobs Act enacted in December 2017;
Certain unresolved litigation initiated in the late 1990s and early 2000s relating to an agreement among the Utility operating company subsidiaries that has since been terminated; and

Unrealized gains and losses on equity securities different than assumed in the plan.

The Personnel Committee viewed the exclusion was viewed by the Committeeof major storms as appropriate because although Entergy Corporation includes estimates for minor storm eventscosts are included in itsEntergy Corporation’s financial plan, it does not include estimates for a major storm event, such as a hurricane. The adjustment for unanticipated impacts of the Tax Cuts and Jobs Act was limited to the impact of any deviations from regulatory assumptions incorporated into the plan relating to (a) the timing of the adjustment of retail electric rates due to the change in the federal tax rate, and (b) the timing and amount of deferred income taxes that may be refunded to customers. However, the impacts of tax reform were only to be excluded to the extent that they cumulatively impacted consolidated operational earnings per share by more than $0.10 per share in 2018. The Personnel Committee alsoconsidered the exclusion of tax reform to be appropriate because of the substantial uncertainty around the outcomes of the applicable discussions and proceedings with regulators, which had not yet commenced, and because of the potential that there could be significant adverse impacts on 2018 results from such outcomes that would be in the long-term best interest of Entergy Corporation. The Personnel Committee approved the exclusionother exclusions from reported results, for the impact of the outcomelegacy system agreement litigation and unrealized gains and losses on securities held by Entergy Corporation’s nuclear decommissioning trusts, primarily because of a pending regulatory litigation matter,management’s inability to influence either of the extent such outcome was not treated as a special item and excluded from operational results. Neither of these pre-approved exclusions ultimately resulted in any adjustment to the reported results.related outcomes.

In determining the targets to set for 2016,2018, the Personnel Committee reviewed anticipated drivers for consolidated operational earnings per share and consolidated operational operating cash flow for 20162018 as set forth in Entergy Corporation’s financial plan. Underplan, as well as factors driving the plan,strong financial performance achieved in 2017. The Personnel Committee noted that a substantial portion of 2017 operational earnings per share were expected to decline from 2015 results due primarily to the significant impact on 2015 operational results of tax benefits and,was attributable to a lesser extent, favorable weather, which were not anticipated to recur in 2016. Together, they accounted for $1.89 ofmajor restructuring tax benefit at the Entergy Wholesale Commodities business. The committee also noted that 2017 operational earnings per share for 2015. Under the plan, operational operating cash flow was also expected to decline slightly in 2016 from 2015 results due primarily to the timing of recovery of certain fuel and purchased power costs in the utility business.

had been adversely impacted by unusual weather. After adjusting to eliminate the impact on 2017 operational results of both the tax item and weather, and tax benefits, the 2016committee confirmed that the proposed plan targetstarget for operational earnings per share required management to achieve strongreflected substantial growth in utilitycore operational earningsearnings.

The Personnel Committee also considered the potential impact of certain risks and modest growthopportunities, including differences from plan in wholesale energy prices and capacity factors at the Entergy Wholesale Commodities operational earnings, despite an expectation for further declinesbusiness, utility sales, operations and maintenance costs, interest expense and certain tax and regulatory outcomes. This evaluation indicated that there was significantly more downside risk than upside opportunity in wholesale energy and capacity prices.  While the resulting targets represented declines from 2015 operational results, the Committee concluded, based on a careful review of the overall plan, that the targets derived fromand, as a result, that there was a reasonable degree of challenge embedded in the plan challenged management appropriately to deliver strong growth in Entergy Corporation’s core business while continuing to manage the significant risks at Entergy Wholesale Commodities and represented an appropriate balancing of Entergy Corporation’s business risks and opportunities for 2016.targets.
2018 Performance Assessment

The following table shows the resulting Annual2018 Incentive Plan targets established by the Personnel Committee in January 2016, and 20162018 results:

Annual Incentive Plan Targets and Results
 
Performance Goals(1)
 
 MinimumTargetMaximum2016 Results
Operational Earnings Per Share ($)$4.82$5.35$5.88$7.11
Operational Operating Cash Flow ($ billion)$2.795$3.180$3.565$3.004
EAM as % of Target25%100%200%133%

 
Performance Goals(1)
 
 MinimumTargetMaximum
2018 Results(2)
Consolidated Operational Earnings Per Share$5.90$6.55$7.20$8.58
Consolidated Operational Operating Cash Flow ($ billion)$2.580$3.000$3.420$2.820
EAM as % of Target25%100%200%134%
(1)Payouts for performance between minimum and target achievement levels and between target and maximum levels are calculated using straight-line interpolation. There is no payout for performance below minimum.

(2) These results are adjusted to reflect the pre-determined exclusions approved by the Personnel Committee in January 2018 and described above.

In January 2017,2019, the Finance and Personnel Committees jointly reviewed Entergy Corporation’s financial results against the performance objectives reflected in the table above. Management discussed with the Committees thecommittees Entergy Corporation’s consolidated operational earnings per share and consolidated operational operating cash flow

results for 2016,2018, including primary factors explaining how those results compared to the 20162018 business plan and Annual Incentive Plan targets. Operational earnings per share exceeded thetargets set in January. Consolidated operational earnings per share, goal of $5.35 per shareadjusted as determined by the committee when targets were set at the beginning of the year, exceeded Entergy Corporation’s consolidated operational earnings per share goal of $6.55 per share by $1.76,$2.03, due in large part to a favorable tax item and a pre-determined adjustment made for the impact of below-plan market performance by the investment securities in Entergy Corporation’s nuclear decommissioning trusts, but management fell short of achieving its consolidated operational operating cash flow goal of $3.180$3.000 billion by approximately $176$180 million, on an adjusted basis, leading to a calculated EAM of 133%134%.

Operational results for 2018 excluded the impact of certain special items that were excluded from as-reported (GAAP) consolidated earnings per share and operating cash flow to determine operational earnings per share and operational operating cash flow, including asset impairmentsitems related to tax reform legislation, the shutdown and related write-offs atdisposition of Entergy Wholesale Commodities related tobusiness nuclear plants, the accelerated return of unprotected accumulated deferred income taxes as a result of tax reform, Entergy Corporation’s 2016 decision to close twoWholesale Commodities business net revenue and nuclear generating plants,decommissioning trust tax payments. These were not adjustments made by the committee in determining the EAM, but were all considered special items and certain costs associated with nuclear plant closings. The Personnel Committee did not make any adjustments totherefore excluded from the operational earnings per shareresults reported to investors and operating cash flow results to determinefrom the EAM for 2016.financial measures used in the plan targets.

     
For members of Entergy Corporation’s Office of the Chief Executive,To determine individual executive officer awards under the Annual Incentive Plan are determined by the Personnel Committee. In determining these individual executive officer awards under the Annual Incentive Plan, the Committee considered individual performance and, in particular, whether there were additional factors beyond those captured by the EAM measures that should be taken into account in determining whether to exercise negative discretion to reduce awards below the levels determined by the EAM. In determining the extent of negative discretion, if any, that it would exercise with respect to each Named Executive Officer who is a member of the Office of the Chief Executive, the Committee considered the executive's key accountabilities and accomplishments, time in role, and individual performance executing on Entergy Corporation’s strategies in 2016.  This resulted in a payout equal to the EAM, or 133% of target, for the Chief Executive Officer and awards ranging from 100% of target to 130% of target for the other Named Executive Officers who are members of the Office of the Chief Executive.Executive, the Personnel Committee considered not only each executive’s role in executing on Entergy Corporation’s strategies and delivering the strong financial performance achieved in 2018, but also the individual’s accountability for certain operational and regulatory challenges it experienced during the year. With these considerations in mind, the committee exercised negative discretion to determine individual awards that ranged from 115% to 122% of target for each of the Named Executive Officers who are members of the Office of the Chief Executive, with the extent of the negative discretion applied varying based on the executive’s specific accountabilities and accomplishments.  

After the EAM was established to determine overall funding for the Annual Incentive Plan, Entergy Corporation’s Chief Executive Officer allocated incentive award funding to individual business units based on business unit results.  Individual awards were determined for the remaining Named Executive Officers who are not members of the Office of the Chief Executive by their immediate supervisor based on the individual officer’s key accountabilities, accomplishments, and performance.  This resulted in payouts that ranged from 60%0% of target to 125%118% of target for the Named Executive Officers who are not members of the Office of the Chief Executive.

Based on the foregoing evaluation of management performance, the Personnel Committee approvedNamed Executive Officers received the following Annual Incentive Plan payouts to each Named Executive Officer for 2016:2018:

Named Executive OfficerBase SalaryTarget as Percentage of Base SalaryPayout as Percentage of Target
2016 Annual
Incentive Award
Base Salary (1)
Target as Percentage of Base Salary
Payout as Percentage of Target(2)
2018 Annual
Incentive Award
A. Christopher Bakken, III$605,00070%125%$529,375$638,12570%122%$544,959
Marcus V. Brown$605,00070%130%$550,550$650,00070%120%$546,000
Leo P. Denault$1,200,000135%133%$2,154,600$1,260,000135%120%$2,041,200
David D. Ellis(3)
$——%—%$—
Haley R. Fisackerly$350,00040%120%$168,000$365,95940%117%$172,000
Laura R. Landreaux$308,00040%101%$124,000
Andrew S. Marsh$559,40870%130%$509,061$622,00070%122%$531,188
Phillip R. May, Jr.$356,65060%105%$224,690$381,55060%118%$270,000
Hugh T. McDonald(1)
$360,12150%44%$79,827
Sallie T. Rainer$319,47540%120%$153,348$338,12340%118%$159,000
Charles L. Rice, Jr.$280,42440%60%$67,302$230,00030%—%$—
Richard C. Riley$335,00040%125%$167,500$375,00060%100%$225,000
Roderick K. West$659,12070%100%$461,384$696,59870%115%$560,762

(1)PursuantThe target opportunities, as a percentage of salary, were determined based on the individual’s position and salary at the end of 2018. Such target opportunities for the Named Executive Officers did not change from the levels set in 2017, except for Ms. Landreaux’s and Mr. Riley’s, whose target opportunities increased due to their promotions during the termsyear, and Mr. Rice’s whose target opportunities decreased, as he was no longer serving in an officer position at year-end.
(2)The Named Executive Officers, who are members of the Office of the Chief Executive, may earn a maximum payout ranging from 0% to 200% of their target opportunity, not to exceed the EAM.
(3)As a new hire, Mr. Ellis was not eligible to participate in the Annual Incentive Plan Mr. McDonald received a pro-rated annual incentive award since he retired prior to the end of the performance year.for 2018.

Nuclear Retention Plan

Mr. Bakken participates in the Nuclear Retention Plan, a retention plan for officers and other leaders with expertise in the nuclear industry. The Personnel Committee authorized this plan to attract and retain key management and employee talent in the nuclear power field, a field that requires unique technical and other expertise that is in great demand in the utility industry. The plan provides for bonuses to be paid annually over a three-year service period with the bonus opportunity dependent on the participant’s management level and continued employment. Each annual payment is equal to an amount ranging from 15% to 30% of the employee’s base salary as of their date of enrollment in the plan. Mr. Bakken’s participation in the plan commenced in May 2016, and in accordance with the terms and conditions of the plan, in May 2017 and 2018, Mr. Bakken received, and in May 2019, subject to his continued employment, Mr. Bakken will receive a cash bonus equal to $181,500 or 30% of his May 1, 2016 base salary. This plan does not provide for accelerated or prorated payout upon termination of any kind.

Long-Term Incentive Compensation

Entergy Corporation’s goal for its long-term incentive compensation is to focus the executive officers on building shareholder value and to increase the executive officers’ ownership of Entergy Corporation’s common stock in order to more closely align their interest with those of its shareholders. In Entergy Corporation’s long-term incentive compensation programs, a mix of performance units, restricted stock, and stock options are used. Performance units reward the Named Executive Officers on the basis of total shareholder return, which is a measure of stock price appreciation and dividend payments, in relation to the companies in the Philadelphia Utility Index. Restricted stock ties the executive officers’ long-term financial interest to the long-term financial interests of Entergy Corporation’s shareholders. Stock options provide a direct incentive to increase the value of Entergy Corporation’s common stock. In general, Entergy Corporation seeks to allocate the total value of long-term incentive compensation 60% to performance units and 40% to a combination of stock options and restricted stock, equally divided in value, based on the value the compensation model seeks to deliver. Awards for individual Named Executive Officers may vary from this target as a result of individual performance, promotions, and internal pay equity.

TheAll of the outstanding performance units for the 2014-2016 and 2015-2017 performance periods were awarded under the 2011 Equity Ownership Plan and Long-Term Cash Incentive Plan (2011 Equity Ownership Plan) and the performance units for the 2016-2018 performance period and all of the shares of restricted stock and stock options and restricted stock units granted to the Named Executive Officers in 20162018 were granted pursuant to the 2015 Equity Ownership Plan (theor 2015 Equity OwnershipPlan. The 2015 Equity Plan together with the 2011 Equity Ownership Plan, the Equity Ownership Plans). The Equity Ownership Plans requirerequires both a change in control and an involuntary job loss or substantial diminution of duties (a “double trigger”) for the acceleration of these awards upon a change in control.

Performance Unit Program

Entergy Corporation issuesThe Named Executive Officers are issued performance unit awards to the Named Executive Officers under the Long-Term Performance Unit Program.

Each performance unit represents the value of one share of Entergy Corporation’s common stock at the end of the three-year performance period, plus dividends accrued during the performance period. The Personnel Committee sets payout opportunities for the program at the outset of each performance period, and the program is structured to reward Named Executive Officers only if performance goals approved by the Personnel Committee are met. The Personnel Committee has no discretion to make awards if minimum performance goals are not achieved.

The performance units granted under the Long-Term Performance Unit Program and accrued dividends on any shares earned during the performance period are settled in shares of Entergy Corporation common stock rather than cash. stock.
The Personnel Committee sets payout opportunities for the program at the outset of each performance period, with payouts only occurring if the performance goals are met.
Payouts under this program are not made if minimum performance goals are not achieved.
All shares paid out under the Long-Term Performance Unit Program are required to be retained by theEntergy Corporation’s officers until applicable executive stock ownership requirements are met.

The Long-Term Performance Unit Program specifies a minimum, target and maximum achievement level, the achievement of which will determine the number of performance units that may be earned by each participant. Entergy Corporation measuresFor the

2016-2018 and 2017-2019 performance periods, performance will be measured by assessing Entergy Corporation’s total shareholder return relative to the total shareholder return of the companies in the Philadelphia Utility Index, which Entergy Corporation refers to as its peer companies.Index. The Personnel Committee identified the Philadelphia Utility Index as the appropriate industry peer group for this purpose because the companies included in this index, in the aggregate, approximateare comparable to Entergy Corporation in terms of business and scale. The Personnel Committee chose relative total shareholder return as a performance measure of performance because it reflects Entergy Corporation’s creation of shareholder value relative to other electric utilities over the performance period. It also takes into account dividends paid by the companies in this index and normalizes certain events that affect the industry as a whole. Minimum, target and maximum performance levels are determined by reference to the ranking of Entergy Corporation’s total shareholder return against the total shareholder return of the companies in the Philadelphia Utility Index.

For the 2018-2020 performance period, performance will be measured using two performance measures - total shareholder return and cumulative adjusted Utility, Parent & Other earnings per share (UP&O Adjusted EPS), with each performance measure weighted equally. UP&O Adjusted EPS, which adjusts Entergy Corporation’s operational Utility, Parent & Other results to eliminate the impact of tax items and weather, was added as a performance measure since delivering steady, predictable growth at the Utility is an integral component of executing Entergy Corporation’s strategy, and it aligns with externally communicated Utility guidance. Similar to the way targets are established for the Annual Incentive Plan, targets for the UP&O Adjusted EPS performance measure were established by the Personnel Committee after the Board’s review of Entergy Corporation’s financial plan. These targets also incorporate exclusions similar to those used with the Annual Incentive Plan. Given the economic and market conditions at the time the targets were set, the target payout levels for the UP&O Adjusted EPS goal were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. Payout is based on achieving the performance goals established for each performance measure by the committee at the beginning of the performance period.

Performance Unit Program Grants. At any given time, a participant in the Long-Term Performance Unit Program may be participating in up to three performance periods. During 2016,2018, eligible participants were participating

in the 2014-2016, 2015-2017,2016-2018, 2017-2019 and 2016-20182018-2020 performance periods. Subject to achievement of the applicable performance levels as described below, the Personnel Committee established the following target performance unit payout opportunities for each of the 2014-2016, 2015-2017,2016-2018, 2017-2019 and 2016-20182018-2020 performance periods.

Named Executive Officer2014-2016 Target Opportunity2015-2017 Target Opportunity2016-2018 Target Opportunity
2016-2018
Target
2017-2019
 Target
2018-2020 Target
A. Christopher Bakken, III (1)
3,6397,2897,2898,3007,900
Marcus V. Brown9,4006,5508,2008,2008,3007,900
Leo P. Denault40,00033,10041,70041,70048,70042,700
David D. Ellis(2)
Haley R. Fisackerly2,2001,4501,8001,8001,8501,650
Laura R. Landreaux(3)
9251,375
Andrew S. Marsh9,4006,5508,2008,2008,3007,900
Phillip R. May, Jr.3,1002,0502,7002,7003,1502,550
Hugh T. McDonald(2)
1,711644
Sallie T. Rainer2,2001,4501,8001,8001,8501,650
Charles L. Rice, Jr.2,2001,4501,800
Richard C. Riley2,2001,4501,800
Charles L. Rice, Jr.(4)
1,500976321
Richard C. Riley(4)
1,9502,5002,400
Roderick K. West9,4006,5508,2008,2008,3007,900
(1)
As a new hire in 2016, Mr. Bakken didreceived a pro-rated target award opportunity for the 2016-2018 performance period.
(2)As of December 31, 2018, Mr. Ellis was not participatea participant in the 2014-2016 performance period, butLong-Term Performance Unit Program.
(3)When Ms. Landreaux became President, Entergy Arkansas, she received pro-rated target award opportunities for the 2015-20172017-2019 and 2018-2020 performance periods. As a new officer in 2018, Ms. Landreaux was not eligible to participate in the 2016-2018 performance periods.period.

(2)(4)In light of his anticipated retirementMr. Rice and Mr. Riley’s target opportunities were modified in May 2016, Mr. McDonald received a pro-rated target award opportunity for 2014-2016 and 2015-2017 and did not receive award opportunities for the 2016-2018 performance period.connection with their change in positions in 2018.

The range of potential payouts for the 2014-2016, 2015-2017,2016-2018 and 2016-20182017-2019 performance periods under the program is shown below.

Performance Level(1)
ZeroMinimumTargetMaximum
Total Shareholder Return4thFourth QuartileBottom of Third QuartileMedian percentileTop Quartile
PayoutNo PayoutMinimum Payout of 25% of target100% of target200% of Target
(1)Payouts for performance between achievement levels are calculated using straight-line interpolation, with no payouts for performance below the minimum achievement level.
    
ForAs noted above, for the 2015-20172018-2020 performance period, performance will be measured using two performance measures - total shareholder return and UP&O Adjusted EPS with each performance measure weighted equally. Under the 2018-2020 performance period, the performance goals and the payout opportunities associated with the relative total shareholder return metric are consistent with the 2016-2018 and 2017-2019 performance periods, there isas described above. Based on performance, the performance units allocated to the UP&O Adjusted EPS goal could range from 25% to 200% of the target opportunity, with no payoutpayment for performance that falls withinbelow the lowest quartile ofminimum performance of the peer companies, and for top quartile performance a maximum payout of 200% of target is earned. Payouts between minimum and target and between target and maximum are calculated by interpolating betweengoal. The Personnel Committee established the performance goals and range of potential payouts for the company at the top of the fourth quartile of2018-2020 performance of the peer companies and the median or between the median and the performance of the company at the bottom position of the top quartile of performance of the peer companies, respectively.period to encourage strong, focused performance.

Payout for the 2014-20162016-2018 Performance Period. In January 2017,2019, the Personnel Committee reviewed Entergy Corporation’s total shareholder return for the 2014-20162016-2018 performance period in order to determine the payout to participants for the 2014-2016 performance period.participants. The Committeecommittee compared Entergy Corporation’s total shareholder return against the total shareholder return of the companies that comprise the Philadelphia Utility Index, with the performance measures and range of potential payouts for the 2014-20162016-2018 performance period similar to thatas discussed above. As recommended by the Finance Committee, the Personnel Committee determinedconcluded that Entergy Corporation’s relative total shareholder return for the 2016-2018 performance period fell in the thirdsecond quartile, resulting in payouts toyielding a payout of 111% of target for the Named Executive Officers of 36% of target. Payouts under the performance unit program are made in shares of Entergy Corporation common stock. For the 2014-2016 performance period, the following numbers of shares of Entergy Corporation common stock, including dividend equivalents were issued:Officers.


Named Executive Officer
2014-2016
Target
Number of Shares Issued
Value of Shares Actually Issued(1)
Grant Date Fair Value
2016-2018
Target
Number of Shares Issued
Value of Shares Actually Issued(1)
Grant Date Fair Value
A. Christopher Bakken(2)
$—
A. Christopher Bakken, III(2)
7,2898,998$774,098$616,066
Marcus V. Brown9,4003,848$276,633$631,3048,20010,212$878,538$693,064
Leo P. Denault40,00016,375$1,177,199$2,686,40041,70051,933$4,467,796$3,524,484
David D. Ellis(3)
$—$—
Haley R. Fisackerly2,200900$64,701$147,7521,8002,241$192,793$152,136
Laura R. Landreaux(4)
$—$—
Andrew S. Marsh9,4003,848$276,633$631,3048,20010,212$878,538$693,064
Phillip R. May, Jr.3,1001,269$91,228$208,1962,7003,362$289,233$228,204
Hugh T. McDonald(3)
1,711678$48,741$114,911
Sallie T. Rainer2,200900$64,701$147,7521,8002,241$192,793$152,136
Charles L. Rice, Jr.2,200900$64,701$147,752
Richard C. Riley2,200900$64,701$147,752
Charles L. Rice, Jr.(5)
1,5001,894$162,941$126,780
Richard C. Riley(5)
1,9502,411$207,418$164,814
Roderick K. West9,4003,848$276,633$631,3048,20010,212$878,538$693,064

(1)Value determined based on the closing price of Entergy Corporation’s common stock on January 18, 201717, 2019 ($71.89)86.03), the date the Personnel Committee certified the 2014-20162016-2018 performance period results.
(2)As a new hire in 2016, Mr. Bakken was not eligible to participate inreceived a pro-rated target award opportunity for the 2014-20162016-2018 performance period.
(3)PursuantAs a new hire in 2018, Mr. Ellis was not eligible to participate in 2016-2018 performance period.
(4)As a new officer in 2018, Ms. Landreaux was not a participant in the terms of the Long-Term Performance Unit Program, 2016-2018 performance period.
(5)Mr. McDonaldRice and Mr. Riley experienced a change in officer status in 2018, and accordingly, each received a pro-rated award since he retired prior toopportunity for the end of the2016-2018 performance period.

Stock Options and Restricted Stock

Stock options and restricted stock are granted as a long-term incentive to the executive officers. As previously discussed,Factors used by the Personnel Committee considers several factors in determiningto determine the number of stock options and shares of restricted stock it will grant to theEntergy Corporation’s Named Executive Officers includinginclude Entergy Corporation and individual performance, internal pay equity, prevailing market practice, targeted long-term value created bywith the use of stock options and restricted stock, and the potential dilutive effect of stock option and restricted stock grants. The Committee’scommittee’s assessment of individual performance of each Named Executive Officer isother than Entergy Corporation’s Chief Executive Officer being the most important factor in determining the number of shares of restricted stock and stock options awarded exceptand comparative market data being the most important factor in determining Entergy Corporation’s Chief Executive Officer’s award levels. The Personnel Committee, in consultation with respect to theEntergy Corporation’s Chief Executive Officer, for whom comparative market data is the most important factor.reviews each other Named Executive Officer’s performance, role and responsibilities, strengths and developmental opportunities. Stock option and restricted stock awards for Entergy Corporation’s Chief Executive Officer are determined solely by the Personnel Committee on the basis of the same considerations. Mr. Denault’s 2016 awards are comparable to historical awards granted to Entergy Corporation’s Chief Executive Officer and reflect the decreased stock price at the time of grant.

The following table sets forth the number of stock options and shares of restricted stock granted to each Named Executive Officer in 2016.2018. The exercise price for each option was $70.56,$78.08, which was the closing price of Entergy Corporation’s common stock on the date of grant.

Named Executive OfficerStock OptionsShares of Restricted StockStock OptionsShares of Restricted Stock
A. Christopher Bakken, III(1)
40,5005,000
Marcus V. Brown45,0006,40040,5005,000
Leo P. Denault167,00015,700167,10015,700
David D. Ellis(1)
Haley R. Fisackerly6,7001,1006,600800
Laura R. Landreaux(2)
1,200
Andrew S. Marsh45,0006,40049,0005,200
Phillip R. May, Jr.9,6001,4009,9001,000
Hugh T. McDonald(2)
Sallie T. Rainer6,7001,1006,600800
Charles L. Rice, Jr.6,7001,100400600
Richard C. Riley4,7001,0509,9001,100
Roderick K. West41,0006,00042,5005,200
(1)As a new hire, Mr. BakkenEllis was not eligible to receive stock options or restricted stock in 2016.2018.
(2)
In lightStock options are awarded only to individuals who are officers at the time of his upcoming retirement in May 2016, Mr. McDonald didgrant. Ms. Landreaux was not eligible to receive any stock options or restricted stockin 2018 because she was not an officer when the awardsgrants were determinedmade in January 2016.
2018.

Restricted Stock Units

Restricted stock units granted under the 2015 Equity Ownership Plan represent phantom shares of Entergy Corporation common stock (i.e., non-stock interests that have an economic value equivalent to a share of its common stock). Entergy Corporation occasionally grants restricted stock units for retention purposes, to offset forfeited compensation from a previous employer or for other limited purposes. If all conditions of the grant are satisfied, restrictions on the restricted units lift at the end of the restricted period, and the restricted stock units are settled in shares of Entergy Corporation common stock. Restricted stock units are generally service-based awards for which restrictions lift, subject to continued employment, generally over a two- to five-year period.

On April 6, 2016, in connection with the commencement of his employment as Chief Nuclear Officer, the Personnel Committee granted Mr. Bakken 30,000 restricted stock units. Mr. Bakken’s award was made in part to recruit him to join Entergy, to offset compensation that Mr. Bakken forfeited by joining Entergy, in recognition of his leadership role as Chief Nuclear Officer to transform the nuclear fleet, and to encourage retention of his leadership in light of his marketability as a chief nuclear officer.

Mr. Bakken’s restricted stock units will vest and be settled in shares of Entergy Corporation’s common stock in three equal installments on April 6, 2019, April 6, 2022, and April 6, 2025, provided that he remains continually employed as Chief Nuclear Officer or in a comparable position through each vesting date. Pursuant to his restricted stock unit agreement, if Mr. Bakken’s employment terminates due to total disability or death, then he will vest in and be paid the 10,000 restricted stock units that otherwise would have vested had he satisfied the vesting conditions of the restricted stock unit agreement through the next vesting date to occur following the date of his death or total disability. Additionally, if Mr. Bakken’s employment is terminated by his Entergy employer other than for cause on or before April 5, 2019, then he will vest in and be paid the 10,000 restricted stock units in which he otherwise would have vested on April 6, 2019, subject to Mr. Bakken timely executing and not revoking a release of claims against Entergy Corporation and its affiliates. In the event of a change in control, the unvested restricted stock units will fully vest upon Mr. Bakken’s termination of employment by his Entergy employer without cause or by Mr. Bakken with good reason during a change in control period (as defined in the 2015 Equity Ownership Plan). Otherwise, if Mr. Bakken voluntarily resigns or is terminated, he will forfeit all unvested stock units.

Benefits and Perquisites

Entergy’sEntergy Corporation’s Named Executive Officers are eligible to participate in or receive the following benefits:
Plan TypeDescription
Retirement Plans
Entergy Corporation-sponsored:

Entergy Retirement Plan - a tax-qualified final average pay defined benefit pension plan that covers a broad group of employees hired before July 1, 2014.
Cash Balance Plan - a tax-qualified cash balance defined benefit retirementpension plan that covers a broad group of employees hired on or after July 1, 2014.
Pension Equalization Plan - a non-qualified pension restoration plan for a select group of management or highly compensated employees who participate in the Entergy Retirement Plan.
Cash Balance Equalization Plan - a non-qualified restoration plan for a select group of management or highly compensated employees who participate in the Cash Balance Plan.
System Executive Retirement Plan - a non-qualified supplemental retirement plan for individuals who became executive officers before July 1, 2014.

See the 20162018 Pension Benefits Table for additional information regarding the operation of the plans described above.
Savings PlanEntergy Corporation-sponsored 401(k) Savings Plan that covers a broad group of employees.
Health & Welfare Benefits
Medical, dental, and vision coverage, life and accidental death and dismemberment insurance, business travel accident insurance, and long-term disability insurance.

