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

FORM 10-Q

(Mark One) 
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
  
 For the Quarterly Period Ended JuneSeptember 30, 2014
 OR
 
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the transition period from ____________ to ____________

Commission
File Number
Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. 

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



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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
 
Large
accelerated
filer
 
Accelerated
filer
 
Non-
accelerated
filer
 
Smaller
reporting
company
Entergy Corporationü      
Entergy Arkansas, Inc.    ü  
Entergy Gulf States Louisiana, L.L.C.    ü  
Entergy Louisiana, LLC    ü  
Entergy Mississippi, Inc.    ü  
Entergy New Orleans, Inc.    ü  
Entergy Texas, Inc.    ü  
System Energy Resources, Inc.    ü  

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
Common Stock Outstanding Outstanding at JulyOctober 31, 2014
Entergy Corporation($0.01 par value)179,608,009180,481,135

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q.  Information contained herein relating to any individual company is filed by such company on its own behalf.  Each company reports herein only as to itself and makes no other representations whatsoever as to any other company.  This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2013 and the Quarterly Report on Form 10-Q for the quarterquarters ended March 31, 2014 and June 30, 2014, filed by the individual registrants with the SEC, and should be read in conjunction therewith.



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ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JuneSeptember 30, 2014

 Page Number
  
Entergy Corporation and Subsidiaries 
Entergy Arkansas, Inc. and Subsidiaries 
Entergy Gulf States Louisiana, L.L.C. 
Entergy Louisiana, LLC and Subsidiaries
Entergy Mississippi, Inc.Louisiana, LLC and Subsidiaries 
Entergy Mississippi, Inc.

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ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JuneSeptember 30, 2014

 Page Number
  
Entergy New Orleans, Inc. 
Entergy Texas, Inc. and Subsidiaries 
System Energy Resources, Inc. 
 


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FORWARD-LOOKING INFORMATION

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

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

resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, Entergy’s utility supply plan, and recovery of fuel and purchased power costs;
the termination of Entergy Arkansas’s participation in the System Agreement, which occurred in December 2013, the termination of Entergy Mississippi’s participation in the System Agreement in November 2015, the termination of Entergy Texas’s, Entergy Gulf States Louisiana’s, and Entergy Louisiana’s participation in the System Agreement after expiration of the proposed 60-month notice period or such other period as approved by the FERC;
regulatory and operating challenges and uncertainties and economic risks associated with the Utility operating companies’ move to the MISO RTO, which occurred in December 2013, including the effect of current or projected RTO market rules and system conditions in the MISO markets, the allocation of MISO system transmission upgrade costs, and the effect of planning decisions that MISO makes with respect to future transmission investments by the Utility operating companies;
changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, and the application of more stringent transmission reliability requirements or market power criteria by the FERC;
changes in the regulation or regulatory oversight of Entergy’s nuclear generating facilities and nuclear materials and fuel, including with respect to the planned or potential shutdown of nuclear generating facilities owned or operated by the Entergy Wholesale Commodities business, and the effects of new or existing safety or environmental concerns regarding nuclear power plants and nuclear fuel;
resolution of pending or future applications, and related regulatory proceedings and litigation, for license renewals or modifications or other authorizations required of nuclear generating facilities;
the performance of and deliverability of power from Entergy’s generation resources, including the capacity factors at its nuclear generating facilities;
Entergy’s ability to develop and execute on a point of view regarding future prices of electricity, natural gas, and other energy-related commodities;
prices for power generated by Entergy’s merchant generating facilities and the ability to hedge, meet credit support requirements for hedges, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Entergy Wholesale Commodities nuclear plants;
the prices and availability of fuel and power Entergy must purchase for its Utility customers, and Entergy’s ability to meet credit support requirements for fuel and power supply contracts;
volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities;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;