Eligibility, coverage levels, potential employee contributions, and other plan design features are the same for the Named Executive Officers as for the broad employee population.
20162018 PerquisitesCorporate aircraft usage, annual mandatory physical exams, relocation assistance, and event tickets. The Named Executive Offices who are members of the Office of the Chief Executive members do not receive tax gross ups on any benefits, except for relocation assistance.

Named Executive Officers who are not members of the Office of the Chief Executive also were provided in 20162018 with club dues housing allowances, where appropriate, and tax gross up payments on some perquisites.

For additional information regarding perquisites, see the “All Other Compensation” column in the 20162018 Summary Compensation Table.
Deferred CompensationThe Named Executive Officers are eligible to defer up to 100% of their base salary and Annual Incentive Plan awards into the Entergy Corporation-sponsoredCorporation sponsored Executive Deferred Compensation Plan.
Executive Disability PlanEligible individuals who become disabled under the terms of the plan are eligible for 65% of the difference between their annual base salary and $276,923 (i.e. the annual base salary that produces the maximum $15,000 monthly disability payment under the general long-term disability plan).

Entergy Corporation provides these benefits to itsthe Named Executive Officers as part of providing a competitive executive compensation program and because it believes that these benefits are important retention and recruitment tools since many if not all, of the companies with which Entergy Corporationit competes for executive talent provide similar arrangements to their senior executive officers.


Compensation Arrangements

Mr. Bakken’s Employment
In connection with the commencement of his employment, Mr. Bakken received a sign-on bonus of $650,000Severance and received a grant of 30,000 restricted stock units on April 6, 2016, the terms of which are previously described. Mr. Bakken is also eligible for certain relocation benefits pursuant to Entergy Corporation’s Relocation Assistance Policy and to certain additional relocation benefits, including the direct purchase of his home at an agreed upon price, which the Personnel Committee determined was necessary to facilitate Mr. Bakken's transition to Entergy Corporation and to mitigate the expenses associated with his relocation. Mr. Bakken’s sign-on bonus and certain of his relocation benefits are subject to forfeiture if Mr. Bakken terminates his service prior to the one year anniversary of his date of hire.

Mr. Bakken is expected to be eligible to participate in the annual and long-term incentive plans at the same level as the other Named Executive Officers who are members of the Office of the Chief Executive, except Mr. Denault. Mr. Bakken was not eligible to participate in the 2014-2016 performance period, but received pro-rated target award opportunities for the 2015-2017 and 2016-2018 performance periods, in accordance with the terms of the program. Mr. Bakken also participates in the Cash Balance Plan and the Cash Balance Equalization Plan, retirement plans that are available to all eligible executive officers hired on or after July 1, 2014. For more information about the Cash Balance Plan and the Cash Balance Equalization Plan, see “2016 Pension Benefits.” Beginning in 2017, Mr. Bakken also is eligible to participate in the annual stock option and restricted stock programs.

Mr. Bakken also participates in the Nuclear Retention Plan, a retention plan for officers and other leaders with expertise in the nuclear industry. The Personnel Committee authorized this plan to attract and retain key management and employee talent in the nuclear power field, a field that requires unique technical and other expertise that is in great demand in the utility industry. The plan provides for bonuses to be paid annually over a three-year employment period with the bonus opportunity dependent on the participant’s management level and continued employment. Each annual payment is equal to an amount ranging from 15% to 30% of the employee’s base salary as of their date of enrollment in the plan. Mr. Bakken’s participation in the plan commenced in May 2016 and in accordance with the terms and conditions of the plan, in May 2017, 2018, and 2019, subject to his continued employment, Mr. Bakken will receive a cash bonus equal to 30% of his base salary as of May 1, 2016. This plan does not allow for accelerated or pro-rated payout upon termination of any kind. The three year coverage period and percentage of base salary payable under the plan are consistent with the terms of participation of other senior nuclear officers who participate in this plan.

The terms of Mr. Bakken’s employment were reviewed by the Personnel Committee, were determined based on competitive market data, and were designed to reflect the competition for chief nuclear officer talent in the marketplace and the Committee’s assessment of the critical role this position plays in transforming the nuclear fleet and to encourage retention of his leadership in light of his marketability as a chief nuclear officer.

Post-Termination Agreements andOther Compensation Arrangements

The Personnel Committee believes that retention and transitional compensation arrangements are an important part of overall compensation. The Committee believes that these arrangementscompensation as they help to secure the continued employment and dedication of the Named Executive Officers, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Personnel Committee believes that these arrangements are important as recruitment and retention devices, as all or nearly allmany of the companies with which Entergy Corporation competes for executive talent have similar arrangements in place for their senior employees.

To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan under which each of the Named Executive Officers isexecutive officers, defined as ML level 1 through 4 officers (ML 1-4 Officers), are entitled to receive “change in control” payments and benefits if such officer’s employment is involuntarily terminated in connection with a change in control of Entergy Corporation.Corporation and its subsidiaries. Severance payments under the System Executive Continuity Plan generally are based on a multiple of the sum of an executive officer’s annual base salary plus his or her average Annual Incentive Plan award for the two calendar years immediately preceding the calendar year in which the termination of employment occurs. Under the policy, under no circumstances can this multiple

exceed 2.99 times the sum of (a) the executive officer’s annual base salary as in effect at any time within one year prior to the commencement of a change in control periodand his or if higher, immediately prior to a circumstance constituting good reason plus (b) hisher annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Plan for the two calendar years immediately preceding the calendar year in which the officer’s termination occurs, or if higher, the annual incentive award actually received under the Annual Incentive Plan for the calendar year immediately preceding the calendar year in which the termination of employment occurs.accordance with this policy. Entergy Corporation strives to ensure that the benefits and payment levels under the System Executive Continuity Plan are consistent with market practices. TheEntergy Corporation’s executive officers, including the Named Executive Officers, willare not receiveentitled to any tax gross up payments on any severance benefits received under this plan. For more information regarding the System Executive Continuity Plan, see “2016“2018 Potential Payments Upon Termination or Change in Control-System Executive Continuity Plan.Control.

In certain cases, the Personnel Committee may approve the execution of a retention agreement with an individual executive officer. These decisions are made on a case by case basis to reflect specific retention needs or other factors, including market practice. If a retention agreement is entered into with an individual officer, the Committeecommittee considers the economic value associated with that agreement in making overall compensation decisions for that officer. Entergy Corporation has voluntarily adopted a policy that any employment or severance agreements providing severance benefits in excess of 2.99 times the sum of an officer’s annual base salary and annual incentive award (other than the value of the vesting or payment of an outstanding equity-based award or the pro rata vesting or payment of an outstanding long-term incentive award) must be approved by itsEntergy Corporation’s shareholders.

Mr. Denault

Entergy Corporation currently has a retention agreement with Mr. Denault. In general, Mr. Denault’s retention agreement provides for certain payments and benefits in the event of his termination of employment by his Entergy employer other than for cause, by Mr. Denault for good reason or on account of his death or disability. See “2016“2018 Potential Payments Upon Termination or Change in Control - Mr. Denault’s 2006 Retention Agreement.” Because Mr. Denault has reached age 55, certain severance payment provisions in his retention agreement no longer apply. Mr. Denault willis not entitled to receive tax gross up payments on any payments or benefits he may receive under his agreement. Mr. Denault’s retention agreement was entered into in 2006 when he was Entergy Corporation’s Chief Financial Officer and was designed to reflect the competition for chief financial officer talent in the marketplace at that time and the Personnel Committee’s assessment of the critical role this position played in executing Entergy Corporation’s long-term financial and other strategic objectives. Based on the market data provided by its former independent compensation consultant, the Committee believescommittee, at the time the agreement was entered into, believed the benefits and payment levels under Mr. Denault’s retention agreement arewere consistent with market practices.

For additional information regardingMr. Bakken

In connection with the Systemcommencement of his employment, Entergy Corporation provided Mr. Bakken relocation assistance to facilitate his move to Jackson, Mississippi where Entergy Corporation’s nuclear fleet corporate headquarters is located. As part of that relocation assistance, Entergy Corporation agreed to provide Mr. Bakken with certain relocation benefits, including the purchase of Mr. Bakken’s house at a fixed price which the Personnel Committee

determined was necessary to facilitate Mr. Bakken’s transition to Entergy Corporation and to mitigate the expenses associated with his relocation. The terms of Mr. Bakken’s employment, including the relocation assistance, were reviewed by the Personnel Committee, were determined based on competitive market data, and were designed to reflect the competition for chief nuclear officer talent in the marketplace and the committee’s assessment of the critical role this position plays in transforming the nuclear fleet and to encourage retention of his leadership in light of his marketability as a chief nuclear officer.

Mr. Ellis

In connection with the commencement of his employment as President, Entergy New Orleans, Mr. Ellis is eligible for certain relocation benefits pursuant to our Relocation Assistance Policy including assistance with moving expenses, transportation of household goods and assistance with the sale of his home. Mr. Ellis also received a sign-on bonus of $200,000 when he assumed this role. Mr. Ellis’s sign-on bonus and certain of his relocation benefits are subject to forfeiture under certain circumstances if Mr. Ellis’ employment is terminated within two years of the commencement of his employment.

Mr. Ellis is eligible to participate in our annual and long-term incentive plans at the same level as the other Chief Executive ContinuityOfficers of the Utility operating companies, except Mr. May. Mr. Ellis was not eligible to participate in the 2016-2018 performance period, but received pro-rated target award opportunities for the 2017- 2019 and 2018-2020 performance periods in January 2019, in accordance with the terms of the program. Mr. Ellis also participates in our Cash Balance Plan and our Cash Balance Equalization Plan, retirement plans that are available to all eligible executive officers hired on or after July 1, 2014. For more information about the Cash Balance Plan and our Cash Balance Equalization Plan, see “2018 Pension Benefits.” Beginning in 2019, Mr. Denault’s retention agreement described above, see “2016 Potential Payments Upon Termination or ChangeEllis also is eligible to participate in Control.”our annual stock option and restricted stock programs.

Mr. Riley

When Mr. Riley assumed the position of Senior Vice President, Distribution Operations and Asset Management, Entergy Services, LLC, he was required to relocate from Arkansas to Entergy Corporation’s corporate office in New Orleans. To facilitate the transition to this new role, Entergy Corporation provided Mr. Riley relocation assistance pursuant to our Relocation Assistance Policy, including assistance with moving expenses, transportation of household goods and assistance with the sale of his home.

Compensation Policies and Practices

Entergy Corporation strives to ensure that its compensation philosophy and practices are in line with the best practices of companies in its industry as well as other companies in the S&P 500. Some of these practices include the following:

Clawback Provisions

Entergy Corporation has adopted a clawback policy that covers all individuals subject to Section 16 of the Exchange Act, including all of the members of the Office of the Chief Executive.Executive, and the other Named Executive Officers. Under the policy, which goes beyond the requirements of Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), the Personnel Committee will require reimbursement of incentives paid to these executive officers where:

(i) the payment was predicated upon the achievement of certain financial results with respect to the applicable performance period that were subsequently determined to be the subject of a material restatement other than a restatement due to changes in accounting policy; or (ii) a material miscalculation of a performance award occurs, whether or not the financial statements were restated and, in either such case, a lower payment would have been made to the executive officer based upon the restated financial results or correct calculation; or

in the Board of Directors’ view, the executive officer engaged in fraud that caused or partially caused the need for a restatement or caused a material miscalculation of a performance award, in each case, whether or not the financial statements were restated.

The amount the Personnel Committee requires to be reimbursed is equal to the excess of the gross incentive payment made over the gross payment that would have been made if the original payment had been determined based on the restated financial results or correct calculation. Further, following a material restatement of Entergy Corporation’s financial statements, Entergy Corporation will seek to recover any compensation received by itsEntergy Corporation’s Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under Section 304 of the Sarbanes-Oxley Act of 2002.Sarbanes-Oxley.

Stock Ownership Guidelines and Share Retention Requirements

For many years, Entergy Corporation has had stock ownership guidelines for executives, including the Named Executive Officers. These guidelines are designed to align the executives’ long-term financial interests with thosethe interests of Entergy Corporation’s shareholders. Annually, the Personnel Committee monitors the executive officers’ compliance with these guidelines.

The ownership guidelines are as follows:

RoleValue of Common Stock to be Owned
Chief Executive Officer6 times base salary
Executive Vice Presidents3 times base salary
Senior Vice Presidents2 times base salary
Vice Presidents1 time base salary

Further, to ensurefacilitate compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:

all net after-tax shares paid out under the Long-Term Performance Unit Program;
all net after-tax shares of the restricted stock and restricted stock units received upon vesting; and
at least 75% of the after-tax net shares received upon the exercise of Entergy Corporation stock options, except for stock options granted before January 1, 2014, as to which the executive officer must retain at least 75% of the after-tax net shares until the earlier of achievement of the stock ownership guidelines or five years from the date of exercise.options.

Trading Controls and Anti-Pledging and Anti-Hedging Policies

Executive officers, including the Named Executive Officers, are required to receive the permission of Entergy Corporation’s General Counsel prior to entering into any transaction involving itsEntergy Corporation securities, including gifts, other than the exercise of employee stock options. Trading is generally permitted only during specified open trading windows occurringbeginning immediately following the release of earnings. Employees, who are subject to trading restrictions, including the Named Executive Officers, may enter into trading plans under Rule 10b5-1 of the Exchange Act, but these trading plans may be entered into only during an open trading window and must be approved by Entergy Corporation. The Named Executive Officer bears full responsibility if he or she violates thisEntergy Corporation’s policy by permitting shares to be bought or sold without pre-approval or when trading is restricted.

Entergy Corporation also prohibits its directors and executive officers, including the Named Executive Officers, from pledging any Entergy Corporation securities or entering into margin accounts involving itsEntergy Corporation securities. Entergy Corporation prohibits these transactions because of the potential that sales of Entergy Corporation securities could occur outside trading periods and without the required approval of the General Counsel.

AnEntergy Corporation also has adopted an anti-hedging policy has also been adopted that prohibits officers, directors, and employees from entering into hedging or monetization transactions involving Entergy Corporation’s common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles or equity swaps or other derivatives that are directly linked to Entergy Corporation’s common stock or transactions

involving “short-sales” of Entergy Corporation’sits common stock. The Entergy Corporation Board adopted this policy to require officers, directors, and employees to continue to own Entergy Corporation stock with the full risks and rewards of ownership, thereby ensuring continued alignment of their objectives with those of itsEntergy Corporation’s other shareholders.


How Entergy Corporation Makes Compensation Decisions Are Made

Role of the Personnel Committee
The Personnel Committee is responsible for overseeing the development and administration of the compensation and benefits policies and programs. The committee, which consists of three independent directors, is responsible for the review and approval of all aspects of the executive compensation programs. Among its duties, the Personnel Committee is responsible for formulating the compensation recommendations for Entergy Corporation’s Chief Executive Officer and approving all compensation recommendations for all members of the Office of Chief Executive, including:

Annual review of the compensation elements and mix of elements for the following year;
Annual review and approval of incentive program design, goals and objectives for alignment with Entergy Corporation’s compensation and business strategies;
Evaluation of company and individual performance results in light of these goals and objectives;
Evaluation of the competitiveness of each executive officer’s total compensation package;
Approval of any changes to Entergy Corporation’s officers’ total compensation package, including but not limited to, base salary, annual and long-term incentive award opportunities, and retention programs;
Evaluation of the performance of Entergy Corporation’s Chairman and Chief Executive Officer; and
Reporting, at least annually, to the Board on succession planning.

The Personnel Committee has overall responsibility for approving theis supported in its work by its independent compensation program for the Named Executive Officersconsultant and makes all final compensation decisions regarding Entergy Corporation’s Named Executive Officers. The Committee works with Entergy Corporation’s executive management to ensure that the compensation policies and practices are consistent with itsEntergy Corporation’s values and support the successful recruitment, development and retention of executive talent so that Entergy Corporation can achieve its business objectives and optimize its long-term financial returns. Each year, Entergy Corporation’s Senior Vice President, Human Resources presents the proposed compensation model for the following year, including the compensation elements, mix of elements and measures for each element, and consults with Entergy Corporation’s Chief Executive Officer on recommended compensation for senior executives. The Committee evaluates executive pay each year to ensure that the compensation policies and practices are consistent with Entergy Corporation’s philosophy. The Personnel Committee is responsible for, among its other duties, the following actions related to the Named Executive Officers:

developing and implementing compensation policies and programs for hiring, evaluating, and setting compensation for the executive officers, including any employment agreement with an executive officer;
evaluating the performance of Entergy Corporation’s Chairman and Chief Executive Officer; and
reporting, at least annually, to the Board on succession planning, including succession planning for the Chief Executive Officer.

Role of the Chief Executive Officer

TheWithin the framework of the compensation programs approved by the Personnel Committee solicits recommendations fromand competitive data, each year Entergy Corporation’s Chief Executive Officer makes recommendations with respect to compensation decisions for the Named Executive Officers who are members of Entergy Corporation’sthe Office of the Chief Executive. Entergy Corporation’s Chief Executive Officer provides the Personnel Committee with an assessment of the performance of each of thesethe other Named Executive Officers and recommends compensation levels to be awarded to each of them. In addition, the Committeecommittee may request that the Chief Executive Officer provide management feedback and recommendations on changes in the design of the executive compensation programs, such as special retention plans or changes in the structure of bonus programs.incentive program structure. However, theEntergy Corporation’s Chief Executive Officer does not play any role with respect to any matter affecting his own compensation, nor does he have any role determining or recommendingand is not present when the amount or form of directorcommittee discusses and formulates his compensation. The Personnel Committee also relies on the recommendations of Entergy Corporation’s Senior Vice President,the most senior Human ResourcesResources’ officer with respect to compensation decisions, policies and practices.

Entergy Corporation’s Chief Executive Officer may attend meetings of the Personnel Committee only at the invitation of the chair of the Personnel Committee and cannot call a meeting of the Committee.committee. Since he is not a member of the Committee,committee, he has no vote on matters submitted to the Committee.committee. During 2016,2018, Mr. Denault attended 6 meetings of the Personnel Committee.

Role of the Compensation Consultant

Entergy Corporation’sThe Personnel Committee has the sole authority for the appointment, compensation, and oversight of its outside compensation consultant. The Committee conducts an annual review of the compensation consultant, and in 2016,2018, it retained Pay Governance LLC as its independent compensation consultant to assist it in, among other things, evaluating different compensation practices and programs and developing market data to assess theEntergy Corporation’s compensation programs. Also in 2016,2018, the Corporate Governance Committee retained Pay Governance to review and perform a competitive analysis of non-employee director compensation.


During 2016,2018, Pay Governance assisted the Personnel Committee with its responsibilities related to Entergy Corporation’s compensation programs for its executives. The Committeecommittee directed Pay Governance to: (i) regularly attend meetings of the Committee;committee; (ii) conduct studies of competitive compensation practices; (iii) identify Entergy Corporation’s market surveys and proxy peer group; (iv) review base salary, annual incentives, and long-term incentive compensation opportunities relative to competitive practices; and (v) develop conclusions and recommendations related to the executive compensation plan of Entergy Corporationprograms for consideration by the Committee.committee. A senior consultant from Pay Governance attended all Personnel Committee meetings to which he was invited in 2016.2018.

The Personnel Committee has the sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services evaluate its performance and terminate its engagement.

Compensation Consultant Independence

To maintain the independence of the Personnel Committee’s compensation consultant, the Board has adopted a policy that any consultant (including its affiliates) retained by the Board of Directors or any Committeecommittee of the Board of Directors to provide advice or recommendations on the amount or form of executive or director compensation should not be retained by Entergy Corporation or any of its affiliates to provide other services in an aggregate amount that exceeds $120,000 in any year. In 2016, the Personnel Committee’s independent compensation consultant, Pay Governance did not provide any services to Entergy Corporation other than its services tomanagement in 2018.

Annually, the Personnel Committee and the Corporate Governance Committee. Annually, the Committee reviews the relationship with its compensation consultant, including services provided, quality of those services, and fees associated with services in its evaluation of the executive compensation consultant’s independence. The Committeecommittee also assesses Pay Governance’s independence under NYSE rules and has concluded that no conflictconflicts of interests existsinterest exist that would prevent Pay Governance from independently advising the Personnel Committee.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (“the Code”) limits the tax deductibility by a publicly held corporation of compensation in excess of $1 million paid to Entergy Corporation’s Chief Executive Officer or any of its other Named Executive Officers who may be Section 162(m) covered employees, unless that compensation is “performance-based compensation” within the meaning of Section 162(m). The Personnel Committee considers deductibility under Section 162(m) as it structures the compensation packages that are provided to its Named Executive Officers. Likewise, the Personnel Committee considers financial accounting consequences as it structures the compensation packages that are provided to Entergy Corporation’s Named Executive Officers. However, the Personnel Committee and the Board believe that it is in the best interest of Entergy Corporation that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee, as well as other corporate goals that the Committee deems important to Entergy Corporation’s success, such as encouraging employee retention and rewarding achievement of key goals.


PERSONNEL COMMITTEE REPORT

The Personnel Committee Report included in the Entergy Corporation Proxy Statement is incorporated by reference, but will not be deemed to be “filed” in this Annual Report on Form 10-K. None of the Subsidiaries has a compensation committee or other board committee performing equivalent functions. The board of directors of each of the Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Subsidiaries.



EXECUTIVE COMPENSATION TABLES

20162018 Summary Compensation Tables

The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal year ended December 31, 2016,2018, and to the extent required by SEC executive compensation disclosure rules, the fiscal years ended December 31, 20152017 and 2014.2016.  For information on the principal positions held by each of the Named Executive Officers, see Item 10, “Directors and Executive Officers of the Registrants.”  

The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies.  For additional information regarding the material terms of the awards reported in the following tables, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and Analysis.”
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
 
 
 
 
 
 
Name and Principal Position
(1)
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
Salary
(2)
 
 
 
 
 
 
 
Bonus
(3)
 
 
 
 
 
 
Stock
Awards
 (4)
 
 
 
 
 
 
Option
Awards
 (5)
 
 
 
 
Non-Equity
Incentive
Plan
Compen-sation
(6)
 
Change in
Pension
Value and
Non-qualified
Deferred
Compen-sation
Earnings
 (7)
 
 
 
 
 
All
Other
Compens-ation
 
 (8)
 
 
 
 
 
 
 
Total
 
A. Christopher 2016 
$426,990
 
$650,000
 
$3,292,700
 
$—
 
$529,375
 
$27,900
 
$140,601
 
$5,067,566
  Bakken, III                  
Chief Nuclear                  
Officer of Entergy                  
Corp.                  
                   
Marcus V. Brown 2016 
$563,208
 
$—
 
$1,144,648
 
$333,000
 
$550,550
 
$934,600
 
$34,381
 
$3,560,387
General Counsel of                  
Entergy Corp.                  
                   
Leo P. Denault 2016 
$1,191,462
 
$—
 
$4,632,276
 
$1,235,800
 
$2,154,600
 
$4,166,800
 
$97,786
 
$13,478,724
Chairman of the 2015 
$1,153,385
 
$—
 
$4,356,362
 
$1,004,080
 
$1,681,875
 
$4,802,400
 
$88,795
 
$13,086,897
Board and CEO - 2014 
$1,103,173
 
$—
 
$3,564,463
 
$923,260
 
$2,597,400
 
$3,578,200
 
$57,538
 
$11,824,034
Entergy Corp.                  
                   
Haley R. Fisackerly 2016 
$320,067
 
$—
 
$229,752
 
$49,580
 
$168,000
 
$268,600
 
$34,243
 
$1,070,242
CEO - Entergy 2015 
$320,131
 
$—
 
$219,994
 
$51,345
 
$190,000
 
$102,300
 
$43,987
 
$927,757
Mississippi 2014 
$300,941
 
$—
 
$236,190
 
$50,518
 
$193,878
 
$281,100
 
$33,311
 
$1,095,938
                  

Andrew S. Marsh 2016 
$553,284
 
$—
 
$1,144,648
 
$333,000
 
$509,061
 
$593,700
 
$47,484
 
$3,181,177
Executive Vice 2015 
$532,245
 
$—
 
$2,600,401
 
$273,840
 
$508,308
 
$670,200
 
$39,131
 
$4,624,125
President and CFO - 2014 
$512,721
 
$—
 
$940,837
 
$304,850
 
$706,388
 
$750,900
 
$26,722
 
$3,242,418
Entergy Corp.,                  
Entergy Arkansas, 
























Entergy Louisiana, 
























Entergy Mississippi,                  
Entergy New                  
Orleans, Entergy                 

Texas                 

                   
Phillip R. May, Jr. 2016 
$353,690
 
$—
 
$326,988
 
$71,040
 
$224,690
 
$600,000
 
$26,018
 
$1,602,426
CEO - Entergy 2015 
$344,035
 
$—
 
$279,406
 
$57,050
 
$315,000
 
$288,100
 
$25,970
 
$1,309,561
Louisiana 2014 
$335,997
 
$—
 
$321,902
 
$69,680
 
$263,835
 
$546,000
 
$20,641
 
$1,558,055
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
 
 
 
 
 
 
Name and Principal Position
(1)
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
Salary
(2)
 
 
 
 
 
 
 
Bonus
(3)
 
 
 
 
 
 
Stock
Awards
 (4)
 
 
 
 
 
 
Option
Awards
 (5)
 
 
 
 
Non-Equity
Incentive
Plan
Compen-sation
(6)
 
Change in
Pension
Value and
Non-qualified
Deferred
Compen-sation
Earnings
 (7)
 
 
 
 
 
All
Other
Compens-ation
 
 (8)
 
 
 
 
 
 
 
Total
 
A. Christopher Bakken, III 2018 
$632,967
 
$181,500
 
$1,041,479
 
$283,095
 
$544,959
 
$108,700
 
$452,012
 
$3,244,712
Executive Vice President and 2017 
$615,791
 
$181,500
 
$959,376
 
$245,904
 
$559,973
 
$33,000
 
$114,494
 
$2,710,038
Chief Nuclear Officer of Entergy Corp. 2016 
$426,990
 
$650,000
 
$3,292,700
 
$—
 
$529,375
 
$27,900
 
$140,601
 
$5,067,566
                   
Marcus V. Brown 2018 
$644,231
 
$—
 
$1,041,479
 
$283,095
 
$546,000
 
$371,800
 
$61,885
 
$2,948,490
Executive Vice President and 2017 
$622,788
 
$—
 
$1,022,853
 
$287,760
 
$568,890
 
$1,217,200
 
$43,269
 
$3,762,760
General Counsel of Entergy Corp.

 2016 
$563,208
 
$—
 
$1,144,648
 
$333,000
 
$550,550
 
$934,600
 
$34,381
 
$3,560,387
                   
Leo P. Denault 2018 
$1,251,346
 
$—
 
$4,744,977
 
$1,168,029
 
$2,041,200
 
$982,800
 
$138,104
 
$10,326,456
Chairman of the 2017 
$1,221,346
 
$—
 
$4,676,190
 
$1,173,276
 
$2,142,045
 
$3,819,500
 
$125,863
 
$13,158,220
Board and CEO - 2016 
$1,191,462
 
$—
 
$4,632,276
 
$1,235,800
 
$2,154,600
 
$4,166,800
 
$97,786
 
$13,478,724
Entergy Corp.                  
                   
David D. Ellis 2018 
$7,258
 
$200,000
 
$—
 
$—
 
$—
 
$600
 
$35,308
 
$243,166
CEO - Entergy                  
New Orleans                  
                   
Haley R. Fisackerly 2018 
$363,089
 
$—
 
$198,449
 
$46,134
 
$172,000
 
$—
 
$35,982
 
$815,654
CEO - Entergy 2017 
$354,451
 
$—
 
$192,041
 
$49,704
 
$169,123
 
$406,300
 
$35,724
 
$1,207,343
Mississippi 2016 
$320,067
 
$—
 
$229,752
 
$49,580
 
$168,000
 
$268,600
 
$34,243
 
$1,070,242
                  

Laura R. Landreaux 2018 
$246,136
 
$—
 
$273,062
 
$—
 
$124,000
 
$21,500
 
$10,741
 
$675,439
CEO - Entergy                  
Arkansas                  

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and Principal Position
(1)
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
Salary
(2)
 
 
 
 
 
 
 
Bonus
(3)
 
 
 
 
 
 
Stock
Awards
 (4)
 
 
 
 
 
 
Option
Awards
 (5)
 
 
 
 
Non-Equity
Incentive
Plan
Compen-sation
(6)
 
Change in
Pension
Value and
Non-qualified
Deferred
Compen-sation
Earnings
 (7)
 
 
 
 
 
All
Other
Compens-ation
 
 (8)
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
Salary
(2)
 
 
 
 
 
 
 
Bonus
(3)
 
 
 
 
 
 
Stock
Awards
 (4)
 
 
 
 
 
 
Option
Awards
 (5)
 
 
 
 
Non-Equity
Incentive
Plan
Compen-sation
(6)
 
Change in
Pension
Value and
Non-qualified
Deferred
Compen-sation
Earnings
 (7)
 
 
 
 
 
All
Other
Compens-ation
 
 (8)
 
 
 
 
 
 
 
Total
 
Hugh T. McDonald 2016 
$167,595
 
$—
 
$—
 
$—
 
$79,826
 
$476,100
 
$32,184
 
$755,705
Former CEO - 2015 
$371,602
 
$—
 
$206,509
 
$41,076
 
$360,000
 
$127,200
 
$65,749
 
$1,172,136
Entergy Arkansas 2014 
$350,104
 
$—
 
$229,873
 
$47,905
 
$228,879
 
$400,800
 
$48,766
 
$1,306,327
Andrew S. Marsh 2018 
$615,654
 
$—
 
$1,057,095
 
$342,510
 
$531,188
 
$—
 
$57,638
 
$2,604,085
Executive Vice 2017 
$588,291
 
$—
 
$1,022,853
 
$287,760
 
$541,800
 
$801,900
 
$51,647
 
$3,294,251
President and CFO - 2016 
$553,284
 
$—
 
$1,144,648
 
$333,000
 
$509,061
 
$593,700
 
$47,484
 
$3,181,177
Entergy Corp.,                
Entergy Arkansas,                
Entergy Louisiana,                
Entergy Mississippi,                
Entergy New                
Orleans, Entergy                
Texas                
                
Phillip R. May, Jr. 2018 
$377,108
 
$—
 
$288,238
 
$69,201
 
$270,000
 
$—
 
$26,874
 
$1,031,421
CEO - Entergy 2017 
$363,410
 
$—
 
$302,493
 
$68,670
 
$300,000
 
$503,400
 
$26,981
 
$1,564,954
Louisiana 2016 
$353,690
 
$—
 
$326,988
 
$71,040
 
$224,690
 
$600,000
 
$26,018
 
$1,602,426
               

                
Sallie T. Rainer 2016 
$316,003
 
$—
 
$229,752
 
$49,580
 
$153,348
 
$346,300
 
$53,797
 
$1,148,780
 2018 
$335,263
 
$—
 
$198,449
 
$46,134
 
$159,000
 
$—
 
$35,379
 
$774,225
CEO - Entergy 2015 
$304,783
 
$—
 
$211,004
 
$43,358
 
$190,000
 
$189,100
 
$41,565
 
$979,810
 2017 
$325,737
 
$—
 
$195,567
 
$51,012
 
$156,259
 
$435,900
 
$35,785
 
$1,200,260
Texas 2014 
$296,288
 
$—
 
$236,190
 
$50,518
 
$171,500
 
$504,000
 
$32,250
 
$1,290,746
 2016 
$316,003
 
$—
 
$229,752
 
$49,580
 
$153,348
 
$346,300
 
$53,797
 
$1,148,780
                                
Charles L. Rice, Jr. 2016 
$276,998
 
$—
 
$229,752
 
$49,580
 
$67,302
 
$177,600
 
$33,807
 
$835,039
 2018 
$272,519
 
$—
 
$182,833
 
$2,796
 
$—
 
$12,700
 
$28,886
 
$499,734
CEO - Entergy New 2015 
$266,752
 
$—
 
$211,004
 
$51,345
 
$173,000
 
$104,500
 
$33,416
 
$840,017
Orleans 2014 
$260,880
 
$—
 
$220,398
 
$45,292
 
$167,864
 
$135,700
 
$31,402
 
$861,536
Former CEO - 2017 
$284,681
 
$—
 
$170,882
 
$25,506
 
$91,000
 
$221,200
 
$30,842
 
$824,111
Entergy New Orleans 2016 
$276,998
 
$—
 
$229,752
 
$49,580
 
$67,302
 
$177,600
 
$33,807
 
$835,039
                                
Richard C. Riley 2016 
$325,020
 
$—
 
$226,224
 
$34,780
 
$167,500
 
$277,900
 
$102,112
 
$1,133,536
 2018 
$355,187
 
$—
 
$342,772
 
$69,201
 
$225,000
 
$150,400
 
$163,463
 
$1,306,023
CEO - Entergy                
Arkansas                
Former CEO - 2017 
$341,723
 
$—
 
$202,620
 
$52,320
 
$280,661
 
$437,700
 
$38,695
 
$1,353,719
Entergy Arkansas 2016 
$325,020
 
$—
 
$226,224
 
$34,780
 
$167,500
 
$277,900
 
$102,112
 
$1,133,536
                                
Roderick K. West 2016 
$654,514
 
$—
 
$1,116,424
 
$303,400
 
$461,384
 
$601,000
 
$73,706
 
$3,210,428
 2018 
$690,581
 
$—
 
$1,057,095
 
$297,075
 
$560,762
 
$—
 
$67,234
 
$2,672,747
Executive Vice 2015 
$638,876
 
$—
 
$1,071,111
 
$262,430
 
$607,677
 
$543,900
 
$71,790
 
$3,195,784
President 2014 
$623,854
 
$—
 
$1,010,324
 
$313,560
 
$857,280
 
$782,400
 
$43,648
 
$3,631,066
Group President 2017 
$670,876
 
$—
 
$818,316
 
$190,968
 
$610,065
 
$867,200
 
$52,220
 
$3,209,645
Utility Operations of 2016 
$654,514
 
$—
 
$1,116,424
 
$303,400
 
$461,384
 
$601,000
 
$73,706
 
$3,210,428
Entergy Corp.                

(1)Effective April 6, 2016, Mr. Bakken was named Executive Vice President and Chief Nuclear Officer. Mr. Brown was not a Named Executive Officer in 2014 and 2015. Effective May 1, 2016,April 2016. Mr. McDonald retired from Entergy Arkansas. Mr. Riley succeeded Mr. McDonald asEllis was named Chief Executive Officer, Entergy Arkansas.New Orleans in December 2018, and Ms. Landreaux was named Chief Executive Officer, Entergy Arkansas in July 2018.
(2)The amounts in column (c) represent the actual base salary paid to the Named Executive Officer.  The 2016Officers in the applicable year.  Except as otherwise provided, the 2018 changes in base salaries noted in the Compensation Discussion and Analysis were effective in April 2016, except for additional adjustments in (a) Mr. Brown’s base salary which was effective in May 2016, (b) Mr. Fisackerly’s base salary which was effective in November 2016, and (c) Mr. Riley’s base salary which was effective in May 2016.2018.
(3)The amount in column (d) in 2018 and 2017 for Mr. Bakken represents the cash bonus paid to him pursuant to the Nuclear Retention Plan. See “Nuclear Retention Plan” in Compensation Discussion and Analysis. The amount in column (d) in 2016 for Mr. Bakken represents a cash sign-on bonus paid to Mr. Bakken in connection with his commencement of employment with Entergy Corporation which is subject to forfeiture ifCorporation. The amount in column (d) in 2018 for Mr. Bakken terminatesEllis represents a cash sign-on bonus paid in connection with his service prior to the one-year anniversarycommencement of his date of hire. See “Compensation Arrangements - Mr. Bakken’s Employment” in Compensation Discussion and Analysis.employment with Entergy New Orleans.
(4)The amounts in column (e) represent the aggregate grant date fair value of restricted stock, performance units, and restricted stock units granted under the 2015 Equity Ownership Plans,Plan, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures.  The grant date fair value of the restricted stock and the restricted stock units is based on the closing price of Entergy Corporation common stock on the date of grant.  The grant date fair value of performance units is based on the probable outcome of the applicable performance conditions, measured using a Monte Carlo simulation valuation model.  The simulation model applies a risk-free interest rate and an expected volatility assumption.  The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date.  Volatility is based on historical volatility for the 36-month period preceding the grant date.  If the highest achievement level is attained, the maximum amounts that will be received with respect to the performance units granted in 2016 are as follows:  Mr. Bakken, $1,643,134; Mr. Brown, $1,157,184; Mr. Denault, $5,884,704; Mr. Fisackerly, $254,016; Mr. Marsh, $1,157,184; Mr. May, $381,024; Ms. Rainer, $254,016; Mr. Rice, $254,016; Mr. Riley, $254,016; and Mr. West, $1,157,184.

restricted stock units is based on the closing price of Entergy Corporation common stock on the date of grant.  The grant date fair value of the portion of the performance units with vesting based on the total shareholder return was measured using a Monte Carlo simulation valuation model.  The simulation model applies a risk-free interest rate and an expected volatility assumption.  The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date.  Volatility is based on historical volatility for the 36-month period preceding the grant date.  The performance units in the table are also valued based on the probable outcome of the applicable performance condition at the time of grant. The maximum value of shares that will be received if the highest achievement level is attained with respect to both the total shareholder return and UP&O Adjusted EPS, for performance units granted in 2018 are as follows:  Mr. Bakken, $1,233,664; Mr. Brown, $1,233,664; Mr. Denault, $6,668,032; Mr. Fisackerly, $257,664; Ms. Landreaux $365,366; Mr. Marsh, $1,233,664; Mr. May, $398,208; Ms. Rainer, $257,664; Mr. Rice, $257,664; Mr. Riley, $505,072; and Mr. West, $1,233,664. The amount in 2016 for Mr. Bakken includes restricted stock units granted to him in connection with his commencement of employment as Chief Nuclear Officer.
(5)The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2015 Equity Ownership PlansPlan calculated in accordance with FASB ASC Topic 718.  For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.
(6)The amounts in column (g) represent cash payments made under the Annual Incentive Plan.
(7)For all of the Named Executive Officers, the amounts in column (h) include the annual actuarial increase in the present value of thethese Named Executive Officers’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements and include amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested (see “2016“2018 Pension Benefits”).  For 2018, the aggregate change in the actuarial present value was a decrease of pension benefits of $52,000 for Mr. Fisackerly, $163,000 for Mr. Marsh,$700 for Mr. May, $110,700 for Ms. Rainer, and $149,300 for Mr. West. None of the increaseincreases for any of the Named Executive Officers is attributable to above-market or preferential earnings on non-qualified deferred compensation (see “2016“2018 Non-qualified Deferred Compensation”).
(8)The amounts in column (i) for 20162018 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the Named Executive Officers; (b) dividends paid on restricted stock when vested; (c) life insurance premiums; (d) tax gross up payments on club dues and relocation expenses; and (e) perquisites and other compensation.compensation as described further below.  The amounts are listed in the following table:

Named Executive OfficerCompany Contribution – Savings PlanDividends Paid on Restricted StockLife Insurance PremiumTax Gross Up PaymentsPerquisites and Other Compensation
 
 
Total
Company Contribution – Savings PlanDividends Paid on Restricted StockLife Insurance PremiumTax Gross Up PaymentsPerquisites and Other Compensation
 
 
Total
A. Christopher Bakken, III
$15,900

$—

$8,168

$5,950

$110,583

$140,601

$16,500

$6,028

$11,919

$1,235

$416,330

$452,012
Marcus V. Brown
$—

$24,907

$7,482

$—

$1,992

$34,381

$11,550

$41,159

$7,482

$—

$1,694

$61,885
Leo P. Denault
$11,130

$67,465

$7,482

$—

$11,709

$97,786

$11,550

$102,475

$7,482

$—

$16,597

$138,104
David D. Ellis
$—

$—

$—

$8,078

$27,230

$35,308
Haley R. Fisackerly
$11,130

$9,365

$2,062

$3,943

$7,743

$34,243

$11,550

$6,857

$2,370

$4,145

$11,060

$35,982
Laura R. Landreaux
$—

$6,947

$359

$1,073

$2,362

$10,741
Andrew S. Marsh
$11,130

$31,494

$4,860

$—

$—

$47,484

$11,550

$41,159

$4,929

$—

$—

$57,638
Phillip R. May, Jr.
$11,130

$10,225

$2,793

$—

$1,870

$26,018

$11,550

$7,860

$5,596

$—

$1,868

$26,874
Hugh T. McDonald
$7,039

$8,867

$1,550

$4,975

$9,753

$32,184
Sallie T. Rainer
$11,130

$9,224

$6,268

$2,744

$24,431

$53,797

$11,550

$6,550

$6,677

$2,753

$7,849

$35,379
Charles L. Rice, Jr.
$11,130

$7,935

$4,907

$2,475

$7,360

$33,807

$11,446

$6,158

$4,447

$1,714

$5,121

$28,886
Richard C. Riley
$11,130

$9,862

$2,548

$26,911

$51,661

$102,112

$11,550

$7,859

$5,364

$16,885

$121,805

$163,463
Roderick K. West
$11,130

$37,370

$2,610

$—

$22,596

$73,706

$11,550

$35,795

$4,002

$—

$15,887

$67,234




Perquisites and Other Compensation

The amounts set forth in column (i) also include perquisites and other personal benefits that Entergy Corporation provides to theits Named Executive Officers as part of providing a competitive executive compensation programprograms and for employee retention. The following perquisites and other compensation were provided by Entergy Corporationto the Named Executive Officers in 2016.2018.
Named Executive OfficerRelocationHousing AllowancePersonal Use of Corporate AircraftClub DuesExecutive Physical ExamsEvent Tickets
A. Christopher Bakken, IIIXX X 
Marcus V. Brown   XX
Leo P. Denault XXX
David D. EllisX X 
Haley R. Fisackerly XX
Laura R. Landreaux  X  
Andrew S. Marsh   X 
Phillip R. May, Jr.    X
Hugh T. McDonaldXX
Sallie T. Rainer X X  
Charles L. Rice, Jr.  XX 
Richard C. RileyX X  
Roderick K. West X X 

For security and business reasons, Entergy Corporation permits itsCorporation’s Chief Executive Officer is permitted to use its corporate aircraft for personal use at the expense of Entergy Corporation.  The other Named Executive Officers may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation’s Chief Executive Officer.  The Personnel Committee reviews the level of usage throughout the year. Entergy Corporation believes that its officers’ ability to use its plane for limited personal use saves time and provides additional security for them, thereby benefiting Entergy Corporation. The amounts included in column (i) for the personal use of corporate aircraft, reflect the incremental cost to Entergy Corporation for use of the corporate aircraft, determined on the basis of the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications, and fees, including flight planning, ground handling, and landing permits. In addition, Entergy Corporation offers its executives comprehensive annual physical exams at Entergy Corporation’s expense. Tickets to cultural and sporting events are purchased for business purposes, and if not utilized for business purposes, the tickets are made available to the employees, including the Named Executive Officers, for personal use.

Entergy Corporation also provides relocation benefits to a broad base of employees which include assistance with moving expenses, purchase and sale of home, and transportation of household goods.goods and in certain circumstances, assistance with the sale of the employee’s home. In connection with employment, and in accordance with its relocation policies, Entergy Corporation paid $27,230 and $114,928 in relocation expense for Messrs. Ellis and Riley, respectively, in 2018. The relocation assistance amounts reported above represent the amount paid to Entergy’s relocation service provider or Messrs. Ellis or Riley, as applicable. Certain of Mr. Ellis’s relocation benefits are subject to forfeiture if Mr. Ellis terminates his service prior to the two year anniversary of his date of hire. In connection with his employment and as an inducement for Mr. Bakken to join Entergy Corporation and relocate to Jackson, Mississippi, and in accordance with its relocation policies and pursuant to certain additional relocation benefits, Entergy Corporation paid $103,849agreed to purchase Mr. Bakken’s home at a fixed price. In 2018, Entergy Corporation sold the purchased property. The amount reported in relocation expenses for Mr. Bakken in 2016. The relocation assistance amounts reportedthis column above representincludes $400,074 from the amount paid to Entergy’s relocation service provider or Mr. Bakken, as applicable. Certainloss on the sale of Mr. Bakken’s relocation benefits are subject to forfeiture if Mr. Bakken terminates his service priorhome, which was calculated based on the agreed upon price Entergy Corporation paid for the home as compared to the one year anniversary of his date of hire.price Entergy Corporation received upon disposition.

In 2016 the Named Executive Officers who are not members of Entergy Corporation’s Office of the Chief Executive were provided club dues, tax gross ups on club dues, where appropriate, housing allowances. Entergy Corporation reimburses its Subsidiaries’ chief executive officers for club dues to encourage entertainment with business colleagues, and to engage with local leadership in the communities in which they serve. Mr. Riley incurred $51,661 in dues, which included a one-time membership fee. Entergy Corporation discontinued housing allowances for the Named Executive Officers in 2016. None of the other perquisites referenced above exceeded $25,000 for any of the other Named Executive Officers.
 
2016
2018 Grants of Plan-Based Awards

The following table summarizes award grants during 20162018 to the Named Executive Officers.
    
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
 
Estimated Future Payouts under Equity Incentive Plan Awards(2)
           
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts under Equity Incentive Plan Awards (2)
        
(a) (b) (c)(d)(e) (f)(g)(h) (i) (j) (k) (l) (b) (c)(d)(e) (f)(g)(h) (i) (j) (k) (l)
Name Grant DateApproval Date Thresh-oldTargetMaximum Thresh-oldTargetMaximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Under-lying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards Grant Date Thresh-oldTargetMaximum Thresh-oldTargetMaximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Under-lying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards
 ($) (#) 
(#)
(3)
 
(#)
(4)
 ($/Sh) 
($)
(5)
 ($) (#) 
(#)
(3)
 
(#)
(4)
 ($/Sh) 
($)
(5)
A. Christopher 4/6/16  $-$423,500$847,000           1/25/18 $-$446,688$893,376          
Bakken, III 5/1/161/28/16 1,822
7,289
14,578
     $616,066 1/25/18 1,975
7,900
15,800
     $651,079
 5/1/161/28/16 910
3,639
7,278
     $360,334 1/25/18 

 

 5,000
   $390,400
   
30,000(6)

   $2,316,300 1/25/18     40,500
 $78.08 $283,095
              
Marcus V. 1/28/16 $-$423,500$847,000        1/25/18 $-$455,000$910,000       
Brown 1/28/16 2,050
8,200
16,400
     $693,064 1/25/18 1,975
7,900
15,800
     $651,079
 1/28/16   6,400
   $451,584 1/25/18   5,000
   $390,400
 1/28/16     45,000
 $70.56 $333,000 1/25/18     40,500
 $78.08 $283,095
              
Leo P. 1/25/18 $-$1,701,000$3,402,000       
Denault 1/25/18    10,675
42,700
85,400
       $3,519,121
 1/25/18   15,700
   $1,225,856
 1/25/18     167,100
 $78.08 $1,168,029
       
Haley R. 1/25/18 $-$146,384$292,768      
    
Fisackerly 1/25/18    413
1,650
3,300
       $135,985
 1/25/18      800
     $62,464
 1/25/18        6,600
 $78.08 $46,134
       
Laura R. 1/25/18 $-$123,200$246,400 
      
Landreaux (6)
 7/1/18 344
1,375
2,750
     $113,321
 7/1/18 231
925
1,850
     $66,045
 1/25/18   1,200
   
 $93,696
       
Andrew S. 1/25/18 $-$435,400$870,800       
Marsh 1/25/18 1,975
7,900
15,800
     $651,079
 1/25/18   5,200
   $406,016
 1/25/18     49,000
 $78.08 $342,510
       
Phillip R. 1/25/18 $-$228,930$457,860          
May, Jr. 1/25/18    638
2,550
5,100
       $210,158
 1/25/18   1,000
   $78,080
 1/25/18     9,900
 $78.08 $69,201



     
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
 
Estimated Future Payouts under Equity Incentive Plan Awards(2)
        
(a) (b)  (c)(d)(e) (f)(g)(h) (i) (j) (k) (l)
Name Grant DateApproval Date Thresh-oldTargetMaximum Thresh-oldTargetMaximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Under-lying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards
     ($)($)($) (#)(#)(#) 
(#)
(3)
 
(#)
(4)
 ($/Sh) 
($)
(5)
Leo P. 1/28/16  $-$1,620,000$3,240,000            
Denault 1/28/16      10,425
41,700
83,400
       $3,524,484
  1/28/16          15,700
     $1,107,792
  1/28/16            167,000
 $70.56 $1,235,800
                    
Haley R. 1/28/16  $-$140,000$280,000            
Fisackerly 1/28/16      450
1,800
3,600
       $152,136
  1/28/16          1,100
     $77,616
  1/28/16            6,700
 $70.56 $49,580
                    
Andrew S. 1/28/16
 $-$391,586$783,172








      
Marsh 1/28/16
 



2,050
8,200
16,400



     $693,064
  1/28/16          6,400
     $451,584
  1/28/16            45,000
 $70.56 $333,000
                    
Phillip R. 1/28/16  $-$213,990$427,980            
May, Jr. 1/28/16      675
2,700
5,400
       $228,204
  1/28/16          1,400
     $98,784
  1/28/16            9,600
 $70.56 $71,040
                    
Hugh T. 1/28/16  $-$180,061$360,122            
McDonald                   
                    
Sallie T. 1/28/16  $-$127,790$255,580      
  
    
Rainer 1/28/16      450
1,800
3,600
       $152,136
  1/28/16          1,100
     $77,616
  1/28/16            6,700
 $70.56 $49,580
                    
Charles L. 1/28/16  $-$112,170$224,340            
Rice, Jr. 1/28/16      450
1,800
3,600
       $152,136
  1/28/16          1,100
     $77,616
  1/28/16            6,700
 $70.56 $49,580
                    
Richard C. 1/28/16  $-$134,000$268,000            
Riley 1/28/16      450
1,800
3,600
       $152,136
  1/28/16          1,050
     $74,088
  1/28/16            4,700
 $70.56 $34,780

   
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
 
Estimated Future Payouts under Equity Incentive Plan Awards(2)
           
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts under Equity Incentive Plan Awards (2)
        
(a) (b) (c)(d)(e) (f)(g)(h) (i) (j) (k) (l) (b) (c)(d)(e) (f)(g)(h) (i) (j) (k) (l)
Name Grant DateApproval Date Thresh-oldTargetMaximum Thresh-oldTargetMaximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Under- lying Options 
Exercise or Base Price of Option Awards 
 Grant Date Fair Value of Stock and Option Awards Grant Date Thresh-oldTargetMaximum Thresh-oldTargetMaximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Under-lying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards
  ($) (#) 
(#)
(3)
 
(#)
(4)
 ($/Sh) 
($)
(5)
 ($) (#) 
(#)
(3)
 
(#)
(4)
 ($/Sh) 
($)
(5)
Sallie T. 1/25/18 $-$135,249$270,498    
  
    
Rainer 1/25/18     413
1,650
3,300
       $135,985
 1/25/18       800
     $62,464
 1/25/18     6,600
 $78.08 $46,134
       
Charles L. 1/25/18 $-$69,000$138,000       
Rice, Jr.(6)
 1/25/18     413
1,650
3,300
       $135,985
 1/25/18       600
     $46,848
 1/25/18         400
 $78.08 $2,796
       
Richard C. 1/25/18 $-$225,000$450,000          
Riley(6)
 1/25/18    600
2,400
4,800
       $197,796
 7/1/18 163
650
1,300
     $46,410
 7/1/18 38
150
300
     $12,678
 1/25/18      1,100
     $85,888
 1/25/18     9,900
 $78.08 $69,201
       
Roderick K. 1/28/16 $-$461,384$922,768           1/25/18 $-$487,619$975,238          
West 1/28/16    2,050
8,200
16,400
       $693,064 1/25/18    1,975
7,900
15,800
       $651,079
 1/28/16      6,000
     $423,360 1/25/18      5,200
     $406,016
 1/28/16     41,000
 $70.56 $303,400 1/25/18     42,500
 $78.08 $297,075

(1)The amounts in columns (c), (d), and (e) represent minimum, target, and maximum payment levels under the Annual Incentive Plan.  The actual amounts awarded are reported in column (g) of the Summary Compensation Table.
(2)The amounts in columns (f), (g), and (h) represent the minimum, target, and maximum payment levels under the Long-Term Performance Unit Program.  Performance under the program is measured by Entergy Corporation’s total shareholder return relative to the total shareholder returns of the companies included in the Philadelphia Utility Index.Index and UP&O Adjusted EPS with each performance measure weighted equally. There is no payout under the program if Entergy Corporation’s total shareholder return falls within the lowest quartile of the peer companies in the Philadelphia Utility Index.Index and UP&O Adjusted EPS is below the minimum performance goal. Subject to the achievement of performance targets, each unit will be converted into one share of Entergy Corporation’s common stock on the last day of the performance period (December 31, 2018.2020.)  Accrued dividends on the shares earned will also be paid in Entergy Corporation common stock. In connection with Mr. Bakken’s employment, the Personnel Committee, on January 28, 2016, awarded Mr. Bakken pro-rated target award opportunities for the 2015-2017 and 2016-2018 performance periods. Pursuant to the terms of the Long-Term Performance Unit Program, the grants were made on May 1, 2016, the first day of his first full month of employment.
(3)Except as otherwise noted in footnote 6, theThe amounts in column (i) represent shares of restricted stock granted under the 2015 Equity Ownership Plan.  Shares of restricted stock vest one-third on each of the first through third anniversaries of the grant date, have voting rights, and accrue dividends during the vesting period.
(4)The amounts in column (j) represent options to purchase shares of Entergy Corporation’s common stock.  The options vest one-third on each of the first through third anniversaries of the grant date and have a ten-year term from the date of grant. The options were granted under the 2015 Equity Ownership Plan.

(5)The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable outcome of the applicable performance conditions.  See Notes 4 and 5 to the 2018 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.
(6)In April 2016, Mr. Bakken was awarded 30,000 restricted stock units under the 2015 Equity Ownership Plan. Shares of the restricted stock units will vest one-third on April 6, 2019, April 6, 2022,Ms. Landreaux’s and April 6, 2025.Messrs. Rice’s and Riley’s awards were modified in connection with their changes in position.


20162018 Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each Named Executive Officer, unexercised options, restricted stock that has not vested, and equity incentive plan awards outstanding as of the end of 2016.
  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
A. Christopher               
7,289(4)
 $535,523
Bakken, III               
910(5)
 $66,858
            
30,000(9)
 $2,204,100    
                   
Marcus V. 
 
45,000(1)

   $70.56 1/28/2026        
Brown 8,000
 
16,000(2)

   $89.90 1/29/2025        
  20,333
 
10,167(3)

   $63.17 1/30/2024        
  16,000
 
   $64.60 1/31/2023        
  4,600
 
   $71.30 1/26/2022        
  2,800
 
   $72.79 1/27/2021        
  7,500
 
   $77.10 1/28/2020        
  5,000
 
   $77.53 1/29/2019        
  4,300
 
   $108.20 1/24/2018        
  3,500
 
   $91.82 1/25/2017        
                
8,200(4)
 $602,454
                
1,638(5)
 $120,344
            
6,400(6)
 $470,208    
            
3,334(7)
 $244,949    
            
1,634(8)
 $120,050    
December 31, 2018.

  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Leo P. 
 
167,000(1)

   $70.56 1/28/2026        
Denault 29,333
 
58,667(2)

   $89.90 1/29/2025        
  70,666
 
35,334(3)

   $63.17 1/30/2024        
  50,000
 
   $64.60 1/31/2023        
  30,000
 
   $71.30 1/26/2022        
  25,000
 
   $72.79 1/27/2021        
  50,000
 
   $77.10 1/28/2020        
  45,000
 
   $77.53 1/29/2019        
  50,000
 
   $108.20 1/24/2018        
  60,000
 
   $91.82 1/25/2017        
                
41,700(4)
 $3,063,699
   
  
           
8,275(5)
 $607,964
   
  
       
15,700(6)
 $1,153,479    
            
8,000(7)
 $587,760    
            
4,634(8)
 $340,460    
                   
Haley R. 
 
6,700(1)

   $70.56 1/28/2026        
Fisackerly 1,500
 
3,000(2)

   $89.90 1/29/2025        
  
 
1,934(3)

   $63.17 1/30/2024        
  2,000
 
   $64.60 1/31/2023        
  1,534
 
   $71.30 1/26/2022        
  2,900
 
   $72.79 1/27/2021        
  9,000
 
   $77.10 1/28/2020        
  3,800
 
   $77.53 1/29/2019        
  5,000
 
   $108.20 1/24/2018        
  2,500
 
   $91.82 1/25/2017     
1,800(4)
 $132,246
                
363(5)
 $26,670
            
1,100(6)
 $80,817    
            
567(7)
 $41,657    
            
467(8)
 $34,310    
  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
A. Christopher Bakken, III 
 
40,500(1)

   $78.08 1/25/2028        
  12,533
 
25,067(2)

   $70.53 1/26/2027        
                
15,800(4)
 $1,359,906
                
16,600(5)
 $1,428,762
            
5,000(6)
 $430,350    
            
3,467(9)
 $298,405    
            
30,000(10)
 $2,582,100    
                   
Marcus V. Brown 
 
40,500(1)

   $78.08 1/25/2028        
  14,666
 
29,334(2)

   $70.53 1/26/2027        
  20,000
 
15,000(3)

   $70.56 1/28/2026        
  24,000
 
   $89.90 1/29/2025        
  20,500
 
   $63.17 1/30/2024        
  10,800
 
   $64.60 1/31/2023        
  4,600
 
   $71.30 1/26/2022        
  2,800
 
   $72.79 1/27/2021        
  4,500
 
   $77.10 1/28/2020        
                
15,800(4)
 $1,359,906
                
16,600(5)
 $1,428,762
            
5,000(6)
 $430,350    
            
4,067(7)
 $350,047    
            
2,134(8)
 $183,673    

  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Andrew S. 
 