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FORWARD-LOOKING INFORMATION (Concluded)


changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, greenhouse gases, mercury, and other regulated air emissions, and changes in costs of compliance with environmental and other laws and regulations;
uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel and nuclear waste storage and disposal and the level of spent fuel disposal fees charged by the U.S. government related to such sites;
variations in weather and the occurrence of hurricanes and other storms and disasters, including uncertainties associated with efforts to remediate the effects of hurricanes, ice storms, or other weather events and the recovery of costs associated with restoration, including accessing funded storm reserves, federal and local cost recovery mechanisms, securitization, and insurance;
effects of climate change;
changes in the quality and availability of water supplies and the related regulation of water use and diversion;
Entergy’s ability to manage its capital projects and operation and maintenance costs;
Entergy’s ability to purchase and sell assets at attractive prices and on other attractive terms;
the economic climate, and particularly economic conditions in Entergy’s Utility service area and the Northeast United States and events and circumstances that could influence economic conditions in those areas;areas, and the risk that anticipated load growth may not materialize;
the effects of Entergy’s strategies to reduce tax payments;
changes in the financial markets, particularly those affecting the availability of capital and Entergy’s ability to refinance existing debt, execute share repurchase programs, and fund investments and acquisitions;
actions of rating agencies, including changes in the ratings of debt and preferred stock, changes in general corporate ratings, and changes in the rating agencies’ ratings criteria;
changes in inflation and interest rates;
the effect of litigation and government investigations or proceedings;
changes in technology, including with respect to new, developing, or alternative sources of generation;
the potential effects of threatened or actual terrorism, cyber attacks or data security breaches, including increased security costs, and war or a catastrophic event such as a nuclear accident or a natural gas pipeline explosion;
Entergy’s ability to attract and retain talented management and directors;
changes in accounting standards and corporate governance;
declines in the market prices of marketable securities and resulting funding requirements for Entergy’s defined benefit pension and other postretirement benefit plans;
future wage and employee benefit costs, including changes in discount rates and returns on benefit plan assets;
changes in decommissioning trust fund values or earnings or in the timing of or cost to decommission nuclear plant sites;
the implementation of the shutdown of Vermont Yankee by the end of 2014 and the related decommissioning of Vermont Yankee;
the effectiveness of Entergy’s risk management policies and procedures and the ability and willingness of its counterparties to satisfy their financial and performance commitments;
factors that could lead to impairment of long-lived assets; and
the ability to successfully complete merger, acquisition, or divestiture plans, regulatory or other limitations imposed as a result of merger, acquisition, or divestiture, and the success of the business following a merger, acquisition, or divestiture.


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DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:
Abbreviation or 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
capacity factorActual plant output divided by maximum potential plant output for the period
City Council or CouncilCouncil of the City of New Orleans, Louisiana
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 company formally created as part of the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes.  The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy TexasEntergy Texas, Inc., a company formally created as part of the jurisdictional separation of Entergy Gulf States, Inc.  The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Wholesale
Commodities (EWC)
Entergy’s non-utility business segment primarily comprised of the ownership and operation of six nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by those plants to wholesale customers
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), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Form 10-KAnnual Report on Form 10-K for the calendar year ended December 31, 2013 filed with the SEC by Entergy Corporation and its Registrant Subsidiaries
FTRFinancial transmission right
Grand GulfUnit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy
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
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

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DEFINITIONS (Concluded)

Abbreviation or AcronymTerm
IRSInternal Revenue Service
ISOIndependent System Operator
kWKilowatt, which equals one thousand watts
kWhKilowatt-hour(s)
LPSCLouisiana Public Service Commission
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)
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 Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
PilgrimPilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
PPAPurchased power agreement or power purchase agreement
PUCTPublic Utility Commission of Texas
Registrant SubsidiariesEntergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc.
River BendRiver Bend Station (nuclear), owned by Entergy Gulf States Louisiana
RTORegional transmission organization
SECSecurities and Exchange Commission
SMEPASouth Mississippi Electric Power Association, which owns a 10% interest in Grand Gulf
System AgreementAgreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources. Entergy Arkansas terminated its participation in the System Agreement effective December 18, 2013.
System 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 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 Gulf States Louisiana, 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
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


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ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

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

The Utility business segment includes the generation, transmission, distribution, and sale of electric power in portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operation of a small natural gas distribution business.  
The Entergy Wholesale Commodities business segment includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers.  In August 2013, Entergy announced plans to close and decommission Vermont Yankee.  The plant is expected to cease power production in the fourth quarter 2014 after its current fuel cycle.  Entergy Wholesale Commodities also provides services to other nuclear power plant owners and owns interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

Results of Operations

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the secondthird quarter2014 to the secondthird quarter2013 showing how much the line item increased or (decreased) in comparison to the prior period:
 

Utility
 
Entergy
Wholesale
Commodities
 

Parent &
Other (a)
 

Entergy
 

Utility
 
Entergy
Wholesale
Commodities
 

Parent &
Other (a)
 