45,000(1)

   $70.56 1/28/2026        
Marsh 8,000
 
16,000(2)

   $89.90 1/29/2025        
  23,333
 
11,667(3)

   $63.17 1/30/2024        
  32,000
 
   $64.60 1/31/2023        
  10,000
 
   $71.30 1/26/2022        
  4,000
 
   $72.79 1/27/2021        
  9,100
 
   $77.10 1/28/2020        
  8,000
 
   $77.53 1/29/2019        
  10,000
 
   $108.20 1/24/2018        
  5,000
 
   $91.82 1/25/2017        
                
8,200(4)
 $602,454
                
1,638(5)
 $120,344
            
6,400(6)
 $470,208    
            
3,334(7)
 $244,949    
            
1,634(8)
 $120,050    
            
21,100(10)
 $1,550,217    
                   
Phillip R. 
 
9,600(1)

   $70.56 1/28/2026        
May, Jr. 1,666
 
3,334(2)

   $89.90 1/29/2025        
  5,333
 
2,667(3)

   $63.17 1/30/2024        
  6,000
 
   $64.60 1/31/2023        
  4,600
 
   $71.30 1/26/2022        
  2,900
 
   $72.79 1/27/2021        
  6,000
 
   $77.10 1/28/2020        
  4,700
 
   $77.53 1/29/2019        
  6,500
 
   $108.20 1/24/2018        
  5,000
 
   $91.82 1/25/2017        
                
2,700(4)
 $198,369
                
513(5)
 $37,690
            
1,400(6)
 $102,858    
            
567(7)
 $41,657    
            
600(8)
 $44,082    
  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Leo P. Denault 
 
167,710(1)

   $78.08 1/25/2028        
  59,800
 
119,600(2)

   $70.53 1/26/2027        
  111,333
 
55,667(3)

   $70.56 1/28/2026        
  88,000
 
   $89.90 1/29/2025        
  106,000
 
   $63.17 1/30/2024        
  50,000
 
   $64.60 1/31/2023        
  30,000
 
   $71.30 1/26/2022        
  25,000
 
   $72.79 1/27/2021        
  50,000
 
   $77.10 1/28/2020        
                
85,400(4)
 $7,350,378
                
97,400(5)
 $8,383,218
            
15,700(6)
 $1,351,299    
            
11,334(7)
 $975,517    
            
5,234(8)
 $450,490    
                   
Haley R. Fisackerly 
 
6,600(1)

   $78.08 1/25/2028        
  
 
5,067(2)

   $70.53 1/26/2027        
  2,233
 
2,234(3)

   $70.56 1/28/2026        
  4,500
 
   $89.90 1/29/2025        
                
3,300(4)
 $284,031
                
3,700(5)
 $318,459
            
800(6)
 $68,856    
            
567(7)
 $48,802    
            
367(8)
 $31,588    
                   
Laura R. Landreaux           
1,200(6)
 $103,284    
            
1,000(7)
 $86,070    
            
467(8)
 $40,195    
                
2,750(4)
 $236,693
                
1,850(5)
 $159,230


  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Hugh T. 3,600
 
   $89.90 1/29/2025        
McDonald 1,834
 
   $63.17 1/30/2024        
  4,600
 
   $71.30 1/26/2022        
  2,900
 
   $72.79 1/27/2021        
  4,600
 
   $77.10 1/28/2020        
  4,500
 
   $77.53 1/29/2019        
  7,000
 
   $108.20 1/24/2018        
  12,000
 
   $91.82 1/25/2017        
                
161(5)
 $11,829
                   
Sallie T. 
 
6,700(1)

   $70.56 1/28/2026        
Rainer 1,266
 
2,534(2)

   $89.90 1/29/2025        
  3,866
 
1,934(3)

   $63.17 1/30/2024        
  5,800
 
   $64.60 1/31/2023        
  2,500
 
   $77.10 1/28/2020        
  1,200
 
   $77.53 1/29/2019        
  2,300
 
   $108.20 1/24/2018        
  2,000
 
   $91.82 1/25/2017        
   
  
           
1,800(4)
 $132,246
                
363(5)
 $26,670
            
1,100(6)
 $80,817    
            
500(7)
 $36,735    
            
467(8)
 $34,310    
                   
Charles L. 
 
6,700(1)

   $70.56 1/28/2026        
Rice, Jr. 1,500
 
3,000(2)

   $89.90 1/29/2025        
  
 
1,734(3)

   $63.17 1/30/2024        
  4,600
 
   $71.30 1/26/2022        
  2,900
 
   $72.79 1/27/2021        
   
  
           
1,800(4)
 $132,246
   
  
           
363(5)
 $26,670
   
  
       
1,100(6)
 $80,817    
   
  
       
500(7)
 $36,735    
            
384(8)
 $28,212    




  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Richard C. 
 
4,700(1)

   $70.56 1/28/2026        
Riley 1,500
 
3,000(2)

   $89.90 1/29/2025        
  2,667
 
2,667(3)

   $63.17 1/30/2024        
  3,334
 
   $64.60 1/31/2023        
  2,500
 
   $71.30 1/26/2022        
  4,000
 
   $108.20 1/24/2018        
  2,400
 
   $91.82 1/25/2017        
   
  
           
1,800(4)
 $132,246
   
  
           
363(5)
 $26,670
   
  
       
1,050(6)
 $77,144    
   
  
       
734(7)
 $53,927    
   
  
       
500(8)
 $36,735    
                   
Roderick 
 
41,000(1)

   $70.56 1/28/2026        
K. West 7,666
 
15,334(2)

   $89.90 1/29/2025        
  
 
12,000(3)

   $63.17 1/30/2024        
  30,000
 
   $71.30 1/26/2022        
  7,000
 
   $77.10 1/28/2020        
  5,000
 
   $77.53 1/29/2019        
  8,000
 
   $108.20 1/24/2018        
  12,000
 
   $91.82 1/25/2017        
   
  
           
8,200(4)
 $602,454
   
  
           
1,638(5)
 $120,344
   
  
       
6,000(6)
 $440,820    
   
  
       
3,134(7)
 $230,255    
   
  
       
2,000(8)
 $146,940    
   
  
       
21,000(11)
 $1,542,870    
  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
Andrew S. Marsh 
 
49,000(1)

   $78.08 1/25/2028        
  14,666
 
29,334(2)

   $70.53 1/26/2027        
  30,000
 
15,000(3)

   $70.56 1/28/2026        
  24,000
 
   $89.90 1/29/2025        
  35,000
 
   $63.17 1/30/2024        
  32,000
 
   $64.60 1/31/2023        
  10,000
 
   $71.30 1/26/2022        
  4,000
 
   $72.79 1/27/2021        
  9,100
 
   $77.10 1/28/2020        
  8,000
 
   $77.53 1/29/2019        
                
15,800(4)
 $1,359,906
                
16,600(5)
 $1,428,762
            
5,200(6)
 $447,564    
            
4,067(7)
 $350,047    
            
2,134(8)
 $183,673    
            
21,100(9)
 $1,816,077    
                   
Phillip R. May, Jr. 
 
9,900(1)

   $78.08 1/25/2028        
  500
 
7,000(2)

   $70.53 1/26/2027        
  3,400
 
3,200(3)

   $70.56 1/28/2026        
  5,000
 
   $89.90 1/29/2025        
  2,000
 
   $63.17 1/30/2024        
  2,000
 
   $64.60 1/31/2023        
                
5,100(4)
 $438,957
                
6,300(5)
 $542,241
            
1,000(6)
 $86,070    
            
734(7)
 $63,175    
            
467(8)
 $40,195    
                   
Sallie T. Rainer 
 
6,600(1)

   $78.08 1/25/2028        
  2,600
 
5,200(2)

   $70.53 1/26/2027        
  2,233
 
2,234(3)

   $70.56 1/28/2026        
  3,800
 
   $89.90 1/29/2025        
                
3,300(4)
 $284,031
                
3,700(5)
 $318,459

  Option Awards Stock Awards
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
  (#) (#) (#) ($)   (#) ($) (#) ($)
            
800(6)
 $68,856    
            
600(7)
 $51,642    
            
367(8)
 $31,588    
                   
Charles L. Rice, Jr. 
 
400(1)

   $78.08 1/25/2028        
  
 
2,600(2)

   $70.53 1/26/2027        
  
 
2,234(3)

   $70.56 1/28/2026        
  4,500
 
   $89.90 1/29/2025        
   
  
           
642(4)
 $55,257
   
  
           
1,952(5)
 $168,009
   
  
       
600(6)
 $51,642    
   
  
       
367(7)
 $31,588    
            
367(8)
 $31,588    
                   
Richard C. Riley 
 
9,900(1)

   $78.08 1/25/2028        
  2,666
 
5,334(2)

   $70.53 1/26/2027        
  1,633
 
1,567(3)

   $70.56 1/28/2026        
  4,500
 
   $89.90 1/29/2025        
   
  
           
4,800(4)
 $413,136
   
  
           
5,000(5)
 $430,350
   
  
       
1,100(6)
 $94,677    
   
  
       
667(7)
 $57,409    
   
  
       
350(8)
 $30,125    
                   
Roderick K. West 
 
42,500(1)

   $78.08 1/25/2028        
  
 
19,467(2)

   $70.53 1/26/2027        
  
 
13,666(3)

   $70.56 1/28/2026        
  23,000
 
   $89.90 1/29/2025        
   
  
           
15,800(4)
 $1,359,906
   
  
           
16,600(5)
 $1,428,762
   
  
       
5,200(6)
 $447,564    
   
  
       
2,134(7)
 $183,673    
   
  
       
2,000(8)
 $172,140    


(1)Consists of options granted under the 2015 Equity Plan that vested or will vest as follows: 1/3 of the options granted vest on each of 1/28/2017, 1/28/2018,January 25, 2019, January 25, 2020 and 1/28/2019.January 25, 2021.
(2)Consists of options granted under the 2015 Equity Plan that vested or will vest as follows: 1/2 of the remaining unexercisable options vest on each of 1/29/2017January 26, 2019 and 1/29/2018.January 26, 2020.
(3)The remaining unexercisableConsists of options granted under the 2015 Equity Plan that vested on 1/30/2017.January 28, 2019.
(4)Consists of performance units granted under the 2015 Equity Plan that will vest on December 31, 20182020 based on two performance measures: 1) Entergy Corporation’s total shareholder return performance over the 2016-20182018-2020 performance period and 2) UP&O Adjusted EPS with each performance measure weighted equally, as described under “What Entergy Corporation Pays and Why-Why - Executive Compensation Elements - Variable Compensation - Long-Term Incentive Compensation - Performance Unit Program” in the Compensation Discussion and Analysis.
(5)Consists of performance units granted under the 2015 Equity Plan that will vest on December 31, 20172019 based on Entergy Corporation’s total shareholder return performance over the 2015-20172017-2019 performance period.

(6)Consists of shares of restricted stock granted under the 2015 Equity Plan that vested or will vest as follows:  1/3 of the shares of restricted stock granted vest on each of 1/28/2017, 1/28/2018,January 25, 2019, January 25, 2020, and 1/28/2019.January 25, 2021.
(7)Consists of shares of restricted stock granted under the 2015 Equity Plan that vested or will vest as follows:  1/2 of the shares of restricted stock granted vest on each of 1/29/2017January 26, 2019 and 1/2/2018.January 26, 2020.
(8)Consists of shares of restricted stock granted under the 2015 Equity Plan that vested on 1/30/2017.January 28, 2019.
(9)Consists of restricted stock units granted under the 2015 Equity OwnershipPlan which will vest on August 3, 2020.
(10)Consists of restricted stock units granted under the 2015 Equity Plan which will vest one third on April 6, 2019, April 6, 2022, and April 6, 2025.
(10)Consists of restricted stock units granted under the 2015 Equity Ownership Plan which will vest on August 3, 2020.
(11)Consists of restricted stock units granted under the 2011 Equity Ownership Plan which will vest on May 1, 2018.

20162018 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during 20162018 for the Named Executive Officers.

 Options Awards Stock Awards Options Awards Stock Awards
(a) (b) (c) (d) (e) (b) (c) (d) (e)
Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting 
Value Realized on Vesting (1)
 (#) ($) (#) ($) (#) ($) (#) ($)
A. Christopher Bakken, III 
 
$—
 
 
$—
 
 
$—
 10,808
 
$915,803
                
Marcus V. Brown 
 
$—
 
7,881(1)

 
$588,641
 28,200
 
$633,480
 16,579
 
$1,370,815
                
Leo P. Denault 
 
$—
 
27,008(1)

 
$2,001,835
 45,000
 
$402,179
 68,161
 
$5,723,234
                
Haley R. Fisackerly 1,933
 
$27,093
 
2,117(1)

 
$160,856
 15,200
 
$214,488
 3,264
 
$271,822
                
Laura R. Landreaux 
 
$—
 1,224
 
$94,802
        
Andrew S. Marsh 
 
$—
 
8,481(1)

 
$638,206
 
 
$—
 16,579
 
$1,370,815
                
Phillip R. May, Jr. 
 
$—
 
2,619(1)

 
$197,819
 34,200
 
$500,989
 4,581
 
$383,446
        
Hugh T. McDonald 9,666
 
$93,899
 
1,811(1)

 
$138,530
                
Sallie T. Rainer 
 
$—
 
2,084(1)

 
$158,415
 6,233
 
$135,404
 3,242
 
$270,157
                
Charles L. Rice, Jr. 8,466
 
$89,545
 
1,933(1)

 
$146,290
 5,766
 
$70,011
 2,773
 
$230,753
                
Richard C. Riley 
 
$—
 
6,233(1)(2)

 
$489,466
 8,168
 
$169,477
 3,563
 
$296,435
                
Roderick K. West 64,000
 
$748,718
 
9,081(1)

 
$687,112
 91,066
 
$1,379,491
 36,310
 
$2,977,673(2)


(1)Represents the value of performance units for the 2014-20162016-2018 performance period (payable solely in shares based on the closing stock price of Entergy Corporation on the date of vesting) under the Performance Unit Program and the vesting of shares of restricted stock in 2016.2018.

(2)Includes the May 1, 2018 cash settlement on April 1, 2016 of 4,00021,000 restricted stock units granted under the 20072011 Equity Ownership Plan.

20162018 Pension Benefits

The following table shows the present value as of December 31, 2016,2018, of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions set forth in Note 11 to the financial statements.  Additional information regarding these retirement plans follows this table. In addition, this section includes information regarding early retirement options under the plans.
Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit Payments During 2016 Plan Name Number of Years Credited Service Present Value of Accumulated Benefit Payments During 2018
A. Christopher Bakken, III Cash Balance Equalization Plan 0.74
 
$11,700
 
$—
 Cash Balance Equalization Plan 2.74
 
$121,600
 
$—
 Cash Balance Plan 0.74
 
$16,200
 
$—
 Cash Balance Plan 2.74
 
$48,000
 
$—
            
Marcus V. Brown(1) System Executive Retirement Plan 21.74
 
$3,744,800
 
$—
 System Executive Retirement Plan 23.74
 
$5,189,800
 
$—
 Entergy Retirement Plan 21.74
 
$739,300
 
$—
 Entergy Retirement Plan 23.74
 
$883,300
 
$—
            
Leo P. Denault (1)(2)
 System Executive Retirement Plan 32.83
 
$18,400,200
 
$—
 System Executive Retirement Plan 34.83
 
$23,059,200
 
$—
 Entergy Retirement Plan 17.83
 
$654,600
 
$—
 Entergy Retirement Plan 19.83
 
$797,900
 
$—
            
David D. Ellis Cash Balance Equalization Plan 0.06
 
$—
 
$—
 Cash Balance Plan 0.06
 
$600
 
$—
      
Haley R. Fisackerly System Executive Retirement Plan 21.08
 
$1,123,300
 
$—
 System Executive Retirement Plan 23.08
 
$1,355,000
 
$—
 Entergy Retirement Plan 23.08
 
$752,200
 
$—
      
Laura R. Landreaux Pension Equalization Plan 11.48
 
$23,200
 
$—
 Entergy Retirement Plan 21.08
 
$629,600
 
$—
 Entergy Retirement Plan 11.48
 
$253,100
 
$—
            
Andrew S. Marsh System Executive Retirement Plan 18.37
 
$2,822,400
 
$—
 System Executive Retirement Plan 20.37
 
$3,376,500
 
$—
 Entergy Retirement Plan 18.37
 
$417,800
 
$—
 Entergy Retirement Plan 20.37
 
$502,600
 
$—
            
Phillip R. May, Jr. System Executive Retirement Plan 30.56
 
$2,114,100
 
$—
Phillip R. May, Jr. (1)
 System Executive Retirement Plan 32.56
 
$2,450,400
 
$—
 Entergy Retirement Plan 30.56
 
$1,008,700
 
$—
 Entergy Retirement Plan 32.56
 
$1,175,100
 
$—
            
Hugh T. McDonald (2)
 System Executive Retirement Plan 34.35
 
$—
 
$2,985,597
Sallie T. Rainer (1)(3)
 System Executive Retirement Plan 34.38
 
$1,301,300
 
$—
 Entergy Retirement Plan 32.86
 
$1,626,600
 
$57,414
 Entergy Retirement Plan 34.00
 
$1,359,200
 
$—
            
Sallie T. Rainer (2)
 System Executive Retirement Plan 32.38
 
$1,168,300
 
$—
Charles L. Rice, Jr.(5)
 System Executive Retirement Plan 9.10
 
$614,600
 
$—
 Entergy Retirement Plan 32.00
 
$1,167,000
 
$—
 Entergy Retirement Plan 9.47
 
$315,000
 
$—
            
Charles L. Rice, Jr. System Executive Retirement Plan 7.47
 
$468,100
 
$—
 Entergy Retirement Plan 7.47
 
$227,600
 
$—
      
Richard C. Riley (3)
 System Executive Retirement Plan 27.01
 
$1,415,700
 
$—
Richard C. Riley (1)(4)
 System Executive Retirement Plan 29.01
 
$1,867,500
 
$—
 Entergy Retirement Plan 21.55
 
$700,800
 
$—
 Entergy Retirement Plan 23.55
 
$837,100
 
$—
            
Roderick K. West System Executive Retirement Plan 17.75
 
$3,902,600
 
$—
 System Executive Retirement Plan 19.75
 
$4,523,600
 
$—
 Entergy Retirement Plan 17.75
 
$460,500
 
$—
 Entergy Retirement Plan 19.75
 
$557,400
 
$—

(1)As of December 31, 2018, Mr. Brown, Mr. Denault, Mr. May, Ms. Rainer, and Mr. Riley were retirement eligible.
(2)In 2006, Mr. Denault entered into ana retention agreement granting him an additional 15 years of service and permission to retire under the non-qualified System Executive Retirement Plan in the event his employment is terminated by his Entergy employer other than for cause (as defined in the retention agreement), by Mr. Denault for good reason (as defined in the retention agreement), or on account of his death or disability. His retention agreement also provides that if he terminates employment for any other reason, he shall be entitled to the additional 15 years of service under the non-qualified System Executive Retirement Plan only if his Entergy employer grants him permission to retire. The additional 15 years of service increases the present value of his benefit by $3,627,700.

15 years of service under the non-qualified System Executive Retirement Plan only if his Entergy employer grants him permission to retire. The additional 15 years of service increases the present value of his benefit by $3,742,900.
(2)(3)Service under the non-qualified System Executive Retirement Plan is granted from the date of hire. Qualified plan benefit service is granted from the later of the date of hire or the plan participation date.
(3)(4)Mr. Riley separated from Entergy Corporation and was subsequently rehired in June 1995. The Entergy Retirement Plan does not include any credit service prior to his rehire date,date; however, the System Executive Retirement Plan reflects a net credited service date of December 28, 1989.
(5)Mr. Rice’s benefit accruals in the System Executive Retirement Plan ceased with his change in position. He continues to accrue benefits under the Entergy Retirement Plan and the Pension Equalization Plan.
The tables below contain summaries of the pension benefit plans sponsored by Entergy Corporation that the Named Executive Officers participated in during 2018. Benefits for the Named Executive Officers who participate in these plans are determined using the same formulas as for other eligible employees.

Qualified Retirement Benefits

Entergy Retirement PlanCash Balance Plan
Eligible Named Executive Officers
Marcus V. Brown
Haley R. Fisackerly
Leo P. Denault
Andrew S. Marsh
Laura R. Landreaux

Phillip R. May, Jr.
Sallie T. Rainer
Charles L. Rice, Jr.
Richard C. Riley
Roderick K. West

A. Christopher Bakken, III
David D. Ellis
EligibilityNon-bargaining employees hired before July 1, 2014Non-bargaining employees hired on or after July 1, 2014
VestingA participant becomes vested in the Entergy Retirement Plan upon attainment of at least 5 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company.A participant becomes vested in the Cash Balance Plan upon attainment of at least 3 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company.
Form of Payment Upon RetirementBenefits are payable as an annuity. For employees who separate from service on or after January 1, 2018, a single lump sum distribution may be elected by the participant if eligibility criteria are met.Benefits are payable as an annuity or single lump sum distribution.

The qualified retirement plan in which the Named Executive Officers, except for Mr. Bakken, participate is a funded, tax-qualified, noncontributory final average pay defined benefit pension plan that provides benefits to most of the non-bargaining unit employees of the Entergy System companies. Benefits under this plan are calculated as an annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40). “Earnings” for purposes of calculating FAME generally includes the employee’s base salary and eligible annual incentive award and excludes all other bonuses. FAME is calculated using the employee’s average monthly Earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month period immediately preceding the employee’s retirement and includes up to 5 annual bonuses paid during the 60 month period. Benefits under this plan are payable monthly after attainment of at least age 55 and after separation from an Entergy System company, subject to reduction for early commencement, as described below. The amount of annual earnings that may be considered in calculating FAME and benefits under the tax-qualified pension plan is limited by the Code. Participants are 100% vested in their benefit upon completing 5 years of vesting service or upon attainment of age 65 while an active participant in the plan. Contributions to the pension plan are made entirely by the Entergy employer and are paid into a trust fund from which the benefits of participants are paid.
Retirement Benefit Formula
Benefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40).

“Earnings” for the purpose of calculating FAME generally includes the employee’s base salary and eligible annual incentive awards subject to Internal Revenue Code limitations, and excludes all other bonuses. Executive Annual Incentive Awards are not eligible for inclusion in Earnings under this plan.

FAME is calculated using the employee’s average monthly Earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month
 period immediately preceding the employee’s retirement and includes up to 5 eligible annual incentive awards paid during the 60 month period.



The normal retirement benefit at age 65 is determined by converting the sum of an employee’s annual pay credits and his or her annual interest credits, into an actuarially equivalent annuity.

Pay credits ranging from 4-8% of an employee’s eligible Earnings are allocated annually to a notional account for the employee based on an employee’s age and years of service. Earnings for purposes of calculating an employee’s pay credit include the employee’s base salary and annual incentive awards subject to Internal Revenue Code limitations and exclude all other bonuses. Executive Annual Incentive Awards are eligible for inclusion in Earnings under this plan.

Interest credits are calculated based upon the annual rate of interest on 30-year U.S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year subject to a minimum rate of 2.6% and a maximum rate of 9%.
Benefit Timing
Normal retirement age under the plan is 65.

A reduced terminated vested benefit may be commenced as early as age 55. The amount of this benefit is determined by reducing the normal retirement benefit by 7% per year for the first 5 years commencement precedes age 65, and 6% per year for each additional year commencement precedes age 65.

A subsidized early retirement benefit may be commenced by employees who are at least age 55 with 10 years of service at the time they separate from service. The amount of this benefit is determined by reducing the normal retirement benefit by 2% per year for each year that early retirement precedes age 65.
Normal retirement age under the plan is 65.

A vested cash balance benefit can be commenced as early as the first day of the month following separation from service. The amount of the benefit is determined in the same manner as the normal retirement benefit described above in the “Retirement Benefit Formula” section.

Normal retirement age under the plan is 65.  Employees who terminate employment prior to age 55 and have a vested benefit in the plan may receive a reduced vested retirement benefit commencing as early as age 55 that is based on the normal age 65 retirement benefit (reduced by 7% per year for the first 5 years commencement precedes age 65, and reduced by 6% for each additional year commencement precedes age 65). Employees who are at least age 55 with at least 10 years of vesting service upon termination of employment are entitled to a subsidized early retirement benefit beginning as early as age 55.  The subsidized early retirement benefit is equal to the normal age 65 retirement benefit reduced by 2% per year for each year that early retirement precedes age 65.

Mr. Denault, Mr. Brown, and Ms. Rainer are eligible for subsidized early retirement benefits.
Cash Balance Plan

The qualified defined benefit pension plan in which employees whose most recent hire or rehire date is on or after July 1, 2014 participate is a funded, tax-qualified, noncontributory cash balance defined benefit pension plan that provides benefits to most of the non-bargaining unit employees of the Entergy System companies hired or rehired on or after July 1, 2014. Mr. Bakken is the only Named Executive Officer who participates in this plan. Generally, the normal retirement benefit under this plan, payable as a single life annuity commencing at normal retirement age 65, is determined by converting the balance of the participant’s nominal Cash Balance Account, which is equal to the sum of his or her annual pay credits and his or her annual interest credits, into an actuarially equivalent annuity, as those terms are defined under the plan. Pay credits are made on December 31 of each plan year and range from 4% to 8% of the participant’s eligible earnings, based upon the sum of his or her age and vesting service as of January 1 of the plan year. Interest credits are made on December 31 of each calendar year, beginning with the calendar year following the calendar year in which the participant first becomes a participant, and are calculated based upon the annual rate of interest on 30-year U. S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year. The interest crediting rate applied for any plan year will never be less than 2.6%, and will never exceed 9%. A participant becomes vested in his or her Cash Balance plan benefit if he or she has at least 3 years of vesting service or attains age 65 while actively employed by an Entergy system company. Normal retirement age is 65, and if a participant terminates employment at that time, payment of his or her normal retirement benefit begins on the first day of the month following his or her normal retirement date. However, if a participant with a vested benefit terminates employment before

his or her normal retirement date, he or she can commence a terminated vested benefit as early as the first day of the month following his or her termination of employment. Participants may elect to receive various optional forms of actuarially equivalent benefit payments, if they satisfy the Plan’s eligibility requirements.

401(k) Savings Plan
The Savings Plan is a tax-qualified 401(k) retirement savings plan, wherein total combined before-tax and after-tax contributions may not exceed 30% of a participant’s base salary up to certain contribution limits defined by the Code. In addition, under the Savings Plan, the Entergy employer of Savings Plan participants, who participate in the Entergy Retirement Plan, matches an amount equal to seventy cents for each dollar contributed by participating employees, including the Named Executive Officers, other than Mr. Bakken, with respect to the first 6% of their eligible earnings under the plan for that pay period. The Entergy employer of Savings Plan participants who participate in the Cash Balance Plan makes a company matching contribution on behalf of the participant equal to one dollar for each dollar contributed by participating employees with respect to the first 6% of their eligible earnings each pay period. Participants who are age 50 or older as of the last day of the plan year and who have made the maximum before-tax deferral contributions for the plan year may make additional before-tax catch-up contributions to the savings plan up to $6,000 per year; however, catch-up contributions are not eligible for a company matching contribution.

Non-qualified Retirement Benefits

The Named Executive Officers are eligible to participate in certain non-qualified retirement benefit plans that provide retirement income, including the Pension Equalization Plan, the Cash Balance Equalization Plan, and the System Executive Retirement Plan. Each of these plans is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. In these plans, as described below, an executive is typically enrolledmay participate in one or more non-qualified plans, but is only paid the amount due under the plan that provides the highest benefit. In general, upon disability, participants in the Pension Equalization Plan and the System Executive Retirement Plan remain eligible for continued service credits until the earlier of recovery, separation from service due to disability, or retirement eligibility. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant’s accrued benefit.

All of the Named Executive Officers, except Mr. Bakken, participate in both the Pension Equalization Plan and the System Executive Retirement Plan. Mr. Bakken participates in the
Pension Equalization PlanCash Balance Equalization PlanSystem Executive Retirement Plan
Eligible Named Executive Officers
Marcus V. Brown
Haley R. Fisackerly
Leo P. Denault
Laura R. Landreaux
Andrew S. Marsh

Phillip R. May, Jr.
Sallie T. Rainer
Charles L. Rice, Jr.
Richard C. Riley
Roderick K. West

A. Christopher Bakken, III
David D. Ellis
Marcus V. Brown
Haley R. Fisackerly
Leo P. Denault
Andrew S. Marsh

Phillip R. May, Jr.
Sallie T. Rainer
Charles L. Rice, Jr.
Richard C. Riley
Roderick K. West

EligibilityManagement or highly compensated employees who participate in the Entergy Retirement PlanManagement or highly compensated employees who participate in the Cash Balance PlanCertain individuals who became executive officers before July 1, 2014
Form of Payment Upon RetirementSingle lump sum distributionSingle lump sum distributionSingle lump sum distribution
Retirement Benefit Formula
Benefits generally are equal to the actuarial present value of the difference between (1) the amount that would have been payable as an annuity under the Entergy Retirement Plan, including Executive Annual Incentive Awards as eligible earnings and without applying Internal Revenue Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and (2) the amount actually payable an annuity under the Entergy Retirement Plan.
Executive Annual Incentive Awards are taken into account as eligible earnings under this plan.
Benefits generally are equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for Internal Revenue Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan.Benefits generally are equal to the actuarial present value of a specified percentage, based on the participant’s years of service (including supplemental service granted under the plan) and management level of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s base salary and Annual Incentive Plan award for the 3 highest years during the last 10 years preceding separation from service), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit.
Benefit timing
Payable at age 65

Benefits payable prior to age 65 are subject to the same reduced terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above.

An employee with supplemental credited service who terminates employment prior to age 65 must receive prior written consent of the Entergy employer in order to receive the portion of their benefit attributable to their supplemental credited service agreement.

Benefits payable upon separation from service subject to the 6 month delay required under Code Section 409A.
Payable upon separation from service subject to 6 month delay required under Code Section 409A.
Payable at age 65

Prior to age 65, vesting is conditioned on the prior written consent of the officer’s Entergy employer.

Benefits payable prior to age 65 are subject to the same reduced terminated vested or subsidized early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above.

Benefits payable upon separation from service subject to the 6 month delay required under Internal Revenue Code Section 409A.

The Pension Equalization Plan
The Pension Equalization Plan is a non-qualified unfunded restoration retirement plan that provides for the payment to eligible participants who also participate in the Entergy Retirement Plan from Entergy’s general assets of a single lump sum cash distribution generally upon separation from service generally equal to the actuarial present value of the difference between the amount that would have been payable as an annuity under the tax-qualified pension plan, but for Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and the amount actually payable as an annuity under the Entergy Retirement Plan. The Pension Equalization Plan also takes into account as eligible earnings certain incentive awards paid to certain participants under the Annual Incentive Plan not included in earnings under the Retirement Plan and includes supplemental credited service granted to a participant in calculating his or her benefit. Participants receive their Pension Equalization Plan benefit in the form of a single sum cash distribution. The benefits under this plan are offset by benefits payable from the qualified retirement plan and may be offset by prior Entergy employer benefits. The Pension Equalization Plan benefit attributable to supplemental credited service is not vested until age 65. Subject to the prior written consent of the Entergy employer (which consent is deemed given if the participant’s employment is terminated within 24 months following a change in control by the employer without “Cause” or by the participant for “Good Reason,” each as defined in the plan), an employee with supplemental credited service who terminates employment prior to age 65 may be vested in his or her benefit, with payment of the lump sum benefit generally at separation from service unless delayed 6 months under Code Section 409A. Benefits payable prior to age 65 are subject to the same terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan.Additional Information

(1)Effective July 1, 2014, (a) no new grants of supplemental service may be provided to participants in the Pension Equalization Plan; (b) supplemental credited service granted prior to July 1, 2014 was grandfathered; and (c) participants in Entergy Corporation’s Cash Balance Plan are not eligible to participate in the Pension Equalization Plan and instead may be eligible to participate in the Cash Balance Equalization Plan.
Effective July 1, 2014, participants in the Pension Equalization Plan are no longer provided with supplemental credited service unless the grant of supplemental credited service was approved and accepted in writing by the plan administrator prior to July 1, 2014. In addition, the Pension Equalization Plan was amended effective July 1, 2014 to provide that employees who participate in Entergy Corporation’s Cash Balance Plan are not eligible to participate in the Pension Equalization Plan and instead may be eligible to participate in a new Cash Balance Equalization Plan.
(2)Benefits accrued under the System Executive Retirement Plan, Pension Equalization Plan, and Cash Balance Equalization Plan, if any, will become fully vested if a participant is involuntarily terminated without cause or terminates his or her employment for good reason in connection with a change in control with payment generally made in a lump-sum payment as soon as reasonably practicable following the first day of the month after the termination of employment, unless delayed 6 months under Internal Revenue Code Section 409A.
(3)The System Executive Retirement Plan was closed to new executive officers effective July 1, 2014.

Cash Balance Equalization Plan

The Cash Balance Equalization Plan is a non-qualified unfunded restoration retirement plan that provides for the payment to eligible participants who participate in the Cash Balance Plan from Entergy Corporation’s general assets of a single lump sum cash distribution generally upon separation from service generally equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan. In the event of a change in control, participants whose employment is terminated without “Cause” or by the employee for “Good Reason,” as each is defined in the Cash Balance Plan, shall become fully vested in all benefits accrued under this plan as of the date of termination of employment and shall be entitled to a lump-sum payable under this plan generally as soon as reasonably practicable following the first day of the month after the termination of employment.

The System Executive Retirement Plan

The System Executive Retirement Plan is a non-qualified supplemental retirement plan that provides for a single sum payment at age 65. Like the Pension Equalization Plan, the System Executive Retirement Plan is designed to provide for the payment to eligible participants who participate in the Entergy Retirement Plan from Entergy Corporation's general assets of a single-sum cash distribution upon the participant’s separation from service. The single-sum benefit is generally equal to the actuarial present value of a specified percentage of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s annual rate of base salary and Annual Incentive Plan award for the 3 highest years during the last 10 years preceding termination of employment), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit.
While the System Executive Retirement Plan has a replacement ratio schedule from one year of service to the maximum of 30 years of service, the table below offers a sample ratio at 20 and 30 years of service.

Years of Service Executives at Management Level 1 - Mr. Denault Executives at Management Levels 2 and 3 - Messrs. Brown, Marsh, May, and West Executives at Management Level 4 - All Other Named Executive Officers
20 Years 55.0% 50.0% 45.0%
30 years 65.0% 60.0% 55.0%
The System Executive Retirement Plan benefit is not vested until age 65. Subject to the prior written consent of the Entergy employer, an employee who terminates his or her employment prior to age 65 may be vested in the System Executive Retirement Plan benefit, with payment of the lump sum benefit generally at separation from service unless delayed 6 months under Code Section 409A.  Benefits payable prior to age 65 are subject to the same terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan.  Further, in the event of a change in control, participants whose employment is terminated without “Cause” or by the employee for “Good Reason,” as each is defined in the plan are also eligible for a subsidized lump sum benefit payment, even if they do not currently meet the age or service requirements for early retirement under that plan or have company permission to separate from employment. Such lump sum benefit is payable generally at separation from service unless delayed 6 months under Code Section 409A. The System Executive Retirement Plan was closed to new executive officers effective July 1, 2014.


20162018 Non-qualified Deferred Compensation

As of December 31, 2016,2018, Mr. May had a deferred account balance under a frozen Defined Contribution Restoration Plan.  The amount is deemed invested, as chosen by the participant, in certain T. Rowe Price investment funds that are also available to the participant under the Savings Plan.  Mr. May has elected to receive the deferred account balance after he retires. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees’ deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Internal Revenue Code.

Defined Contribution Restoration Plan
Name Executive Contributions in 2016 Registrant Contributions in 2016 
Aggregate Earnings in 2016(1)
 Aggregate Withdrawals/Distributions Aggregate Balance at December 31, 2016 Executive Contributions in 2018 Registrant Contributions in 2018 
Aggregate Earnings in 2018(1)
 Aggregate Withdrawals/Distributions Aggregate Balance at December 31, 2018
(a) (b) (c) (d) (e) (f) (b) (c) (d) (e) (f)
                    
Phillip R. May, Jr. 
$—
 
$—
 
$177
 
$—
 
$1,751
 
$—
 
$—
 
$69
 
$—
 
$2,182

(1)Amounts in this column are not included in the Summary Compensation Table.

20162018 Potential Payments Upon Termination or Change in Control

Entergy Corporation has plans and other arrangements that provide compensation to a Named Executive Officer if his or her employment terminates under specified conditions, including following a change in control of Entergy Corporation. In addition,Corporation or its subsidiaries.
Change in 2006Control
Under Entergy Corporation’s System Executive Continuity Plan (the “Continuity Plan”), ML 1-4 Officers are eligible to receive the severance benefits described below if their employment is terminated by their Entergy System employer other than for cause or if they terminate their employment for good reason during a period beginning with a potential change in control and ending 24 months following the effective date of a change in control (a “Qualifying Termination”). A participant will not be eligible for benefits under the Continuity Plan if such participant: accepts employment with Entergy Corporation entered into a retention agreement with Mr. Denault that provides possibilityor any of additional service creditits subsidiaries; elects to receive the benefits of another severance or separation program; removes, copies or fails to return any property belonging to Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision (which generally runs for two years but extends to three years if permissible under the System Executive Retirement Plan upon certain terminations of employment. There are noapplicable law). Entergy Corporation does not have any plans or agreements that would provide for payments or benefits to any of the Named Executive Officers solely upon a change in control.

In the event of a Qualifying Termination, executive officers, including the Named Executive Officers, generally will receive the benefits set forth below:


Compensation ElementPayment
Severance*A lump sum severance payment equal to a multiple of the sum of: (a) the participant’s annual base salary as in effect at any time within one year prior to the commencement of a change of control period or, if higher, immediately prior to a circumstance constituting good reason, plus (b) the participant’s annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Plan for the two calendar years immediately preceding the calendar year in which termination occurs.
Performance UnitsParticipants will forfeit outstanding performance units, and in lieu of any payment for any outstanding performance period, will receive a single-lump sum payment calculated by multiplying the target performance units for the most recent performance period preceding (but not including) the calendar year in which termination occurs by the closing price of Entergy’s common stock as of the later of the date of such termination or the date of the Change in Control.
Equity AwardsAll unvested stock options, shares of restricted stock and restricted stock units will vest immediately upon a “double trigger” Qualifying Termination pursuant to the terms of the Equity Ownership Plan.
Retirement BenefitsBenefits already accrued under the System Executive Retirement Plan, Pension Equalization Plan and Cash Balance Equalization Plan, if any, will become fully vested.
Welfare BenefitsParticipants who are not retirement-eligible would be eligible to receive Entergy-subsidized COBRA benefits for a period ranging from 12 to 18 months.
*Cash severance payments are capped at 2.99 times the sum of (a) an executive’s annual base salary plus (b) the higher of his or her actual annual incentive payment under the Annual Incentive Plan or his or her annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Plan for the two calendar years immediately preceding the calendar year in which termination occurs. Any cash severance payments to be paid under the Continuity Plan in excess of this cap will be forfeited by the participant.
To protect shareholders and Entergy Corporation’s business model, executives are required to comply with non-compete, non-solicitation, confidentiality and non-denigration provisions. If an executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision, he or she will be required to repay any benefits previously received under the Continuity Plan.
For purposes of the Continuity Plan the following events are generally defined as:

Change in Control: (a) the purchase of 30% or more of either Entergy Corporation’s common stock or the combined voting power of Entergy Corporation’s voting securities; (b) the merger or consolidation of Entergy Corporation (unless its Board members constitute at least a majority of the board members of the surviving entity); (c) the liquidation, dissolution or sale of all or substantially all of Entergy Corporation’s assets; or (d) a change in the composition of Entergy Corporation’s Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation’s Board at the end of the period.

Potential Change in Control: (a) Entergy Corporation or an affiliate enters into an agreement the consummation of which would constitute a Change in Control; (b) the Entergy Corporation Board adopts resolutions determining that, for purposes of the Continuity Plan, a potential Change in Control has occurred; (c) a System Company or other person or entity publicly announces an intention to take actions that would constitute a Change in Control; or (d) any person or entity becomes the beneficial owner (directly or indirectly) of Entergy Corporation’s outstanding shares of common stock constituting 20% or more of the voting power or value of the Entergy Corporation’s outstanding common stock.

Cause: The participant’s (a) willful and continuous failure to perform substantially his or her duties after written demand for performance; (b) engagement in conduct that is materially injurious to Entergy Corporation or any of its subsidiaries; (c) conviction or guilty or nolo contendere plea to a felony or other crime that materially and adversely affects either his or her ability to perform his or her duties or Entergy Corporation’s reputation; (d)

material violation of any agreement with Entergy Corporation or any of its subsidiaries; or (e) disclosure of any of Entergy Corporation’s confidential information without authorization.

Good Reason: The participant’s (a) nature or status of duties and responsibilities is substantially altered or reduced; (b) salary is reduced by 5% or more; (c) primary work location is relocated outside the continental United States; (d) compensation plans are discontinued without an equitable replacement; (e) benefits or number of vacation days are substantially reduced; or (f) an Entergy employer purports to terminate his employment other than in accordance with the Continuity Plan.
Other Termination Events

For termination events, other than in connection with a Change in Control, the executive officers, including the Named Executive Officers, generally will receive the benefits set forth below:

Termination EventCompensation Element
SeveranceAnnual IncentiveStock OptionsRestricted StockPerformance Units
Voluntary ResignationNoneForfeited*
Unvested options are Forfeited
Vested options expire on the earlier of (i) 90 days from the last day of active employment and (ii) the option’s normal expiration date.
ForfeitedForfeited**
Termination for CauseNoneForfeitedForfeitedForfeitedForfeited
RetirementNone
Pro-rated based on number of days employed during the performance period

Unvested stock options vest on the retirement date and expire the earlier of (i) five years from the
Retirement date and (ii) the option’s normal expiration date.

ForfeitedOfficers with a minimum of 12 months of participation are eligible for a pro-rated award based on actual performance and full months of service during the performance period
Death/DisabilityNone
Pro-rated based on number of days employed during the performance period

Unvested stock options vest on the termination date and expire the earlier of (i) five years from the termination date and (ii) the option’s normal expiration date

Fully VestOfficers are eligible for pro-rated award based on actual performance and full months of service during the performance period
*If an officer resigns after the completion of an Annual Incentive Plan, he or she may receive, at the Company’s discretion, an annual incentive payment.
**If an officer resigns after the completion of a Long-Term Performance Unit Program performance period, he or she may receive a payout under the Long-Term Performance Unit Program based on the outcome of the performance period.


Mr. Denault’s 2006 Retention Agreement

In 2006, Entergy Corporation entered into a retention agreement with Mr. Denault that provides benefits to him in addition to, or in lieu of, the benefits described above. Specifically, in the event of a Termination Event (as defined in his agreement): 1) Mr. Denault is entitled to a Target LTIP Award calculated by using the average annual number of performance units with respect to the two most recent performance periods preceding the calendar year in which his employment termination occurs, assuming all performance goals were achieved at target; and 2) all of Mr. Denault’s unvested stock options and shares of restricted stock will immediately vest.

In the event of death or disability, Mr. Denault would receive the greater of the Target LTIP Award calculated as described above or the pro-rated number of performance units for all open performance periods, based on the number of months of his participation in each open performance period.

Under the terms of his 2006 retention agreement, Mr. Denault’s employment may be terminated for cause upon Mr. Denault’s: (a) continuing failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from the Personnel Committee; (b) willfully engaging in conduct that is demonstrably and materially injurious to Entergy; (c) conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime that has or may have a material adverse effect on his ability to carry out his duties or upon Entergy’s reputation; (d) material violation of any agreement that he has entered into with Entergy; or (e) unauthorized disclosure of Entergy’s confidential information.

Mr. Denault may terminate his employment for good reason upon: (a) the substantial reduction in the nature or status of his duties or responsibilities from those in effect immediately prior to the date of the retention agreement, other than de minimis acts that are remedied after notice from Mr. Denault; (b) a reduction of 5% or more in his base salary as in effect on the date of the retention agreement; (c) the relocation of his principal place of employment to a location other than the corporate headquarters; (d) the failure to continue to allow him to participate in programs or plans providing opportunities for equity awards, incentive compensation and other plans on a basis not materially less favorable than enjoyed at the time of the retention agreement (other than changes similarly affecting all senior executives); (e) the failure to continue to allow him to participate in programs or plans with opportunities for benefits not materially less favorable than those enjoyed by him under any of the pension, savings, life insurance, medical, health and accident, disability or vacation plans or policies at the time of the retention agreement (other than changes similarly affecting all senior executives); or (f) any purported termination of his employment not taken in accordance with his retention agreement.

Aggregate Termination Payments
The tables below reflect the amount of compensation each of the Named Executive Officers would have received if his or her employment with their Entergy employer had been terminated under various scenarios as of December 31, 2016.2018 under the various scenarios described above. For purposes of these tables, a stock price of $73.47$86.07 was used, which was the closing market price on December 30, 2016,31, 2018, the last trading day of the year.


Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for Cause
Retirement (1)(2)
DisabilityDeathChange in ControlTermination Related to a Change in Control
A. Christopher Bakken, III(3)
        
         
Severance Payment(6)








$1,808,950
Performance Units:(8)
        
2015-2017 Performance Unit Program




$178,238

$178,238


$477,555
2016-2018 Performance Unit Program




$178,508

$178,508


$558,372
Unvested Stock Options







Unvested Restricted Stock







Welfare Benefits(13)








$21,060
Unvested Restricted Stock Units(14)



$734,700


$734,700

$734,700


$2,204,100
         
Marcus V. Brown(1)(4)
        
         
Severance Payment(6)








$3,085,500
Performance Units:(8)
        
2015-2017 Performance Unit Program



$320,843

$320,843

$320,843


$477,555
2016-2018 Performance Unit Program



$200,794

$200,794

$200,794


$558,372
Unvested Stock Options(9)




$235,667

$235,667

$235,667


$235,667
Unvested Restricted Stock(11)





$743,296

$743,296


$898,979
Welfare Benefits(12)








         
Leo P. Denault (1)(5)
        
         
Severance Payment(6)








$8,010,000
Performance Units:(7)(8)
  
$2,384,102
     
2015-2017 Performance Unit Program



$1,621,262

$1,621,262

$1,621,262


$2,384,102
2016-2018 Performance Unit Program



$1,021,233

$1,021,233

$1,021,233


$2,791,860
Unvested Stock Options(9)



$849,903

$849,903

$849,903

$849,903


$849,903
Unvested Restricted Stock(11)



$2,243,774


$2,243,774

$2,243,774


$2,243,774
Welfare Benefits(12)








         
Haley Fisackerly (3)
        
         
Severance Payment(6)








$490,000
Performance Units:(8)
        
2015-2017 Performance Unit Program




$71,045

$100,284


$124,899
2016-2018 Performance Unit Program




$44,082

$33,018


$139,593
Unvested Stock Options(9)





$39,410

$27,588


$39,410
Unvested Restricted Stock(11)





$141,870

$84,493


$169,641
Welfare Benefits(13)








$18,846
Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for CauseRetirementDisabilityDeathTermination Related to a Change in Control
A. Christopher Bakken, III(1)
       
Severance Payment






$3,254,438
Performance Units(3)





$702,847

$702,847

$1,127,518
Stock Options




$713,136

$713,136

$713,136
Restricted Stock




$775,045

$775,045

$775,045
Welfare Benefits(5)







$22,248
Unvested Restricted Stock Units(7)



$860,700


$860,700

$860,700

$2,582,100
        
Marcus V. Brown(2)
       
Severance Payment






$3,315,000
Performance Units(3)




$702,847

$702,847

$702,847

$1,127,518
Stock Options



$1,012,080

$1,012,080

$1,012,080

$1,012,080
Restricted Stock




$1,041,237

$1,041,237

$1,041,237
Welfare Benefits(6)







        
Leo P. Denault(2)
       
Severance Payment






$10,172,115
Performance Units(3)(4)



$3,145,859

$4,019,469

$4,019,469

$4,019,469

$5,697,834
Stock Options


$4,057,108

$4,057,108

$4,057,108

$4,057,108

$4,057,108
Restricted Stock


$2,990,370


$2,990,370

$2,990,370

$2,990,370
Welfare Benefits(6)







        
David D. Ellis(1)
       
Severance Payment






$305,000
Performance Units(3)







Stock Options






Restricted Stock






Welfare Benefits(5)







$19,908
        
Haley R. Fisackerly(1)
       
Severance Payment






$512,343
Performance Units(3)





$153,463

$153,463

$249,604
Stock Options




$166,109

$166,109

$166,109
Restricted Stock




$161,250

$161,250

$161,250
Welfare Benefits(5)







$19,908
        
Laura R. Landreaux(1)
       
Severance Payment






$392,700
Performance Units(3)(4)





$92,525

$92,525

$249,604
Stock Options






Restricted Stock




$247,702

$247,702

$247,702
Welfare Benefits(5)







$19,908

Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for Cause
Retirement (1)(2)
DisabilityDeathChange in ControlTermination Related to a Change in Control
Andrew S. Marsh (3)
        
         
Severance Payment(6)








$2,852,981
Performance Units:(8)
 
 
 
 
    
2015-2017 Performance Unit Program




$320,843

$320,843


$477,555
2016-2018 Performance Unit Program




$200,794

$200,794


$558,372
Unvested Stock Options(9)





$251,117

$251,117


$251,117
Unvested Restricted Stock(11)





$743,296

$743,296


$898,979
Welfare Benefits(13)








$28,269
Unvested Stock Units(15)





$1,550,217

$1,550,217


$1,550,217
         
Phillip R. May, Jr. (3)
        
         
Severance Payment(6)








$1,141,280
Performance Units:(8)
        
2015-2017 Performance Unit Program




$100,433

$100,433


$198,369
2016-2018 Performance Unit Program




$66,123

$66,123


$220,410
Unvested Stock Options(9)





$55,403

$55,403


$55,403
Unvested Restricted Stock(11)





$175,226

$175,226


$203,952
Welfare Benefits(13)








$28,269
         
Hugh T. McDonald (2)
        
         
Severance Payment(6)








Performance Units:(8)
    
    
2015-2017 Performance Unit Program



$31,543




2016-2018 Performance Unit Program







Unvested Stock Options(10)




$18,883




Unvested Restricted Stock(11)








Welfare Benefits(12)








         
Sallie T. Rainer (1)(4)
        
         
Severance Payment(6)




$71,045

$71,045

$71,045


$124,899
Performance Units:(8)
        
2015-2017 Performance Unit Program



$44,082

$44,082

$44,082


$92,286
2016-2018 Performance Unit Program



$39,410

$39,410

$39,410


$92,286
Unvested Stock Options(9)





$139,446

$139,446


$27,337
Unvested Restricted Stock(11)








$160,537
Welfare Benefits(12)








$19,234


Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for Cause
Retirement (1)(2)
DisabilityDeathChange in ControlTermination Related to a Change in Control
Charles R. Rice, Jr (3)
        
         
Severance Payment(6)








$392,593
Performance Units:(8)
        
2015-2017 Performance Unit Program




$71,045

$71,045


$124,899
2016-2018 Performance Unit Program




$44,082

$44,082


$139,593
Unvested Stock Options(9)





$37,350

$37,350


$37,350
Unvested Restricted Stock(11)





$132,980

$132,980


$157,226
Welfare Benefits(13)








$18,846
         
Richard C. Riley (3)
        
         
Severance Payment(6)








$469,000
Performance Units:(8)
        
2015-2017 Performance Unit Program




$71,045

$71,045


$124,899
2016-2018 Performance Unit Program




$44,082

$44,082


$139,593
Unvested Stock Options(9)
    
$41,144

$41,144


$41,144
Unvested Restricted Stock(11)





$146,866

$146,866


$182,058
Welfare Benefits(13)








$18,846
         
Roderick K. West (3)
        
         
Severance Payment(6)








$3,361,512
Performance Units:(8)
        
2015-2017 Performance Unit Program




$320,843

$320,843


$477,555
2016-2018 Performance Unit Program




$200,794

$200,794


$558,372
Unvested Stock Options(9)
    
$242,910

$242,910


$242,910
Unvested Restricted Stock(11)





$733,524

$733,524


$883,036
Welfare Benefits(13)








$28,269
Unvested Restricted Units(16)



$1,542,870





$1,542,870
Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for CauseRetirementDisabilityDeathTermination Related to a Change in Control
Andrew S. Marsh(1)
       
Severance Payment






$3,172,200
Performance Units(3)





$702,847

$702,847

$1,127,518
Stock Options




$1,079,995

$1,079,995

$1,079,995
Restricted Stock��




$1,059,217

$1,059,217

$1,059,217
Welfare Benefits(5)







$29,862
Unvested Restricted Stock Units(8)





$1,816,077

$1,816,077

$1,816,077
        
Phillip R. May, Jr.(2)
       
Severance Payment






$1,220,960
Performance Units(3)




$253,907

$253,907

$253,907

$352,888
Stock Options



$237,513

$237,513

$237,513

$237,513
Restricted Stock




$204,746

$204,746

$204,746
Welfare Benefits(6)







        
Sallie T. Rainer(2)
       
Severance Payment






$473,373
Performance Units(3)




$153,463

$153,463

$153,463

$249,604
Stock Options



$168,176

$168,176

$168,176

$168,176
Restricted Stock




$164,349

$164,349

$164,349
Welfare Benefits(6)







        
Charles R. Rice, Jr(1)
       
Severance Payment






Performance Units(3)





$65,241

$65,241

Stock Options




$78,234

$78,234

Restricted Stock




$124,490

$124,490

Welfare Benefits(5)







        
Richard C. Riley(2)
       
Severance Payment






$1,050,000
Performance Units(3)




$212,335

$212,335

$212,335

$352,888
Stock Options



$186,280

$186,280

$186,280

$186,280
Restricted Stock




$195,937

$195,937

$195,937
Welfare Benefits(6)







        
Roderick K. West(1)
       
Severance Payment






$3,552,650
Performance Units(3)





$702,847

$702,847

$1,127,518
Stock Options




$854,067

$854,067

$854,067
Restricted Stock




$864,531

$864,531

$864,531
Welfare Benefits(5)







$29,862

(1)1)See “2018 Pension Benefits” for a description of the pension benefits Mr. Bakken, Mr. Ellis, Mr. Fisackerly, Ms. Landreaux, Mr. Marsh, Mr. Rice, and Mr. West may receive upon the occurrence of certain termination events.

2)As of December 31, 2016,2018, Mr. Brown, Mr. Denault, Mr. Brown,May, Mr. Riley, and Ms. Rainer are retirement eligible and would retire rather than voluntarily resign.
(2)Mr. McDonald retired effective April 30, 2016.

Pension Benefits:

(3)In addition to the paymentsresign, and benefits in the table, if a Named Executive Officer’s, other than Mr. Denault’s, Mr. Brown’s, and Ms. Rainer’s, employment were terminated under certain conditions relating to a change in control, each also would have been entitled to receive his vested pension benefits upon attainment of age 55 and would have been eligible for early retirement benefits under the System Executive Retirement Plan calculated using early retirement reduction factors. For a description of the pension benefits, see “2016 Pension Benefits.” If a Named Executive Officer’s, other than Mr. Denault’s, Mr. Brown’s, and Ms. Rainer’s, employment were

terminated for cause or each were to resign before age 65 without the permission of their Entergy employer, each would not receive a benefit under the System Executive Retirement Plan. In addition to the payments and benefits in the table, if Mr. Bakken’s employment were terminated under certain conditions relating to a change in control, on the first day of the month following the Qualifying Event (as defined in the Cash Balance Equalization Plan), he would have become vested in and have been entitled to receive his vested pension benefits accumulated in the Cash Balance Equalization Plan as of the date of the Qualifying Event so long as a forfeiture event does not occur as described in the plan. For a description of the pension benefits under the Cash Balance Equalization Plan, see “2016 Pension Benefits.”

(4)In addition to the payments and benefits in the table, Mr. Brown, Mr. Denault, Mr. Riley, and Ms. Rainer eachalso would have been eligible to retire andbe entitled to receive their vested pension benefits.benefits under the Entergy Retirement Plan. For a description of the pensionthese benefits, available, see “2016“2018 Pension Benefits.” In the event of a termination by their Entergy employer without cause or by the executive for good reason in connection with a change in control, Mr. Brown and Ms. Rainer each would be eligible for subsidized early retirement benefits under the System Executive Retirement Plan even if they do not have their Entergy employer’s permission to separate from employment. If Mr. Brown’s or Ms. Rainer’s employment were terminated for cause or if either were to retire before age 65 without the permission of their Entergy employer, they would not receive a benefit under the System Executive Retirement Plan.

(5)3)In addition toFor purposes of the table, the value of Mr. Denault’s payments was calculated by multiplying the target performance units for the 2015-2017 Performance Unit Program (33,100) by the closing price of Entergy stock on December 31, 2018 ($86.07), which would equal a payment of $2,848,917 for the forfeited performance units for each performance period. The value of Mr. Bakken’s, Mr. Brown’s, Mr. Marsh’s, and Mr. West’s payments was calculated by multiplying the target performance units for the 2015-2017 Performance Unit Program (6,550) by the closing price of Entergy stock on December 31, 2018 ($86.07), which would equal a payment of $563,759 for the forfeited performance units for each performance period. The value of Mr. May’s and Mr. Riley’s payment was calculated by multiplying the target performance units for the 2015-2017 Performance Unit Program (2,050) by the closing price of Entergy stock on December 31, 2018 ($86.07), which would equal a payment of $176,444 for the forfeited performance units for each performance period. The value of the payments for the other Named Executives Officers, other than Mr. Ellis and benefitsMr. Rice, was calculated by multiplying the target performance units for the 2015-2017 Performance Unit Program (1,450) by the closing price of Entergy stock on December 31, 2018 ($86.07), which would equal a payment of $124,802 for the forfeited performance units for each performance period. At December 31, 2018, Mr. Ellis was not eligible to participate in the table,long-term performance unit program, and Mr. Denault also would have been entitled to receive his vested pension benefits. If Mr. Denault’s employmentRice was terminated by his Entergy employer other than for cause, by Mr. Denault for good reason or on account of his death or disability, he would also be eligible for certain additional retirement benefits. Fornot a description of these benefits, see “2016 Pension Benefits.” Otherwise, if Mr. Denault’s employment was terminated for cause or he was to retire before age 65 without the permission of his Entergy employer, he would not receive a benefit underparticipant in the System Executive RetirementContinuity Plan.
For purposes of the table, the values of the awards payable in the event of retirement in the case of Mr. Brown, Mr. Denault, Mr. May, Ms. Rainer, or Mr. Riley or upon death or disability, other than Mr. Denault, for each Named Executive Officer were calculated as follows:
Mr. Denault’s:
2017-2019 Plan: 32,467 (24/36 × 48,700) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 14,233 (12/36 × 42,700) performance units at target, assuming a stock price of $86.07
Messrs. Bakken’s, Brown’s, Marsh’s, and West’s:
2017-2019 Plan: 5,533 (24/36 × 8,300) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 2,633 (12/36 × 7,900) performance units at target, assuming a stock price of $86.07
Mr. May’s:
2017-2019 Plan: 2,100 (24/36 × 3,150) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 850 (12/36 × 2,550) performance units at target, assuming a stock price of $86.07
Mr. Riley’s:
2017-2019 Plan: 1,667 (24/36 × 2,500) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 800 (12/36 × 2,400) performance units at target, assuming a stock price of $86.07
Mr. Fisackerly’s and Ms. Rainer’s:
2017-2019 Plan: 1,233 (24/36 × 1,850) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 545 (12/36 × 1,650) performance units at target, assuming a stock price of $86.07
Ms. Landreaux’s:
2017-2019 Plan: 617 (24/36 × 925) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 458 (12/36 × 1,375) performance units at target, assuming a stock price of $86.07
Mr. Rice’s:

Severance Payments2017-2019 Plan: 651 (24/36 × 976) performance units at target, assuming a stock price of $86.07
2018-2020 Plan: 107 (12/36 × 321) performance units at target, assuming a stock price of $86.07

(6)4)In the event of a termination (not due to death or disability) by the executive for good reason or by the applicable Entergy employer not for cause during the period beginning upon the occurrence of a “potential change in control” (as defined in the System Executive Continuity Plan) and ending on the 2nd anniversary of a change in control, each Named Executive Officer would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to a multiple of the sum of (1) their annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (2) their annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Plan for 2014 and 2015 (the two calendar years immediately preceding the calendar year in which termination occurs), but in no event shall the severance be more than the product of 2.99 times the sum of (a) their annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) the higher of their actual annual incentive payment under the Annual Incentive Plan for the 2015 performance year or their annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Plan for 2014 and 2015 (the two calendar years immediately preceding the calendar year in which termination occurs). For purposes of this table, it assumed the following target opportunity and base salary was assumed:


Named Executive OfficerTarget OpportunityBase Salary
A. Christopher Bakken III0%$605,000
Marcus V. Brown70%$605,000
Leo P. Denault123%$1,200,000
Andrew S. Marsh70%$559,408
Haley R. Fisackerly40%$350,000
Phillip R. May Jr,60%$356,650
Sallie T. Rainer40%$319,475
Charles L. Rice, Jr.40%$280,424
Richard C. Riley40%$335,000
Roderick K. West70%$659,120

Performance Units

(7)With respect to Mr. Denault, in the event of a Termination Event, he is entitled to a Target LTIP Award, as defined in his 2006 retention agreement, calculated by using the average annual number of performance units with respect to the two most recent performance periods preceding the calendar year in which his employment termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Denault’s retention payment was calculated by taking an average of the target performance units from the 2012-20142014-2016 Performance Unit Program (26,900)(40,000) and from the 2013-20152015-2017 Performance Unit Program (38,000)(33,100). This average number of units (32,450)(36,550) multiplied by the closing price of Entergy Corporation stock on December 30, 201631, 2018 ($73.47)86.07) would equal a payment of $2,384,102. In the event of death or disability, Mr. Denault receives the greater of Target LTIP Award calculated as described above or the sum of the amount that would be payable under the provisions of each open Performance Unit Program.$3,145,859.

(8)5)In the event of a qualifying termination related to a change in control, each Named Executive Officer would have forfeited their performance units for the 2015-2017 performance period and would have been entitled to receive, pursuant to the 2011 Equity Ownership Plan, a single-lump sum payment that would not be based on any outstanding performance period. For the 2015-2017 performance period, the payment would have been calculated using the average annual number of performance units they would have been entitled to receive under each Performance Unit Program with respect to the two most recent performance periods preceding (but not including) the calendar year in which their termination occurs, assuming all performance goals were achieved at target multiplied by the closing price of Entergy Corporation stock on December 30, 2016. For purposes of the table, the value of Mr. Denault’s payment was calculated by taking an average of the target performance units from the 2012-2014 Performance Unit Program (26,900) and 2013-2015 Performance Unit Program (38,000). This average number of units (32,450) multiplied by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47) would equal a payment of $2,384,102 for the forfeited performance units.

The value of the payment for Messrs. Marsh, Bakken, and West was calculated by taking an average of the target performance units from the 2012-2014 Performance Unit Program (5,400) and 2013-2015 Performance Unit Program (7,600). This average number of units (6,500) multiplied by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47) would equal a payment of $477,555 for the forfeited performance units.

The value of the payment for Mr. May was calculated by taking an average of the target performance units from the 2012-2014 Performance Unit Program (2,400) and 2013-2015 Performance Unit Program (3,000). This average number of units (2,700) multiplied by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47) would equal a payment of $198,369 for the forfeited performance units.

The value of the payment for Messrs. Fisackerly, Rice, Riley, and Ms. Rainer was calculated by taking an average of the target performance units from the 2012-2014 Performance Unit Program (1,500) and 2013-2015 Performance Unit Program (1,900). This average number of units (1,700) multiplied by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47) would equal a payment of $124,899 for the forfeited performance units.

In the event of a qualifying termination related to a change in control, each Named Executive Officer would have forfeited his performance units for the 2016-2018 performance period and would have been entitled to receive, pursuant to the 2015 Equity Ownership Plan, a single-lump sum payment that would not be based on any outstanding performance period. The 2016-2018 performance period payment would have been calculated using the most recent performance period preceding (but not including) the calendar year in which termination occurs. For purposes of the table, the value of Mr. Denault’s payment was calculated by multiplying the target performance units for the 2013-2015 Performance Unit Program (38,000) by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47), which would equal a payment of $2,791,860 for the forfeited performance units.

The value of the payment for Messrs. Marsh, Bakken, and West was calculated by multiplying the target performance units for the 2013-2015 Performance Unit Program (7,600) by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47), which would equal a payment of $558,372 for the forfeited performance units.

The value of the payment for Mr. May was calculated by multiplying the target performance units for the 2013-2015 Performance Unit Program (3,000) by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47), which would equal a payment of $220,410 for the forfeited performance units. The value of the payment for Messrs. Fisackerly, Rice, Riley, and Ms. Rainer was calculated by multiplying the target performance units for the 2013-2015 Performance Unit Program (1,900) by the closing price of Entergy Corporation stock on December 30, 2016 ($73.47), which would equal a payment of $139,593 for the forfeited performance units.

In the event of retirement in the case of Mr. Denault, Mr. Brown, or Ms. Rainer, or upon death or disability, other than Mr. Denault, each Named Executive Officer would not have forfeited their performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on their number of months of participation in each open Performance Unit Program performance period, in accordance with their grant agreement under the Performance Unit Program. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period. For purposes of the table, the values of the awards were calculated as follows:

Mr. Denault’s:

2015 - 2017 Plan - 22,067 (24/36*33,100) performance units at target, assuming a stock price of $73.47
2016 - 2018 Plan - 13,900 (12/36*41,700) performance units at target, assuming a stock price of $73.47

Mr. Bakken’s:

2015 - 2017 Plan - 2,426 (24/36*3,639) performance units at target, assuming a stock price of $73.47
2016 - 2018 Plan - 2,430 (12/36*7,289) performance units at target, assuming a stock price of $73.47

Messrs. Brown’s, Marsh’s, and West’s:

2015 - 2017 Plan - 4,367 (24/36*6,550) performance units at target, assuming a stock price of $73.47
2016 - 2018 Plan - 2,733 (12/36*8,200) performance units at target, assuming a stock price of $73.47

Mr. May’s:

2015 - 2017 Plan - 1,367 (24/36*2,050) performance units at target, assuming a stock price of $73.47
2016 - 2018 Plan - 900 (12/36*2,700) performance units at target, assuming a stock price of $73.47

Messrs. Fisackerly’s, Rice’s, Riley’s, and Ms. Rainer’s:

2015 - 2017 Plan - 967 (24/36*1,450) performance units at target, assuming a stock price of $73.47
2016 - 2018 Plan - 600 (12/36*1,800) performance units at target, assuming a stock price of $73.47


Unvested Stock Options

(9)In the event of death or disability or qualifying termination related to a change in control or retirement in the case of Mr. Denault, Mr. Brown, or Ms. Rainer, all of the unvested stock options of each Named Executive Officer would immediately vest pursuant to the 2011 Equity Ownership Plan and 2015 Equity Ownership Plan. In addition, with respect to grants under the 2011 Equity Ownership Plan, each Named Executive Officer would be entitled to exercise their stock options for the remainder of the ten-year period extending from the grant date of the options, and with respect to grants under the 2015 Equity Ownership Plan, within the lesser of five years or the remaining term of the option grant. For purposes of this table, it is assumed that the Named Executive Officers exercised their options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 30, 2016, and the applicable exercise price of each option share.

In the event of a Termination Event as defined in his 2006 retention agreement, Mr. Denault would immediately vest in all unvested stock options.

(10)When Mr. McDonald retired all of his unvested stock options immediately vested. In addition, Mr. McDonald is entitled to exercise any outstanding options during the ten-year term extending from the grant date of the options. For purposes of this table, we assumed that Mr. McDonald exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 30, 2016, and the exercise price of each option share.

Unvested Restricted Stock

(11)In the event of death or disability (pursuant to the 2011 Equity Ownership Plan), each Named Executive Officer would immediately vest in a pro-rated portion of their unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock) pursuant to the 2011 Equity Ownership Plan. The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month grant date anniversary date and the date of their death or disability. In the event of a qualifying termination related to a change in control, the Named Executive Officer would immediately vest in all of their unvested restricted stock (as well as dividends declared on the pro-rated portion of such restricted stock). In the event of death, disability, or qualifying termination related to a change in control (pursuant to the 2015 Equity Ownership Plan), each Named Executive Officer would vest in all of their unvested restricted stock (as well as dividends declared).

In the event of a Termination Event as defined in his 2006 retention agreement, Mr. Denault would immediately vest in all unvested restricted stock.

Welfare Benefits

(12)Upon retirement, Mr. Denault, Mr. Brown, and Ms. Rainer would be eligible for retiree medical and dental benefits, the same as all other retirees. Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Bakken, Mr. Marsh, and Mr. West would be eligible to receive Entergy-subsidized COBRA benefits for 18 months and Mr. Ellis, Mr. Fisackerly, and Ms. Landreaux would be eligible to receive Entergy-subsidized COBRA benefits for 12 months.

6)Upon retirement, Mr. Brown, Mr. Denault, Mr. Brown,May, Mr. Riley, and Ms. Rainer would not be eligible to receive subsidized COBRA benefits. Upon his retirement, Mr. McDonald receivesfor retiree medical and dental benefits, the same as all other retirees.

(13)Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Messrs. Bakken, Marsh, May, and West would be eligible to receive subsidized COBRA benefits for 18 months and Messrs. Fisackerly, Rice, and Riley would be eligible to receive subsidized COBRA benefits for 12 months.

Restricted Stock Units

(14)7)Mr. Bakken’s 30,000 restricted stock units vest one third (1/3rd)1/3rd on each of April 6, 2019, April 6, 2022, and April 6, 2025. Pursuant to his restricted stock unit agreement, if Mr. Bakken’s employment terminates due to total disability or death or, prior to April 6, 2019, Mr. Bakken’s employment is terminated by his Entergy employer other than for cause, then he will vest in and be paid the 10,000 restricted stock units that otherwise would have vested had he satisfied the vesting conditions of the restricted stock unit agreement through the next vesting date to occur following his date of total disability, death or termination other than for cause prior to April 6, 2019 subject, in the case of a termination without cause, to Mr. Bakken timely executing and not revoking a release of claims against Entergy Corporation and its affiliates. In the event of a change in control, the unvested restricted stock units will fully vest upon Mr. Bakken’s termination of employment by his employer without cause or by Mr. Bakken with good reasonQualifying Termination during a change in control period (as defined in the 2015 Equity Ownership Plan). Otherwise, if Mr. Bakken voluntarily resigns or is terminated, he would forfeit these units.period. Pursuant to his restricted stock unit agreement, Mr. Bakken is subject to certain restrictions on his ability to compete with Entergy Corporation and its affiliates or solicit its employees or customers during and for 12 months after his employment with his Entergy employer. In addition, the restricted stock unit agreement limits Mr. Bakken’s ability to disparage Entergy Corporation and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. Bakken will forfeit any restricted stock units that are not yet vested and paid, and must repay to Entergy Corporation any shares of Entergy Corporation stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.

(15)8)Mr. Marsh’s 21,100 restricted stock units vest 100% in 2020. Pursuant to his restricted stock unit agreement, any unvested restricted stock units will vest immediately in the event of his termination of employment due to Mr. Marsh’s total disability or death. In the event ofdeath or a change in control, the units will vest upon termination of Mr. Marsh’s employment by his Entergy employer without cause or by Mr. Marsh with good reasonQualifying Termination during a change in control period (as defined in the 2015 Equity Ownership Plan). Otherwise, if Mr. Marsh voluntarily resigns or is terminated, he would forfeit these units.period. Pursuant to his restricted stock unit agreement, Mr. Marsh is subject to certain restrictions on his ability to compete with Entergy Corporation and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 24 months after his employment.employment with Entergy. In addition, the restricted stock unit agreement limits Mr. Marsh’s ability to disparage Entergy Corporation and its affiliates. In the event of a breach of these restrictions, Mr. Marsh will forfeit any restricted stock units that are not yet vested and paid, and must repay to Entergy Corporation any shares of Entergy Corporation stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.

(16)Mr. West’s 21,000 restricted stock units vest 100% in 2018. Pursuant to his restricted stock unit agreement, any unvested restricted stock units will vest immediately in the event of a termination for a reason other than cause, total disability or death. In the event of a change in control, the units will vest upon termination of Mr. West’s employment by his Entergy employer without cause or by Mr. West with good reason during a change in control period (as defined in the 2011 Equity Ownership Plan). Otherwise, if Mr. West voluntarily resigns, is terminated for cause, dies or becomes disabled, he would forfeit these units.

Mr. Denault’s 2006 Retention AgreementPay Ratio

UnderAs required by Section 953(b) of the termsDodd-Frank Wall Street Reform and Consumer Protection Act, the following disclosure is being provided about the relationship of Mr. Denault’s 2006 retention agreement, his Entergy employer may terminate his employmentthe annual total compensation of the employees of each of the Utility operating companies to the annual total compensation of their respective Presidents and Chief Executive Officers. The pay ratio estimate for cause upon Mr. Denault’s:each of the Utility operating companies has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

continuing failure

Identification of Median Employee

For each of the Utility operating companies, October 5, 2018 was selected as the date on which to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written noticedetermine the median employee. This date is different from the Personnel Committee;
willfully engaging in conduct that is demonstrably and materially injurious to Entergy Corporation;
conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime that has or may have a material adverse effect on his ability to carry out his duties or upon Entergy Corporation’s reputation;
material violation of any agreement that he has entered into with Entergy Corporation; or
unauthorized disclosure of Entergy Corporation’s confidential information.

Mr. Denault may terminate his employment for good reason upon:

the substantial reductiondate used in the nature or statusprior year; however, the methodology used to determine the date is consistent with that used in the prior year. Both dates correspond to the first day of his duties or responsibilities from those in effect immediatelythe three month period prior to fiscal year-end for which information can be obtained about employees and all subsidiaries have the datesame number of pay cycles. To identify the median employee from each of the retention agreement, other than de minimis acts that are remedied after notice from Mr. Denault;
a reductionUtility operating companies’ employee population base, all compensation included in Box 5 of 5% or more in his base salaryForm W-2 was considered with all before-tax deductions added back to this compensation (Box 5 Compensation”). For purposes of determining the median employee of each Utility operating company, Box 5 Compensation was selected as in effect on the dateit is believed it is representative of the retention agreement;
compensation received by the relocationemployees of his principal placeeach respective Utility operating company and is readily available. The calculation of employment to a location other than the corporate headquarters;
the failure to continue to allow him to participate in programs or plans providing opportunities for equity awards, stock options, restricted stock, stock appreciation rights, incentiveannual total compensation bonus and other plans on a basis not materially less favorable than enjoyed at the time of the retention agreement (other than changes similarly affecting all senior executives);
median employee for each Utility operating company is the failuresame calculation used to continue to allow him to participate in programs or plans with opportunities for benefits not materially less favorable than those enjoyed by him under any of Entergy Corporation’s pension, savings, life insurance, medical, health and accident, disability or vacation plans or policies at the time of the retention agreement (other than changes similarly affecting all senior executives); or
any purported termination of his employment not taken in accordance with his retention agreement.

System Executive Continuity Plan

Termination Related to a Change in Control

The Named Executive Officers will be entitled to the benefits described in the tables above under the System Executive Continuity Plan in the event of a termination related to a change in control if a change in control occurs and their employment is terminated by their Entergy employer other than for cause or if they terminate their employment for good reason, in each case within a period beginning on the occurrence of a potential change in control and ending 24 months following the effective date of a change in control.

A change in control includes the following events:

the purchase of 30% or more of either Entergy Corporation’s common stock or the combined voting power of Entergy Corporation’s voting securities;
the merger or consolidation of Entergy Corporation (unless its Board members constitute at least a majority of the board members of the surviving entity);
the liquidation, dissolution or sale of all or substantially all of Entergy Corporation’s assets; or
a change in the composition of Entergy Corporation’s Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation’s Board at the end of the period.

A potential change in control includes the following events:

Entergy Corporation or an affiliate enters into an agreement the consummation of which would constitute a change in control;
the Entergy Corporation Board adopts resolutions determining that,determine total compensation for purposes of the System2018 Summary Compensation Table with respect to each of the Named Executive Continuity Plan, a potential changeOfficers.

Entergy Arkansas Ratio

For purposes of this disclosure and to reflect the Chief Executive Officer transition discussed earlier in control has occurred;the CD&A, the compensation amounts paid to each of Mr. Riley and Ms. Landreaux for the time he and she respectively served as EntergyArkansas’ Chief Executive Officer during 2018 have been pro-rated and combined.
an
For 2018,
The median of the annual total compensation of all of Entergy Corporation affiliate orArkansas’employees, other person or entity publicly announces an intention to take actions that would constitute a changethan Entergy Arkansas’ Chief Executive Officer, was $113,820.
The combined annual total compensation of EntergyArkansas’ previous Chief Executive Officer, Mr. Riley, and its current Chief Executive Officer, Ms. Landreaux, as reported in control; orthe Total column of the 2018 Summary Compensation Table (pro-rated for the time each served as Entergy Arkansas’ Chief Executive Officer in 2018) was $990,731.
any person or entity becomesBased on this information, the beneficial owner (directly or indirectly)ratio of outstanding sharesthe annual total compensation of Entergy Corporation’s common stock constituting 20% or moreArkansas’ Chief Executive Officer to the median of the voting power or valueannual total compensation of all employees is estimated to be 9:1.

Entergy Louisiana Ratio

For 2018,
The median of the annual total compensation of all of Entergy Corporation’s outstanding common stock.Louisiana’s employees, other than Mr. May, was $108,115.
Mr. May’s annual total compensation, as reported in the Total column of the 2018 Summary Compensation Table, was $1,031,421.
Based on this information, the ratio of the annual total compensation of Mr. May to the median of the annual total compensation of all employees is estimated to be 10:1.

Entergy Mississippi Ratio

For 2018,
The median of the annual total compensation of all of Entergy Mississippi’s employees, other than Mr. Fisackerly, was $113,046.
Mr. Fisackerly’s annual total compensation, as reported in the Total column of the 2018 Summary Compensation Table, was $815,654.
Based on this information, the ratio of the annual total compensation of Mr. Fisackerly to the median of the annual total compensation of all employees is estimated to be 7:1.


A Named Executive Officer’s employment may be terminated for cause under the System Executive Continuity Plan if he or she:Entergy New Orleans Ratio

willfullyFor purposes of this disclosure and continuously fails to substantially perform his or her duties after receiving a 30-day written demandreflect the Chief Executive Officer transition discussed earlier in the CD&A, the compensation amounts we paid to each of Mr. Ellis, Mr. Rice and Mr. West for performance fromthe time they served as Entergy Corporation’s Board;New Orleans’ Chief Executive Officer during 2018 have been pro-rated and combined.
engages
For 2018,
The median of the annual total compensation of all of EntergyNew Orleans’employees, other than Entergy New Orleans’ Chief Executive Officer, was $93,562.
The combined annual total compensation of EntergyNew Orleans’ previous Chief Executive Officers, Mr. Rice and Mr. West, and its current Chief Executive Officer, Mr. Ellis, as reported in conduct that is materially injurious tothe Total column of the 2018 Summary Compensation Table (pro-rated for the time each served as Entergy Corporation or anyNew Orleans’ Chief Executive Officer in 2018) was $1,382,688.
Based on this information, the ratio of its subsidiaries;
is convicted or pleads guilty or nolo contendere to a felony or other crime that materially and adversely affects his or her ability to perform his or her duties or Entergy Corporation’s reputation;
materially violates any agreement with Entergy Corporation or any of its subsidiaries; or
discloses anythe annual total compensation of Entergy Corporation’s confidential information without authorization.New Orleans’ Chief Executive Officer to the median of the annual total compensation of all employees is estimated to be 15:1.

A Named Executive Officer may terminate his or her employment with his or her Entergy employer for good reason under the System Executive Continuity Plan if, without his or her consent:Texas Ratio

For 2018,
The median of the nature or statusannual total compensation of his or her duties and responsibilities is substantially altered or reduced comparedall of Entergy Texas’ employees, other than Ms. Rainer, was $104,839.
Ms. Rainer’s annual total compensation, as reported in the Total column of the 2018 Summary Compensation Table, was $774,225.
Based on this information, the ratio of the annual total compensation of Ms. Rainer to the period prior tomedian of the change in control;
his or her salaryannual total compensation of all employees is reduced by 5% or more;
he or she is requiredestimated to be based outside of the continental United States at somewhere other than his or her primary work location prior to the change in control;
any of his or her compensation plans are discontinued without an equitable replacement;
his or her benefits or number of vacation days are substantially reduced; or
his or her Entergy employer purports to terminate his or her employment other than in accordance with the System Executive Continuity Plan.7:1.

In addition to participation in the System Executive Continuity Plan, benefits already accrued under the System Executive Retirement Plan, Pension Equalization Plan, and Cash Balance Equalization Plan, if any, will become fully vested if the executive is involuntarily terminated without cause or the executive terminates his or her employment for good reason within two years after the occurrence of a change in control. Any awards granted under the Equity Ownership Plans will become fully vested if the executive is involuntarily terminated without cause or terminates employment for good reason within two years after the occurrence of a change in control. In 2010, Entergy Corporation eliminated tax gross up payments for any severance benefits paid under the System Executive Continuity Plan.

Under certain circumstances described below, the payments and benefits received by a Named Executive Officer pursuant to the System Executive Continuity Plan may be forfeited and, in certain cases, subject to repayment. Benefits are no longer payable under the System Executive Continuity Plan, and unvested performance units under the Performance Unit Program are subject to forfeiture, if the executive:

accepts employment with Entergy Corporation or any of its subsidiaries;
elects to receive the benefits of another severance or separation program;
removes, copies or fails to return any property belonging to Entergy Corporation or any of its subsidiaries;
discloses non-public data or information concerning Entergy Corporation or any its subsidiaries; or
violates his or her non-compete provision, which generally runs for two years but extends to three years if permissible under applicable law.

Furthermore, if the executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision, he or she will be required to repay any benefits previously received under the System Executive Continuity Plan.

Termination for Cause

If a Named Executive Officer’s employment is terminated for “cause” (as defined in the System Executive Continuity Plan and described above under “Termination Related to a Change in Control”), he or she is generally entitled to the same compensation and separation benefits described below under “Voluntary Resignation,” except that all options are no longer exercisable.

Voluntary Resignation

If a Named Executive Officer voluntarily resigns, he or she is entitled to all vested accrued benefits and compensation as of the separation date, including qualified pension benefits (if any) and other post-employment benefits on terms consistent with those generally available to other salaried employees. In the case of voluntary resignation, the officer would forfeit all unvested stock options, shares of restricted stock and restricted units as well as any perquisites to which he or she is entitled as an officer. In addition, the officer would forfeit, except as described below, his or her right to receive incentive payments under any outstanding performance periods under the Long-Term Performance Unit Program or the Annual Incentive Plan. If the officer resigns after the completion of an Annual Incentive Plan or Long-Term Performance Unit Program performance period, he or she could receive a payout under the Long-Term Performance Unit Program based on the outcome of the performance period and could, at Entergy Corporation’s discretion, receive an annual incentive payment under the Annual Incentive Plan. Any vested stock options held by the officer as of the separation date will expire the earlier of ten years from date of grant or 90 days from the last day of active employment.

Retirement

Under the Entergy Retirement Plan, a Named Executive Officer’s eligibility for retirement benefits is based on a combination of age and years of service. Normal retirement is defined as age 65. Early retirement is defined under the Entergy Retirement Plan as minimum age 55 with 10 years of service and in the case of the System Executive Retirement Plan and the supplemental credited service under the Pension Equalization Plan, the consent of the Entergy employer.

Upon a Named Executive Officer’s retirement, he or she is generally entitled to all vested accrued benefits and compensation as of the separation date, including qualified pension benefits and other post-employment benefits consistent with those generally available to salaried employees. The annual incentive payment under the Annual Incentive Plan is pro-rated based on the actual number of days employed during the performance year in which the retirement date occurs. Similarly, payments under the Long-Term Performance Unit Program for those retiring with a minimum 12 months of participation are pro-rated based on the actual full months of participation, in each outstanding performance period, in which the retirement date occurs. In each case, payments are delivered at the conclusion of each annual or performance period, consistent with the timing of payments to active participants in the Annual Incentive Plan and the Long-Term Performance Unit Program, respectively. Unvested stock options issued under the 2011 Equity Ownership Plan vest on the retirement date and expire ten years from the grant date of the options. Unvested stock options issued under the 2015 Equity Ownership Plan expire the lesser of five years from the grant date of the options or original term of ten years. Any unvested restricted stock and restricted stock units (other than those issued under the Long-Term Performance Unit Program) held by the executive upon his or her retirement are forfeited, and perquisites are not available following the separation date.

Disability

If a Named Executive Officer’s employment is terminated due to disability, he or she generally is entitled to the same compensation and separation benefits described above under “Retirement,” except that unvested restricted stock and restricted stock units may be subject to specific disability benefits (as noted, where applicable, in the tables above).

Death

If a Named Executive Officer dies while actively employed by an Entergy employer, he or she generally is entitled to the same compensation and separation benefits described above under “Retirement,” except that unvested restricted stock and restricted stock units may be subject to specific death benefits (as noted, where applicable, in the tables above).

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Entergy Corporation owns 100% of the outstanding common stock of registrants Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, Entergy Texas and indirectly 100% of the outstanding common membership interests of registrant Entergy Louisiana.Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  The information with respect to persons known by Entergy Corporation to

be beneficial owners of more than 5% of Entergy Corporation’s outstanding common stock is included under the heading “Entergy Share Ownership - Beneficial Owners of More Than Five Percent” in the Proxy Statement, which information is incorporated herein by reference.  The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.

The following table sets forth the beneficial ownership of common stock of Entergy Corporation and stock-based units as of January 31, 20172019 for all non-employee directors and Named Executive Officers.  Unless otherwise noted, each person had sole voting and investment power over the number of shares of common stock and stock-based units of Entergy Corporation set forth across from his or her name.


Name 
Shares (1)(2)
 Options Exercisable Within 60 Days 
Stock Units (3)
 
Shares (1)(2)
 Options Exercisable Within 60 Days 
Stock Units (3)
Entergy Corporation            
A. Christopher Bakken, III** 5,200
 
 
 19,880
 38,566
 
Maureen S. Bateman* 20,924
 
 
Marcus V. Brown** 29,528
 101,700
 
 32,692
 145,033
 
John R. Burbank* 874
 
 
Patrick J. Condon* 2,668
 
 
 6,291
 
 
Leo P. Denault*** 111,638
 470,332
 
 179,581
 691,300
 
Kirkland H. Donald* 4,662
 
 609
 6,851
 
 2,231
Philip L. Frederickson* 1,159
 
 609
 4,664
 
 805
Alexis M. Herman* 11,766
 
 
 13,352
 
 
Donald C. Hintz* 13,907
 
 3,973
Stuart L. Levenick* 16,255
 
 
 19,878
 
 
Blanche L. Lincoln* 9,000
 
 
 13,093
 
 
Andrew S. Marsh** 54,067
 139,100
 
 70,899
 204,766
 
Karen A. Puckett* 2,668
 
 
 6,291
 
 
W. J. Tauzin* 16,017
 
 
Roderick K. West** 36,509
 90,999
 
 51,949
 60,566
 
All directors and executive      
officers as a group (21 persons) 429,753
 1,240,862
 5,191
All directors and executive officers as a group (17 persons) 511,522
 1,266,295
 3,036
            
Entergy Arkansas  
  
  
  
  
  
A. Christopher Bakken, III** 5,200
 
 
 19,880
 38,566
 
Marcus V. Brown** 29,528
 101,700
 
 32,692
 145,033
 
Leo P. Denault** 111,638
 470,332
 
 179,581
 691,300
 
Andrew S. Marsh*** 54,067
 139,100
 
 70,899
 204,766
 
Richard C. Riley*** 10,700
 19,734
 
Roderick K. West** 36,509
 90,999
 
All directors and executive      
officers as a group (11 persons) 320,062
 1,117,630
 
Laura R. Landreaux*** 4,132
 
 
Richard C. Riley**** 11,599
 16,333
 
Roderick K. West*** 51,949
 60,566
 
All directors and executive officers as a group (10 persons) 446,759
 1,264,729
 
      
Entergy Louisiana      
A. Christopher Bakken, III** 19,880
 38,566
 
Marcus V. Brown** 32,692
 145,033
 
Leo P. Denault** 179,581
 691,300
 
Andrew S. Marsh*** 70,899
 204,766
 
Phillip R. May, Jr.*** 21,546
 22,900
 12
Roderick K. West*** 51,949
 60,566
 
All directors and executive officers as a group (9 persons) 452,574
 1,271,296
 12


Name 
Shares (1)(2)
 Options Exercisable Within 60 Days 
Stock Units (3)
 
Shares (1)(2)
 Options Exercisable Within 60 Days 
Stock Units (3)
Entergy Louisiana      
A. Christopher Bakken, III** 5,200
 
 
Marcus V. Brown** 29,528
 101,700
 
Leo P. Denault** 111,638
 470,332
 
Andrew S. Marsh*** 54,067
 139,100
 
Phillip R. May, Jr.*** 16,599
 45,233
 12
All directors and executive      
officers as a group (11 persons) 325,961
 1,143,129
 12
      
Entergy Mississippi            
Marcus V. Brown** 29,528
 101,700
 
 32,692
 145,033
 
Leo P. Denault** 111,638
 470,332
 
 179,581
 691,300
 
Haley R. Fisackerly*** 6,749
 31,401
 
 7,843
 13,700
 
Andrew S. Marsh*** 54,067
 139,100
 
 70,899
 204,766
 
Roderick K. West** 36,509
 90,999
 
All directors and executive      
officers as a group (10 persons) 310,911
 1,129,297
 
Roderick K. West*** 51,949
 60,566
 
All directors and executive officers as a group (8 persons) 418,991
 1,223,530
 
            
Entergy New Orleans            
Marcus V. Brown** 29,528
 101,700
 
 32,692
 145,033
 
Leo P. Denault** 111,638
 470,332
 
 179,581
 691,300
 
David D. Ellis*** 500
 
 
Andrew S. Marsh*** 54,067
 139,100
 
 70,899
 204,766
 
Charles L. Rice, Jr.*** 5,834
 14,467
 
Roderick K. West** 36,509
 90,999
 
All directors and executive      
officers as a group (10 persons) 309,996
 1,112,363
 
Charles L. Rice, Jr.**** 7,631
 8,167
 
Roderick K. West*** 51,949
 60,566
 
All directors and executive officers as a group (9 persons) 419,279
 1,217,997
 
            
Entergy Texas            
Marcus V. Brown** 29,528
 101,700
 
 32,692
 145,033
 
Leo P. Denault** 111,638
 470,332
 
 179,581
 691,300
 
Andrew S. Marsh*** 54,067
 139,100
 
 70,899
 204,766
 
Sallie T. Rainer*** 8,031
 22,366
 
 8,370
 15,667
 
Roderick K. West** 36,509
 90,999
 
All directors and executive      
officers as a group (10 persons) 312,193
 1,120,262
 
Roderick K. West*** 51,949
 60,566
 
All directors and executive officers as a group (8 persons) 419,518
 1,225,497
 
*Director of the respective Company
**Named Executive Officer of the respective Company
***Director and Named Executive Officer of the respective Company
****Former Director of the respective Company

(1)The number of shares of Entergy Corporation common stock owned by each individual and by all non-employee directors and executive officers as a group does not exceed one percent of the outstanding shares of Entergy Corporation common stock.
(2)For the non-employee directors, the balances include phantom units that are issued under the Service Recognition Program. All non-employee directors are credited with phantom units for each year of service on the Entergy Corporation Board. These phantom units do not have voting rights, accrue dividends, and will be settled in shares of Entergy Corporation common stock following the non-employee director’s separation from the Board.

(3)Represents the balances of phantom units each executive holds under the defined contribution restoration plan and the deferral provisions of the Equity Ownership Plan.  These units will be paid out in either Entergy Corporation Common Stock or cash equivalent to the value of one share of Entergy Corporation common stock per unit on the date of payout, including accrued dividends.  The deferral period is determined by the individual and is at least two years from the award of the bonus.  Messrs. Donald Hintz, and Frederickson have deferred receipt of some of their quarterly stock grants.  The deferred shares will be settled in cash in an amount equal to the market value of Entergy Corporation common stock at the end of the deferral period.


Equity Compensation Plan Information

The following table summarizes the equity compensation plan information as of December 31, 2016.2018. Information is included for equity compensation plans approved by the stockholders andshareholders. There are no shares authorized for issuance under equity compensation plans not approved by the stockholders.shareholders.

Plan Number of Securities to be Issued Upon Exercise of Outstanding Options (a) Weighted Average Exercise Price (b) Number of Securities Remaining Available for Future Issuance (excluding securities reflected in column (a))(c) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) 
Weighted Average Exercise Price (b)(2)
 Number of Securities Remaining Available for Future Issuance (excluding securities reflected in column (a))(c)
Equity compensation plans approved by security holders (1)
 7,137,210
 $84.91 5,192,463
 2,993,333
 $75.14 2,006,268
Equity compensation plans not approved by security holders(2)
 
 
 
 
 
 
Total 7,137,210
 $84.91 5,192,463
 2,993,333
 $75.14 2,006,268

(1)Includes the 2007 Equity Ownership Plan, the 2011 Equity Ownership Plan, and the 2015 Equity Ownership Plan.  The 2007 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 12, 2006, and 7,000,000 shares of Entergy Corporation common stock were available for issuance, with no more than 2,000,000 shares available for non-option grants.  The 2007 Plan only appliesapplied to awards granted between January 1, 2007 and May 5, 2011. The 2011 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 6, 2011, and 5,500,000 shares of Entergy Corporation common stock were available for issuance from the 2011 Equity Ownership Plan, with no more than 2,000,000 shares available for incentive stock option grants.  The 2011 Plan only applied to awards granted between May 6, 2011 and May 7, 2015.  The 2015 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 8, 2015, and 6,900,000 shares of Entergy Corporation common stock can be issued from the 2015 Equity Ownership Plan, with no more than 1,500,000 shares available for incentive stock option grants.  The 2015 Equity Plan applies to awards granted on or after May 8, 2015. The 2007 Equity Ownership Plan, the 2011 Equity Ownership Plan, and the 2015 Equity Ownership Plan (the(collectively, the “Plans”) are administered by the Personnel Committee of the Board of Directors (other than with respect to awards granted to non-employee directors, which awards are administered by the entire Board of Directors).  Eligibility under the Plans is limited to the non-employee directors and to the officers and employees of an Entergy employer and any corporation 80% or more of whose stock (based on voting power) or value is owned, directly or indirectly, by Entergy Corporation.  The Plans provide for the issuance of stock options, restricted stock, equity awards (units whose value is related to the value of shares of the common stock but do not represent actual shares of common stock), performance awards (performance shares or units valued by reference to shares of common stock or performance units valued by reference to financial measures or property other than common stock), restricted stock unit awards, and other stock-based awards.
(2)Entergy has a Board-approved stock-based compensation plan. However, effective May 9, 2003,The weighted average exercise price reported in the Board has directed that no further awards be issued under that plan. As of December 31, 2016, all optionscolumn does not include outstanding under the plan were either exercised or expired.performance awards.



Item 13.  Certain Relationships and Related Party Transactions and Director Independence

For information regarding certain relationship, related transactions and director independence of Entergy Corporation, see the Proxy Statement under the headings “Corporate Governance at Entergy - Our Board Structure - Director Independence” and “Corporate Governance at Entergy - Other Governance Policies and Practices - Our Transactions with Related Party Persons Policy.”

Entergy Corporation’s Board of Directors has adopted written policies and procedures for the review, approval or ratification of any transaction involving an amount in excess of $120,000 in which any director or executive officer of Entergy Corporation, any nominee for director, or any immediate family member of the foregoing has or will have a material interest as contemplated by Item 404(a) of Regulation S-K (“Related Person Transactions”). Under these policies and procedures, Entergy Corporation’s Corporate Governance Committee or a subcommittee of its Board of Directors consisting entirely of independent directors reviews the transaction and either approves or rejects the transaction after taking into account the following factors:

Whether the proposed transaction is on terms that are at least as favorable to Entergy Corporation as those achievable with an unaffiliated third party;
Size of the transaction and amount of consideration;
Nature of the interest;
Whether the transaction involves a conflict of interest;
Whether the transaction involves services available from unaffiliated third parties; and
Any other factors that the Corporate Governance Committee or subcommittee deems relevant.

The policy does not apply to (a) compensation and related person transactions involving a director or an executive officer solely resulting from that person’s service as a director or employment with Entergy Corporation so long as the compensationcompens tion is approved by the Board of Directors (or an appropriate committee), (b) transactions involving the rendering of services as a public utility services at rates or charges fixed in conformity with law or governmental authority, or (c) any other categories of transactions currently or in the future excluded from the reporting requirements of Item 404(a) of Regulation S-K.

Related Party Transactions
 
Since January 1, 2016,2018, neither Entergy Corporation nor any of its affiliates has participated in any Related Person Transaction.


Item 14.  Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy for the years ended December 31, 20162018 and 20152017 by Deloitte & Touche LLP were as follows:

2016 20152018 2017
Entergy Corporation (consolidated)      
Audit Fees
$8,932,000
 
$9,312,255

$8,801,895
 
$8,401,895
Audit-Related Fees (a)865,000
 970,000
1,067,119
 875,000
Total audit and audit-related fees9,797,000
 10,282,255
9,869,014
 9,276,895
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$9,797,000
 
$10,282,255

$9,869,014
 
$9,276,895
Entergy Arkansas      
Audit Fees
$1,056,881
 
$954,813

$1,030,758
 
$1,018,860
Audit-Related Fees (a)
 

 
Total audit and audit-related fees1,056,881
 954,813
1,030,758
 1,018,860
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$1,056,881
 
$954,813

$1,030,758
 
$1,018,860
Entergy Louisiana      
Audit Fees
$2,138,762
 
$1,873,042

$1,916,517
 
$1,887,719
Audit-Related Fees (a)450,000
 390,000
500,000
 500,000
Total audit and audit-related fees2,588,762
 2,263,042
2,416,517
 2,387,719
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$2,588,762
 
$2,263,042

$2,416,517
 
$2,387,719
Entergy Mississippi      
Audit Fees
$971,881
 
$824,813

$910,758
 
$933,860
Audit-Related Fees (a)
 

 
Total audit and audit-related fees971,881
 824,813
910,758
 933,860
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$971,881
 
$824,813

$910,758
 
$933,860

2016 20152018 2017
Entergy New Orleans      
Audit Fees
$1,056,881
 
$977,652

$965,758
 
$953,860
Audit-Related Fees (a)
 225,000

 
Total audit and audit-related fees1,056,881
 1,202,652
965,758
 953,860
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$1,056,881
 
$1,202,652

$965,758
 
$953,860
Entergy Texas      
Audit Fees
$1,076,881
 
$1,643,813

$1,200,758
 
$1,093,860
Audit-Related Fees (a)
 

 
Total audit and audit-related fees1,076,881
 1,643,813
1,200,758
 1,093,860
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$1,076,881
 
$1,643,813

$1,200,758
 
$1,093,860
System Energy      
Audit Fees
$861,881
 
$824,813

$850,758
 
$868,860
Audit-Related Fees (a)
 

 
Total audit and audit-related fees861,881
 824,813
850,758
 868,860
Tax Fees
 

 
All Other Fees
 

 
Total Fees (b)
$861,881
 
$824,813

$850,758
 
$868,860

(a)Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
(b)100% of fees paid in 20162018 and 20152017 were pre-approved by the Entergy Corporation Audit Committee.

Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy’s independent auditor to perform services for Entergy:

1.The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit-related services, tax services, and all other services).
2.For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval.  Management and the independent auditor must agree that the requested service is consistent with the SEC’s rules on auditor independence prior to submission to the Audit Committee.  The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:
Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
All other services should only be provided by the independent auditor if it is the onlya highly qualified provider of that service or if the Audit Committee specifically requestspre-approves the independent audit firm to provide the service.
3.The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.
4.To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees.  The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.
5.The Vice President and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.


PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)1.Financial Statements and Independent Auditors’ Reports for Entergy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Table of Contents.
  
(a)2.Financial Statement Schedules
  
 Report of Independent Registered Public Accounting Firm (see page 519)530)
  
 Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)
  
(a)3.Exhibits
  
 Exhibits for Entergy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Exhibit Index (see page E-1)509 and are incorporated by reference herein).  Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.

Item 16.  Form 10-K Summary (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)
None.

None.
EXHIBIT INDEX

The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith.  The balance of the exhibits have heretofore been filed with the SEC as the exhibits and in the file numbers indicated and are incorporated herein by reference.  The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 15 of Form 10-K.

Some of the agreements included or incorporated by reference as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from the standard of “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

Entergy acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading.

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

Entergy Arkansas
(a) 1 --

Entergy Louisiana
(b) 1 --
(b) 2 --
(b) 3 --

Entergy Mississippi
(c) 1 --

Entergy New Orleans
(d) 1 --

(3) Articles of Incorporation and By-laws

Entergy Corporation
(a) 1 --
(a) 2 --

System Energy
(b) 1 --
(b) 2 --

Entergy Arkansas
(c) 1 --
(c) 2 --

Entergy Louisiana
(d) 1 --
(d) 2 --

Entergy Mississippi
*(e) 1 --
(e) 2 --

Entergy New Orleans
(f) 1 --
(f) 2 --

Entergy Texas
(g) 1 --
(g) 2 --

(4)Instruments Defining Rights of Security Holders, Including Indentures

Entergy Corporation
(a) 1 --See (4)(b) through (4)(g) below for instruments defining the rights of security holders of System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.

(a) 2 --
(a) 3 --
(a) 4 --
(a) 5 --
(a) 6 --

System Energy
(b) 1 --
Mortgage and Deed of Trust, dated as of June 15, 1977, as amended and restated by the following Supplemental Indenture: (4.42 to Form 8-K filed September 25, 2012 in 1-9067 (Twenty-fourth)).
(b) 2 --
(b) 3 --

Entergy Arkansas
(c) 1 --
Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 4(a)-7 in 2-10261 (Seventh); 2(b)-10 in 2-15767 (Tenth); 2(c) in 2-28869 (Sixteenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirtieth);4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirty-first); 4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirty-ninth);4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Forty-first); 4(d)(2) in 33-54298 (Forty-sixth); C-2 to Form U5S for the year ended December 31,1995 (Fifty-third); 4.06 to Form 8-K filed October 8, 2010 in 1-10764 (Sixty-ninth); 4.06 to Form 8-K filed November 12, 2010 in 1-10764 (Seventieth); 4.06 to Form 8-K filed December 13, 2012 in 1-10764 (Seventy-first); 4(e) to Form 8-K filed January 9, 2013 in 1-10764 (Seventy-second); 4.06 to Form 8-K filed May 30, 2013 in 1-10764 (Seventy-third); 4.06 to Form 8-K filed June 4, 2013 in 1-10764 (Seventy-fourth); 4.05 to Form 8-K filed March 14, 2014 in 1-10764 (Seventy-sixth); 4.05 to Form 8-K filed December 9, 2014 in 1-10764 (Seventy-seventh); 4.05 to Form 8-K filed January 8, 2016 in 1-10764 (Seventy-eighth); 4.05 to Form 8-K filed August 16, 2016 in 1-10764 (Seventy-ninth); 4(a) to Form 10-Q for the quarter ended September 30, 2018 (Eightieth); and 4.1 to Form 8-K12B filed December 3, 2018 in 1-10764 (Eighty-first)).
(c) 2 --


(c) 3 --
(c) 4 --
(c) 5 --

Entergy Louisiana

(d) 1 --
Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Sixth); 2(c) in 2-34659 (Twelfth); 4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-first);4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-fifth);4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-ninth);4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Forty-second);A-2(a) to Rule 24 Certificate filed April 4, 1996 in 70-8487 (Fifty-first); B-4(i) to Rule 24 Certificate filed January 10, 2006 in 70-10324 (Sixty-third); B-4(ii) to Rule 24 Certificate filed January 10, 2006 in 70-10324 (Sixty-fourth); 4(a) to Form 10-Q for the quarter ended September 30, 2008 in 1-32718 (Sixty-fifth); 4(e)1 to Form 10-K for the year ended December 31, 2009 in 1-132718 (Sixty-sixth); 4.08 to Form 8-K filed September 24, 2010 in 1-32718 (Sixty-eighth); 4.08 to Form 8-K filed March 24, 2011 in 1-32718 (Seventy-first); 4(a) to Form 10-Q for the quarter ended June 30, 2011 in 1-32718 (Seventy-second); 4.08 to Form 8-K filed July 3, 2012 in 1-32718 (Seventy-fifth); 4.08 to Form 8-K filed December 4, 2012 in 1-32718 (Seventy-sixth); 4.08 to Form 8-K filed May 21, 2013 in 1-32718 (Seventy-seventh); 4.08 to Form 8-K filed August 23, 2013 in 1-32718 (Seventy-eighth); 4.08 to Form 8-K filed June 24, 2014 in 1-32718 (Seventy-ninth); 4.08 to Form 8-K filed July 1, 2014 in 1-32718 (Eightieth); 4.08 to Form 8-K filed November 21, 2014 (Eighty-first); 4.1 to Form 8-K12B filed October 1, 2015 (Eighty-second); 4(g) to Form 8-K filed March 18, 2016 in 1-32718 (Eighty-third); 4.33 to Form 8-K filed March 24, 2016 in 1-32718 (Eighty-fourth); 4.33 to Form 8-K filed August 17, 2016 in 1-32718 (Eighty-sixth); 4.43 to Form 8-K filed October 4, 2016 in 1-32718 (Eighty-seventh); 4.43 to Form 8-K filed May 23, 2017 in 1-32718 (Eighty-eighth); 4.43 to Form 8‑K filed March 23, 2018 in 1-32718 (Eighty-ninth); and 4.43 to Form 8-K filed August 14, 2018 in 1-32718 (Ninetieth)).
(d) 2 --
(d) 3 --
(d) 4 --
(d) 5 --


(d) 6 --
(d) 7 --
(d) 8 --
(d) 9 --
(d) 10 --
(d) 11 --
(d) 12 --
(d) 13 --
(d) 14 --
(d) 15 --
(d) 16 --
(d) 17 --
(d) 18 --


Entergy Mississippi
(e) 1 --

Entergy New Orleans
(f) 1 --
*(f) 2 --

Entergy Texas
(g) 1 --
(g) 2 --
(g) 3 --
(g) 4 --
(g) 5 --
(g) 6 --
(g) 7 --


(g) 8 --
(g) 9 --

(10)  Material Contracts

Entergy Corporation
+(a) 1 --
+(a) 2 --
+(a) 3 --
+(a) 4 --
+(a) 5 --
+(a) 6 --
+(a) 7 --
+(a) 8 --
+(a) 9 --
+(a) 10 --
+(a) 11 --
+(a) 12 --
+(a) 13 --

+(a) 14 --
+(a) 15 --
+(a) 16 --
+(a) 17 --
+(a) 18 --
+(a) 19 --
+(a) 20 --
+(a) 21 --
+(a) 22 --
+(a) 23 --
+(a) 24 --
+(a) 25 --
+(a) 26 --
+(a) 27 --
+(a) 28 --
+(a) 29 --
+(a) 30 --
+(a) 31 --

+(a) 32 --
+(a) 33 --
+(a) 34 --
+(a) 35 --
+(a) 36 --
+(a) 37 --
+(a) 38 --
+(a) 39 --
+(a) 40 --
+(a) 41 --
+(a) 42 --
+(a) 43 --
+(a) 44 --
+(a) 45 --
+(a) 46 --
+(a) 47 --
+(a) 48 --
+(a) 49 --

+(a) 50 --
+(a) 51 --
+(a) 52 --
+(a) 53 --
+(a) 54 --
+(a) 55 --
+(a) 56 --
(a) 57 --
(a) 58 --
(a) 59 --
(a) 60 --
(a) 61 --
(a) 62 --

System Energy
(b) 1 --
(b) 2 --
(b) 3 --

(b) 4 --
(b) 5 --
(b) 6 --
(b) 7 --
(b) 8 --
(b) 9 --
(b) 10 --
(b) 11 --
(b) 12 --
(b) 13 --
(b) 14 --
(b) 15 --
*(b) 16 --

Entergy Louisiana
(c) 1 --

(14) Code of Ethics

Entergy Corporation
(a)

*(21)  Subsidiaries of the Registrants

(23)  Consents of Experts and Counsel
*(a)

*(24)  Powers of Attorney

(31)  Rule 13a-14(a)/15d-14(a) Certifications
*(a)
*(b)
*(c)
*(d)
*(e)
*(f)
*(g)
*(h)
*(i)
*(j)
*(k)
*(l)
*(m)
*(n)

(32)  Section 1350 Certifications
*(a)
*(b)
*(c)
*(d)
*(e)
*(f)
*(g)

*(h)
*(i)
*(j)
*(k)
*(l)
*(m)
*(n)


(101)  XBRL Documents

Entergy Corporation
*INS -XBRL Instance Document.
*SCH -XBRL Taxonomy Extension Schema Document.
*CAL -XBRL Taxonomy Extension Calculation Linkbase Document.
*DEF -XBRL Taxonomy Extension Definition Linkbase Document.
*LAB -XBRL Taxonomy Extension Label Linkbase Document.
*PRE -XBRL Taxonomy Extension Presentation Linkbase Document.
_________________
*Filed herewith.
Management contracts or compensatory plans or arrangements.


ENTERGY CORPORATION

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY CORPORATION
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Leo P. Denault (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman,John R. Burbank, Patrick J. Condon, Kirkland H. Donald, Philip L. Frederickson, Alexis M. Herman, Donald C. Hintz, Stuart L. Levenick, Blanche L. Lincoln, and Karen A. Puckett and W. J. Tauzin (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 


ENTERGY ARKANSAS, INC.LLC

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY ARKANSAS, INC.LLC
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Richard C. Riley (ChairmanLaura R. Landreaux (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Paul D. Hinnenkamp and Roderick K. West (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 


ENTERGY LOUISIANA, LLC

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY LOUISIANA, LLC
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Phillip R. May, Jr. (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Paul D. Hinnenkamp and Roderick K. West (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 

ENTERGY MISSISSIPPI, INC.LLC

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY MISSISSIPPI, INC.LLC
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Haley R. Fisackerly (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Paul D. Hinnenkamp and Roderick K. West (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 

ENTERGY NEW ORLEANS, INC.LLC

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY NEW ORLEANS, INC.LLC
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Charles L. Rice, Jr.David D. Ellis (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Paul D. Hinnenkamp and Roderick K. West (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 

ENTERGY TEXAS, INC.

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 ENTERGY TEXAS, INC.
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Sallie T. Rainer (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Paul D. Hinnenkamp and Roderick K. West (Directors).

By:  /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 

SYSTEM ENERGY RESOURCES, INC.

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 SYSTEM ENERGY RESOURCES, INC.
  
 
By  /s/ Alyson M. Mount
 Alyson M. Mount
 Senior Vice President and Chief Accounting Officer
  
 Date: February 24, 201726, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

SignatureTitleDate
   
/s/ Alyson M. Mount 
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 24, 201726, 2019

Theodore H. Bunting, Jr.Roderick K. West (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); A. Christopher Bakken, III and Steven C. McNeal (Directors).

By: /s/ Alyson M. Mount
February 24, 201726, 2019
(Alyson M. Mount, Attorney-in-fact) 


EXHIBIT 23(a)

CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statement No. 333-213335 on Form S-3 and in Registration Statements Nos. 333-140183, 333-174148, 333-204546, 333-206556, and 333-204546333-227150 on Form S-8 of our reports dated February 24, 2017,26, 2019, relating to the consolidated financial statements and financial statement schedule of Entergy Corporation and Subsidiaries, and the effectiveness of Entergy Corporation and Subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, 2016.2018.

We consent to the incorporation by reference in Registration Statement No. 333-213335-06 on Form S-3 of our reports dated February 24, 2017,26, 2019, relating to the consolidated financial statements and financial statement schedule of Entergy Arkansas, Inc.LLC and Subsidiaries appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc.LLC for the year ended December 31, 2016.2018.

We consent to the incorporation by reference in Registration Statement No. 333-213335-03 on Form S-3 of our reports dated February 24, 2017,26, 2019, relating to the consolidated financial statements and financial statement schedule of Entergy Louisiana, LLC and Subsidiaries appearing in this Annual Report on Form 10‑K of Entergy Louisiana, LLC for the year ended December 31, 2016.2018.

We consent to the incorporation by reference in Registration Statement No. 333-213335-02 on Form S-3 of our reports dated February 24, 2017,26, 2019, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc.LLC appearing in this Annual Report on Form 10-K10‑K of Entergy Mississippi, Inc.LLC for the year ended December 31, 2016.2018.

We consent to the incorporation by reference in Registration Statement No. 333-213335-05 on Form S-3 of our reports dated February 24, 2017,26, 2019, relating to the consolidated financial statements and financial statement schedule of Entergy Texas, Inc. and Subsidiaries appearing in this Annual Report on Form 10-K of Entergy Texas, Inc. for the year ended December 31, 2016.2018.

We consent to the incorporation by reference in Registration Statement No. 333-213335-04 on Form S-3 of our report dated February 24, 2017,26, 2019, relating to the financial statements of System Energy Resources, Inc. appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2016.2018.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the shareholders and Board of Directors and Shareholders of
Entergy Corporation and Subsidiaries
New Orleans, Louisiana

Opinion on the Financial Statement Schedule


We have audited the consolidated financial statements of Entergy Corporation and Subsidiaries (the “Corporation”) as of December 31, 20162018 and 2015,2017, and for each of the three years in the period ended December 31, 2016,2018, and the Corporation’s internal control over financial reporting as of December 31, 2016,2018, and have issued our reports thereon dated February 24, 2017; such consolidated financial statements and reports are included elsewhere in this Form 10-K.26, 2019. Our audits also included the consolidated financial statement schedule of the Corporation listed in Item 15. This consolidated financial statement schedule is the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s consolidated financial statement schedule based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the shareholder and Board of Directors and Shareholders of
Entergy Arkansas, Inc. and Subsidiaries
Entergy Mississippi, Inc.
Entergy New Orleans, Inc. and Subsidiaries
Entergy Texas, Inc. and Subsidiaries

To the members and Board of Directors of
Entergy Arkansas, LLC and Members ofSubsidiaries
Entergy Louisiana, LLC and Subsidiaries
Entergy Mississippi, LLC
Entergy New Orleans, LLC and Subsidiaries


Opinion on the Financial Statement Schedules


We have audited the consolidated financial statements of Entergy Arkansas, Inc.LLC and Subsidiaries, Entergy Louisiana, LLC and Subsidiaries, Entergy New Orleans, Inc.LLC and Subsidiaries, and Entergy Texas, Inc. and Subsidiaries, and we have also audited the financial statements of Entergy Mississippi, Inc.LLC (collectively the “Companies”) as of December 31, 20162018 and 2015,2017, and for each of the three years in the period ended December 31, 2016,2018, and have issued our reports thereon dated February 24, 2017; such financial statements and reports are included elsewhere in this Form 10-K.26, 2019. Our audits also included the financial statement schedules of the respective Companies listed in Item 15. These financial statement schedules are the responsibility of the respective Companies’ management. Our responsibility is to express an opinion on the Companies’ financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.


/s/ DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 24, 201726, 2019


INDEX TO FINANCIAL STATEMENT SCHEDULES



Schedule Page
   
IIValuation and Qualifying Accounts 2016, 2015,2018, 2017, and 2014:2016: 
 
 
 
 
 
 

Schedules other than those listed above are omitted because they are not required, not applicable, or the required information is shown in the financial statements or notes thereto.

Columns have been omitted from schedules filed because the information is not applicable.


ENTERGY CORPORATION AND SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description Beginning of Period Charged to Income Deductions (1) at End of Period Beginning of Period Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$13,587
 
$3,936
 
$10,201
 
$7,322
2017 
$11,924
 
$4,211
 
$2,548
 
$13,587
2016 
$39,895
 
$7,505
 
$35,476
 
$11,924
 
$39,895
 
$7,505
 
$35,476
 
$11,924
2015 
$35,663
 
$6,926
 
$2,694
 
$39,895
2014 
$34,311
 
$4,573
 
$3,221
 
$35,663
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.


ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
ENTERGY ARKANSAS, LLC AND SUBSIDIARIESENTERGY ARKANSAS, LLC AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description Beginning of Period Charged to Income Deductions (1) at End of Period Beginning of Period Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$1,063
 
$810
 
$609
 
$1,264
2017 
$1,211
 
$503
 
$651
 
$1,063
2016 
$34,226
 
$902
 
$33,917
 
$1,211
 
$34,226
 
$902
 
$33,917
 
$1,211
2015 
$32,247
 
$2,759
 
$780
 
$34,226
2014 
$30,113
 
$2,881
 
$747
 
$32,247
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.


ENTERGY LOUISIANA, LLC AND SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description Beginning of Period Charged to Income Deductions (1) at End of Period Beginning of Period Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$8,430
 
$2,395
 
$9,012
 
$1,813
2017 
$6,277
 
$3,108
 
$955
 
$8,430
2016 
$4,209
 
$2,942
 
$874
 
$6,277
 
$4,209
 
$2,942
 
$874
 
$6,277
2015 
$1,609
 
$3,464
 
$864
 
$4,209
2014 
$1,874
 
$842
 
$1,107
 
$1,609
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.


ENTERGY MISSISSIPPI, INC.
ENTERGY MISSISSIPPI, LLCENTERGY MISSISSIPPI, LLC
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$574
 
$265
 
$276
 
$563
2017 
$549
 
$255
 
$230
 
$574
2016 
$718
 
$259
 
$428
 
$549
 
$718
 
$259
 
$428
 
$549
2015 
$873
 
$247
 
$402
 
$718
2014 
$906
 
$269
 
$302
 
$873
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.


ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIESENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$3,057
 
$187
 
$22
 
$3,222
2017 
$3,059
 
$152
 
$154
 
$3,057
2016 
$268
 
$2,872
 
$81
 
$3,059
 
$268
 
$2,872
 
$81
 
$3,059
2015 
$262
 
$217
 
$211
 
$268
2014 
$974
 
$99
 
$811
 
$262
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.


ENTERGY TEXAS, INC. AND SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2016, 2015, and 2014
For the Years Ended December 31, 2018, 2017, and 2016For the Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
Column A Column B Column C Column D Column E Column B Column C Column D Column E
     Other       Other  
 Balance at Additions Changes Balance Balance at Additions Changes Balance
Description 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period 
Beginning
of Period
 Charged to Income Deductions (1) at End of Period
Allowance for doubtful accounts                
2018 
$463
 
$279
 
$281
 
$461
2017 
$828
 
$192
 
$557
 
$463
2016 
$474
 
$531
 
$177
 
$828
 
$474
 
$531
 
$177
 
$828
2015 
$672
 
$239
 
$437
 
$474
2014 
$443
 
$483
 
$254
 
$672
Notes:  
  
  
  
  
  
  
  
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.



EXHIBIT INDEX

The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith.  The balance of the exhibits have heretofore been filed with the SEC as the exhibits and in the file numbers indicated and are incorporated herein by reference.  The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 15 of Form 10-K.

Some of the agreements included or incorporated by reference as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from the standard of “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

Entergy acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading.

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

Entergy Louisiana
S-7
(a) 1 --Plan of Merger of Entergy Gulf States Power, LLC and Entergy Gulf States Louisiana, LLC (2.1 to Form 8-K12B filed October 1, 2015 in 1-32718).
(a) 2 --Plan of Merger of Entergy Louisiana, LLC and Entergy Louisiana Power, LLC (2.2 to Form 8-K12B filed October 1, 2015 in 1-32718).
(a) 3 --Plan of Merger of Entergy Gulf States Power, LLC and Entergy Louisiana Power, LLC (2.3 to Form 8-K12B filed October 1, 2015 in 1-32718).

(3) Articles of Incorporation and By-laws

Entergy Corporation
(a) 1 --Restated Certificate of Incorporation of Entergy Corporation dated October 10, 2006 (3(a) to Form 10-Q for the quarter ended September 30, 2006 in 1-11299).
(a) 2 --Bylaws of Entergy Corporation as amended January 27, 2017, and as presently in effect (3.1 to Form 8-K filed January 30, 2017 in 1-11299).

System Energy
(b) 1 --Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-5399).
(b) 2 --By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067).

Entergy Arkansas
(c) 1 --Articles of Amendment and Restatement for the Second Amended and Restated Articles of Incorporation of Entergy Arkansas, effective August 19, 2009 (3 to Form 8-K filed August 24, 2009 in 1-10764).
(c) 2 --By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764).

Entergy Louisiana
(d) 1 --Certificate of Formation of Entergy Louisiana Power, LLC (including Certificate of Amendment to Certificate of Formation to change the company name to Entergy Louisiana, LLC) effective July 7, 2015 (3.3 to Form 8-K12B filed October 1, 2015 in 1-32718).
(d) 2 --Company Agreement of Entergy Louisiana Power, LLC (including First Amendment to Company Agreement to change the company name to Entergy Louisiana, LLC) effective July 7, 2015 (3.4 to Form 8-K12B filed October 1, 2015 in 1-32718).

Entergy Mississippi
(e) 1 --Second Amended and Restated Articles of Incorporation of Entergy Mississippi, effective July 21, 2009 (99.1 to Form 8-K filed July 27, 2009 in 1-31508).
(e) 2 --By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320).

Entergy New Orleans
(f) 1 --Amended and Restated Articles of Incorporation of Entergy New Orleans, effective May 8, 2007 (3(a) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).
(f) 2 --Amended By-Laws of Entergy New Orleans effective May 8, 2007, and as presently in effect (3(b) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).

Entergy Texas
(g) 1 --Certificate of Formation of Entergy Texas, effective December 31, 2007 (3(i) to Form 10 filed March 14, 2008 in 000-53134).
(g) 2 --Bylaws of Entergy Texas effective December 31, 2007 (3(ii) to Form 10 filed March 14, 2008 in 000-53134).

(4)Instruments Defining Rights of Security Holders, Including Indentures

Entergy Corporation
(a) 1 --See (4)(b) through (4)(g) below for instruments defining the rights of security holders of System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.
(a) 2 --Indenture (For Unsecured Debt Securities), dated as of September 1, 2010, between Entergy Corporation and Wells Fargo Bank, National Association (4.01 to Form 8-K filed September 16, 2010 in 1-11299).
(a) 3 --Officer’s Certificate for Entergy Corporation relating to 5.125% Senior Notes due September 15, 2020 (4.02(b) to Form 8-K filed September 16, 2010 in 1-11299).
(a) 4 --Officer’s Certificate for Entergy Corporation relating to 4.50% Senior Note due December 16, 2028 (4(a)7 to Form 10-K for the year ended December 31, 2013 in 1-11299).

(a) 5 --Officer’s Certificate for Entergy Corporation relating to 2.95% Senior Notes due September 1, 2026 (4.02 to Form 8-K filed August 19, 2016 in 1-11299).
(a) 6 --Officer’s Certificate for Entergy Corporation relating to 4.0% Senior Note due July 15, 2022 (4.02 to Form 8-K dated July 1, 2015 in 1-11299).
(a) 7 --Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(g) to Form 10-Q for the quarter ended September 30, 2015 in 1-11299).
(a) 8 --Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(h) to Form 10-Q for the quarter ended September 30, 2015 in 1-11299).
(a) 9 --Extension Agreement, dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(l) to Form 10-Q for the quarter ended September 30, 2016 in 1-11299).
(a) 10 --Amendment dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(m) to Form 10-Q for the quarter ended September 30, 2016 in 1-11299).

System Energy
(b) 1 --Mortgage and Deed of Trust, dated as of June 15, 1977, as amended and restated by the following Supplemental Indenture: (4.42 to Form 8-K dated September 25, 2012 in 1-9067 (Twenty-fourth)).
(b) 2 --Loan Agreement, dated as of October 15, 1998, between System Energy and Mississippi Business Finance Corporation (B-6(b) to Rule 24 Certificate dated November 12, 1998 in 70-8511).
(b) 3 --Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(b) to Rule 24 Certificate dated March 3, 1989 in 70-7604).

Entergy Arkansas
(c) 1 --Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 4(a)-7 in 2-10261 (Seventh); 2(b)-10 in 2-15767 (Tenth); 2(c) in 2-28869 (Sixteenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-8(b) to Rule 24 Certificate dated July 6, 1989 in 70-7346 (Forty-first); 4(d)(2) in 33-54298 (Forty-sixth); C-2 to Form U5S for the year ended December 31,1995 (Fifty-third); 4.06 to Form 8-K dated October 8, 2010 in 1-10764 (Sixty-ninth); 4.06 to Form 8-K dated November 12, 2010 in 1-10764 (Seventieth); 4.06 to Form 8-K dated December 13, 2012 in 1-10764 (Seventy-first); 4(e) to Form 8-K dated January 9, 2013 in 1-10764 (Seventy-second); 4.06 to Form 8-K dated May 30, 2013 in 1-10764 (Seventy-third); 4.06 to Form 8-K dated June 4, 2013 in 1-10764 (Seventy-fourth); 4.05 to Form 8-K dated March 14, 2014 in 1-10764 (Seventy-sixth); 4.05 to Form 8-K dated December 9, 2014 in 1-10764 (Seventy-seventh); 4.05 to Form 8-K dated January 8, 2016 in 1-10764 (Seventy-eighth); and 4.05 to Form 8-K dated August 16, 2016 in 1-10764 (Seventy-ninth)).

(c) 2 --Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Arkansas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(i) to Form 10-Q for the quarter ended September 30, 2015 in 1-10764).
(c) 3 --Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Arkansas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(j) to Form 10-Q for the quarter ended September 30, 2015 in 1-10764).
(c) 4 --Extension Agreement, dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Arkansas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(n) to Form 10-Q for the quarter ended September 30, 2016 in 1-10764).
(c) 5 --Amendment dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Arkansas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(o) to Form 10-Q for the quarter ended September 30, 2016 in 1-10764).
(c) 6 --Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (B-1(b) to Rule 24 Certificate in 70-7571).
(c) 7 --Loan Agreement, dated as of January 1, 2013, between Jefferson County, Arkansas and Entergy Arkansas relating to Revenue Bonds (Entergy Arkansas, Inc. Project) Series 2013 (4(b) to Form 8-K filed January 9, 2013 in 1-10764).
(c) 8 --Loan Agreement, dated as of January 1, 2013, between Independence County, Arkansas and Entergy Arkansas relating to Revenue Bonds (Entergy Arkansas, Inc. Project) Series 2013 (4(d) to Form 8-K filed January 9, 2013 in 1-10764).

Entergy Louisiana
(d) 1 --Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); D in 70-3862 (Sixth); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); B-4(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324 (Sixty-third); B-4(ii) to Rule 24 Certificate dated January 10, 2006 in 70-10324 (Sixty-fourth); 4(a) to Form 10-Q for the quarter ended September 30, 2008 in 1-32718 (Sixty-fifth); 4(e)1 to Form 10-K for the year ended December 31, 2009 in 1-132718 (Sixty-sixth); 4.08 to Form 8-K dated September 24, 2010 in 1-32718 (Sixty-eighth); 4.08 to Form 8-K dated March 24, 2011 in 1-32718 (Seventy-first); 4(a) to Form 10-Q for the quarter ended June 30, 2011 in 1-32718 (Seventy-second); 4.08 to Form 8-K dated July 3, 2012 in 1-32718 (Seventy-fifth); 4.08 to Form 8-K dated December 4, 2012 in 1-32718 (Seventy-sixth); 4.08 to Form 8-K dated May 21, 2013 in 1-32718 (Seventy-seventh); 4.08 to Form 8-K dated August 23, 2013 in 1-32718 (Seventy-eighth); 4.08 to Form 8-K dated June 24, 2014 in 1-32718 (Seventy-ninth); 4.08 to Form 8-K dated July 1, 2014 in 1-32718 (Eightieth); 4.08 to Form 8-K dated November 21, 2014 (Eighty-first); 4.1 to Form 8-K12B dated October 1, 2015 (Eighty-second); 4(g) to Form 8-K dated March 18, 2016 in 1-32718 (Eighty-third); 4.33 to Form 8-K dated March 24, 2016 in 1-32718 (Eighty-fourth); 4(k) to Form 10-Q for the quarter ended March 31, 2016 in 1-32718 (Eighty-fifth); 4.33 to Form 8-K dated August 17, 2016 in 1-32718 (Eighty-sixth); and 4.33 to Form 8-K dated October 4, 2016 in 1-32718 (Eighty-seventh)).


(d) 2 --Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana [Old Entergy Louisiana] and Entergy Gulf States Louisiana, as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4.4 to Form 8-K12B filed October 1, 2015 in 1-32718).
(d) 3 --Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana [Old Entergy Louisiana] and Entergy Gulf States Louisiana, as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4.5 to Form 8-K12B filed October 1, 2015 in 1-32718).
(d) 4 --Borrower Assumption Agreement dated as of October 1, 2015 of Entergy Louisiana [New Entergy Louisiana] under Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana [Old Entergy Louisiana] and Entergy Gulf States Louisiana, as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto, as amended (4.6 to Form 8-K12B filed October 1, 2015 in 1-32718).
(d) 5 --Extension Agreement, dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(p) to Form 10-Q for the quarter ended September 30, 2016 in 1-32718).
(d) 6 --Amendment dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(q) to Form 10-Q for the quarter ended September 30, 2016 in 1-32718).
(d) 7 --Fuel Lease, dated as of January 31, 1989, between River Fuel Company #2, Inc., and Entergy Louisiana (B-1(b) to Rule 24 Certificate in 70-7580).
(d) 8 --Nuclear Fuel Lease Agreement between Entergy Gulf States, Inc. and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 9 --Loan Agreement, dated as of March 1, 2016, between the Louisiana Public Facilities Authority and Entergy Louisiana relating to Refunding Revenue Bonds (Entergy Louisiana, LLC Project) Series 2016A (4(b) to Form 8-K filed March 18, 2016 in 1-32718).
(d) 10 --Loan Agreement, dated as of March 1, 2016, between Louisiana Public Facilities Authority and Entergy Louisiana relating to Refunding Revenue Bonds (Entergy Louisiana, LLC Project) Series 2016B (4(d) to Form 8-K filed March 18, 2016 in 1-32718).
(d) 11 --Indenture of Mortgage, dated September 1, 1926, as amended by the following Supplemental Indentures: (7-A-9 in Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); 2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth); 4(a) to Form 10-Q for the quarter ended June 30, 2008 in 333-148557 (Seventy-sixth); 4(a) to Form 10-Q for the quarter ended September 30, 2009 in 0-20371 (Seventy-seventh); 4.07 to Form 8-K dated October 1, 2010 in 0-20371 (Seventy-eighth); 4(c) to Form 8-K filed October 12, 2010 in 0-20371 (Seventy-ninth); 4.07 to Form 8-K dated July 1, 2014 in 0-20371 (Eighty-first); 4.2 to Form 8-K12B dated October 1, 2015 in 1-32718 (Eighty-second); 4.3 to Form 8-K12B dated October 1, 2015 in 1-32718 (Eighty-third); 4.42 to Form 8-K dated March 24, 2016 in 1-32718 (Eighty-fourth); 4.42 to Form 8-K dated May 19, 2016 in 1-32718 (Eighty-fifth); 4.42 to Form 8-K dated August 17, 2016 in 1-32718 (Eighty-sixth); and 4.42 to Form 8-K dated October 4, 2016 in 1-32718 (Eighty-seventh)).

(d) 12 --Agreement of Resignation, Appointment and Acceptance, dated as of October 3, 2007, among Entergy Gulf States, Inc., JPMorgan Chase Bank, National Association, as resigning trustee, and The Bank of New York, as successor trustee (4(a) to Form 10-Q for the quarter ended September 30, 2007 in 1-27031).
(d) 13 --Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015, as amended by the following Supplemental Indentures: (4.38 in Registration No. 333-190911-07 (Mortgage); 4(f) to Form 8-K filed March 18, 2016 in 1-32718 (First); 4.40 to Form 8-K filed March 24, 2016 in 1-32718 (Second); 4(g) to Form 10-Q for the quarter ended March 31, 2016 in 1-32718 (Third); 4(h) to Form 10-Q for the quarter ended March 31, 2016 in 1-32718 (Fourth); 4.40 to Form 8-K filed May 19, 2016 in 1-32718 (Fifth); 4.40 to Form 8-K filed August 17, 2016 in 1-32718 (Sixth); and 4.41 to Form 8-K filed October 4, 2016 in 1-32718 (Seventh)).
(d) 14 --Officer’s Certificate No. 1-B-1, dated March 18, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4(e) to Form 8-K filed March 19, 2016 in 1-32718).
(d) 15 --Officer’s Certificate No. 2-B-2, dated March 17, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4.39 to Form 8-K filed March 24, 2016 in 1-32718).
(d) 16 --Officer’s Certificate No. 3-B-3, dated March 28, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4(d) to Form 10-Q for the quarter ended March 31, 2016 in 1-32718).
(d) 17 --Officer’s Certificate No. 4-B-4, dated May 16, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4.39 to Form 8-K filed May 19, 2016 in 1-32718).
(d) 18 --Officer’s Certificate No. 6-B-5, dated August 1, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4.39 to Form 8-K filed August 17, 2016 in 1-32718).
(d) 19 --Officer’s Certificate No. 7-B-6, dated September 15, 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4.40 to Form 8-K filed October 4, 2016 in 1-32718).

Entergy Mississippi
(e) 1 --Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by the following Supplemental Indentures: (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); 4(b) to Form 10-Q for the quarter ended June 30, 2009 in 1-31508 (Twenty-sixth); 4.38 to Form 8-K dated December 11, 2012 in 1-31508 (Thirtieth); 4.05 to Form 8-K dated March 21, 2014 in 1-31508 (Thirty-first); 4.05 to Form 8-K dated May 13, 2016 in 1-31508 (Thirty-second); and 4.16 to Form 8-K dated September 15, 2016 in 1-31508 (Thirty-third)).

Entergy New Orleans
(f) 1 --Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by the following Supplemental Indentures: (A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); 4.02 to Form 8-K dated November 23, 2010 in 0-5807 (Fifteenth); 4.02 to Form 8-K dated November 29, 2012 in 0-5807 (Sixteenth); 4.02 to Form 8-K dated June 21, 2013 in 0-5807 (Seventeenth); 4(m) to Form 10-Q for the quarter ended March 31, 2016 in 0-5807 (Eighteenth); 4.02 to Form 8-K dated March 22, 2016 in 0-5807 (Nineteenth); and 4.02 to Form 8-K dated May 24, 2016 in 0-5807 (Twentieth)).
(f) 2 --Amended and Restated Credit Agreement ($25,000,000), dated as of November 20, 2015, among Entergy New Orleans, as the Borrower, the banks and other financial institutions party thereto as Lenders, and Bank of America, N.A., as Administrative Agent (4(f)2 to Form 10-K for the year ended December 31, 2015 in 0-5807).


(f) 3 --Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2016, among Entergy New Orleans, as the Borrower, the banks and other financial institutions party thereto as Lenders, and Bank of America, N.A., as Administrative Agent (4(f) to Form 10-Q for the quarter ended June 30, 2016 in 0-5807).

Entergy Texas
(g) 1 --Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4(h)2 to Form 10-K for the year ended December 31, 2008 in 0-53134).
(g) 2 --Officer’s Certificate No. 1-B-1 dated January 27, 2009, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4(h)3 to Form 10-K for the year ended December 31, 2008 in 0-53134).
(g) 3 --Officer’s Certificate No. 2-B-2 dated May 14, 2009, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4(a) to Form 10-Q for the quarter ended June 30, 2009 in 1-34360).
(g) 4 --Officer’s Certificate No. 5-B-4 dated September 7, 2011, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4.40 to Form 8-K dated September 13, 2011 in 1-34360).
(g) 5 --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 and The Bank of New York Mellon, as trustee (4.40 to Form 8-K dated May 16, 2014 in 1-34360).
(g) 6 --Officer’s Certificate No. 8-B-6 dated May 18, 2015, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4.40 to Form 8-K dated May 21, 2015 in 1-34360).
(g) 7 --Officer’s Certificate No. 9-B-7 dated March 8, 2016, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas and The Bank of New York Mellon, as trustee (4.40 to Form 8-K dated March 11, 2016 in 1-34360).
(g) 8 --Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(k) to Form 10-Q for the quarter ended September 30, 2015 in 1-34360).
(g) 9 --Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(l) to Form 10-Q for the quarter ended September 30, 2015 in 1-34360).
(g) 10 --Extension Agreement, dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(r) to Form 10-Q for the quarter ended September 30, 2016 in 1-34360).
(g) 11 --Amendment dated as of August 8, 2016, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(s) to Form 10-Q for the quarter ended September 30, 2016 in 1-34360).


(10)  Material Contracts

Entergy Corporation
+(a) 1 --2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Effective for Grants and Elections On or After January 1, 2007) (Appendix B to Entergy Corporation’s Definitive Proxy Statement filed on March 24, 2006 in 1-11299).
+(a) 2 --First Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective October 26, 2006 (10(a)50 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 3 --Second Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective January 1, 2009 (10(a)51 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 4 --Third Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective December 30, 2010 (10(a)52 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 5 --2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Annex A to Entergy Corporation’s Definitive Proxy Statement filed on March 24, 2011 in 1-11299).
+(a) 6 --2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (Annex C to 2015 Entergy Corporation’s Definitive Proxy Statement filed on March 20, 2015 in 1-11299).
+(a) 7 --Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)57 to Form 10-K for the year ended December 31, 2010 in 1-11299).
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+(a) 8 --First Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)58 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 9 --Second Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)57 to Form 10-K for the year ended December 31, 2011 in 1-11299).
+(a) 10 --Third Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(b) to Form 10-Q for the quarter ended September 30, 2014 in 1-11299).
+(a) 11 --Fourth Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(c) to Form 10-Q for the quarter ended September 30, 2014 in 1-11299).
+(a) 12 --Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)59 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 13 --First Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)60 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 14 --Second Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)60 to Form 10-K for the year ended December 31, 2011 in 1-11299).
+(a) 15 --Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 16 --Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)62 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 17 --First Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)63 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 18 --Second Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)64 to Form 10-K for the year ended December 31, 2011 in 1-11299).
+(a) 19 --System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of January 1, 2009 (10(a)77 to Form 10-K for the year ended December 31, 2009 in 1-11299).
+(a) 20 --First Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective January 1, 2010 (10(a)78 to Form 10-K for the year ended December 31, 2009 in 1-11299).
+(a) 21 --Second Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)69 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 22 --Third Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)71 to Form 10-K for the year ended December 31, 2011 in 1-11299).
+(a) 23 --Post-Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 24 --Amendment, effective December 28, 2001, to the Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 25 --Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)74 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 26 --First Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)75 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 27 --Second Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)76 to Form 10-K for the year ended December 31, 2011 in 1-11299).
+(a) 28 --Third Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective June 19, 2013 (10(b) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).
+(a) 29 --Fourth Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(c) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).
+(a) 30 --Fifth Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(a) to Form 10-Q for the quarter ended September 30, 2014 in 1-11299).
+(a) 31 --Executive Income Security Plan of Gulf States Utilities Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 32 --System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2009 (10(a)78 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 33 --First Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)79 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 34 --Second Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)81 to Form 10-K for the year ended December 31, 2011 in 1-11299).

+(a) 35 --Third Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 26, 2012 (10(a)81 to Form 10-K for the year ended December 31, 2013 in 1-11299).
+(a) 36 --Fourth Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(d) to Form 10-Q for the year ended June 30, 2013 in 1-11299).
+(a) 37 --Fifth Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(d) to Form 10-Q for the year ended September 30, 2014 in 1-11299).
+(a) 38 --Employment Agreement effective February 9, 1999 between Leo P. Denault and Entergy Services (10(a) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).
+(a) 39 --Amendment to Employment Agreement effective March 5, 2004 between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).
+(a) 40 --Retention Agreement effective August 3, 2006 between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the quarter ended June 30, 2006 in 1-11299).
+(a) 41 --Amendment to Retention Agreement effective January 1, 2009 between Leo P. Denault and Entergy Corporation (10(a)93 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 42 --Amendment to Retention Agreement effective January 1, 2010 between Leo P. Denault and Entergy Corporation (10(a)101 to Form 10-K for the year ended December 31, 2009 in 1-11299).
+(a) 43 --Amendment to Retention Agreement effective December 30, 2010 between Leo P. Denault and Entergy Corporation (10(a)95 to Form 10-K for the year ended December 31, 2010 in 1-11299).
+(a) 44 --Shareholder Approval of Future Severance Agreements Policy, effective March 8, 2004 (10(f) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).
+(a) 45 --Entergy Corporation Non-Employee Director Stock Program Established under the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(c) to Form 10-Q for the quarter ended June 30, 2015 in 1-11299).
+(a) 46 --Entergy Nuclear Retention Plan, as amended and restated January 1, 2007 (10(a)107 to Form 10-K for the year ended December 31, 2007 in 1-11299).
*+(a) 47 --Form of Stock Option Grant Agreement.
*+(a) 48 --Form of Long Term Incentive Program Performance Unit Agreement.
*+(a) 49 --Form of Restricted Stock Grant Agreement.
+(a) 50 --Restricted Units Agreement between Roderick K. West and Entergy Corporation (10(a) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).
+(a) 51 --Restricted Stock Unit Agreement between Andrew S. Marsh and Entergy Corporation (10(a)102 to Form 10-K for the year ended December 31, 2015 in 1-11299).
+(a) 52 --Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries as amended and restated effective January 1, 2016 (Appendix B to 2015 Entergy Corporation’s Definitive Proxy Statement filed on March 20, 2015 in 1-11299).
+(a) 53 --Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, as amended and restated effective June 1, 2015 (10(d) to Form 10-Q for the quarter ended June 30, 2015 in 1-11299).

*+(a) 54 --Restricted Stock Units Agreement by and between A. Christopher Bakken, III and Entergy Corporation effective April 6, 2016.
*+(a) 55 --Offer Letter, dated January 28, 2016, by and between A. Christopher Bakken, III and Entergy Services, Inc.

System Energy
(b) 1 --Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(b) 2 --First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).
(b) 3 --Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).
(b) 4 --Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).
(b) 5 --Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(b) 6 --Thirty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2012, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and The Bank of New York Mellon, as successor trustee (10(a)15 to Form 10-K for the year ended December 31, 2012 in 1-11299).
(b) 7 --Amendment to the Thirty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of September 18, 2015, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and The Bank of New York Mellon, as successor trustee (4.25 to Form S-3 dated October 2, 2015).
(b) 8 --Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(b) 9 --First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(b) 10 --Thirty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2012, among Entergy Corporation, System Energy, and The Bank of New York Mellon, as successor trustee (10(a)19 to Form 10-K for the year ended December 31, 2012 in 1-11299).
(b) 11 --Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-3(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).
*(b) 12 --Lease Supplement No. 4, dated as of January 15, 2014, to Facility Lease No. 1.

(b) 13 --Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-4(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).
*(b) 14 --Lease Supplement No. 4, dated as of May 28, 2014, to Facility Lease No. 2.
(b) 15 --Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
*(b) 16 --Unit Power Sales Agreement among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans dated as of June 10, 1982, as amended and revised.

Entergy Louisiana
(c) 1 --Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of September 19, 2015 (10(b) to Form 10-Q for the quarter ended September 30, 2015).

(12) Statement Re Computation of Ratios
*(a)Entergy Arkansas’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(b)Entergy Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Distributions, as defined.
*(c)Entergy Mississippi’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(d)Entergy New Orleans’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(e)Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.
*(f)System Energy’s Computation of Ratios of Earnings to Fixed Charges, as defined.

*(21)  Subsidiaries of the Registrants

(23)  Consents of Experts and Counsel
*(a)The consent of Deloitte & Touche LLP is contained herein at page 518.

*(24)  Powers of Attorney
(31)  Rule 13a-14(a)/15d-14(a) Certifications
*(a)Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(b)Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(c)Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.


*(d)Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
*(e)Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
*(f)Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
*(g)Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(h)Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(i)Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(j)Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(k)Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
*(l)Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
*(m)Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(n)Rule 13a-14(a)/15d-14(a) Certification for System Energy.

(32)  Section 1350 Certifications
*(a)Section 1350 Certification for Entergy Corporation.
*(b)Section 1350 Certification for Entergy Corporation.
*(c)Section 1350 Certification for Entergy Arkansas.
*(d)Section 1350 Certification for Entergy Arkansas.
*(e)Section 1350 Certification for Entergy Louisiana.
*(f)Section 1350 Certification for Entergy Louisiana.
*(g)Section 1350 Certification for Entergy Mississippi.
*(h)Section 1350 Certification for Entergy Mississippi.
*(i)Section 1350 Certification for Entergy New Orleans.
*(j)Section 1350 Certification for Entergy New Orleans.
*(k)Section 1350 Certification for Entergy Texas.
*(l)Section 1350 Certification for Entergy Texas.
*(m)Section 1350 Certification for System Energy.
*(n)Section 1350 Certification for System Energy.


(101)  XBRL Documents

Entergy Corporation
*INS -XBRL Instance Document.
*SCH -XBRL Taxonomy Extension Schema Document.
*CAL -XBRL Taxonomy Extension Calculation Linkbase Document.
*DEF -XBRL Taxonomy Extension Definition Linkbase Document.
*LAB -XBRL Taxonomy Extension Label Linkbase Document.
*PRE -XBRL Taxonomy Extension Presentation Linkbase Document.
_________________
*Filed herewith.
Management contracts or compensatory plans or arrangements.


E-14