Entergy
 (In Thousands) (In Thousands)
2nd Quarter 2013 Consolidated Net Income (Loss) 
$200,555
 
$11,531
 
($44,031) 
$168,055
3rd Quarter 2013 Consolidated Net Income (Loss) 
$352,303
 
($92,828) 
($15,293) 
$244,182
                
Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits) 46,765
 88,371
 (4,789) 130,347
 17,946
 (9,906) (5,024) 3,016
Other operation and maintenance expenses (30,646) 9,037
 (5,977) (27,586) 16,512
 (9,651) (4,270) 2,591
Asset write-off, impairments, and related charges 60,857
 (188,527) 
 (127,670)
Taxes other than income taxes 4,798
 2,901
 149
 7,848
 4,089
 (1,047) (257) 2,785
Depreciation and amortization 13,557
 20,631
 38
 34,226
 (9,416) 16,498
 (152) 6,930
Other income (16,036) (1,466) (1,773) (19,275) 26,150
 7,993
 (5,395) 28,748
Interest expense 5,484
 (655) 2,005
 6,834
 4,812
 (481) 436
 4,767
Other expenses 1,999
 5,895
 
 7,894
 2,910
 11,505
 
 14,415
Income taxes 23,958
 34,164
 (2,492) 55,630
 1,372
 109,640
 26,200
 137,212
                
2nd Quarter 2014 Consolidated Net Income (Loss) 
$212,134


$26,463


($44,316)

$194,281
3rd Quarter 2014 Consolidated Net Income (Loss) 
$315,263


($32,678)

($47,669)

$234,916

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

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

Third quarter 2014 results of operations includes $102.9 million ($66.9 million after-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. See Note 11 to the financial statements herein for further discussion of the charges. Third quarter 2014 results of

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Management's Financial Discussion and Analysis

operations also includes the $60.9 million ($40.5 million after-tax) write-off in September 2014 of Entergy Mississippi’s regulatory assets associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff 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 herein and in the Form 10-K for further discussion of the new nuclear generation development costs and the joint stipulation.

Third quarter 2013 results of operations includes $291.5 million ($183.7 million after-tax) of impairment and other related charges to write down the carrying value of Vermont Yankee and related assets to their fair values. See Note 1 to the financial statements in the Form 10-K for further discussion of the impairment charges.

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the secondthird quarter2014 to the secondthird quarter2013: 2013:
 Amount
 (In Millions)
2013 net revenue
$1,3711,628
Retail electric price36
Asset retirement obligation1637
Volume/weather(423)
Other(14)
2014 net revenue
$1,4181,646

The retail electric price variance is primarily due to:

an annual base rate increase in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective January 2014;July 2014.  Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income;
a formula rate plan increase at Entergy Mississippi, as approved by the MPSC, effective September 2013;
an annual base rate increase at Entergy Texas, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case;
an annual base rate increase in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective July 2013.  Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income;January 2014; and
an increase in Entergy Mississippi’s storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income.

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

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

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


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Management's Financial Discussion and Analysis

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing the secondthird quarter2014 to the secondthird quarter2013: 2013:
 Amount
 (In Millions)
2013 net revenue
$383494
Nuclear volume60(14
)
Mark-to-market value changes(12)
Nuclear realized price changes24
Mark-to-market value changes178
Nuclear fuel expenses(68)
Other(7)
2014 net revenue
$471484

As shown in the table above, net revenue for Entergy Wholesale Commodities increaseddecreased by $88$10 million in the secondthird quarter2014 compared to the secondthird quarter2013 primarily due to:

higherlower volume in its nuclear fleet resulting from fewer unplanned andmore refueling outage days in secondthe third quarter 2014 as compared to secondthe third quarter 2013, partially offset by a larger exercise of resupply options in second quarter 2013 compared to second quarter 2014 provided for in purchase power agreements where Entergy Wholesale Commodities may elect to supply power from another source when the plant is not running. Amounts related to the exercise of resupply options are included in the GWh billed in the table below;
higher capacity prices;2013;
mark-to-market activity, which was positivenegative for the quarter. See Note 8 to the financial statements herein for discussion of derivative instruments;
higher capacity prices, partially offset by lower realized wholesale energy prices; and
an increasea decrease in nuclear fuel expenses primarily due to increased generation as a result of fewer outage days, partially offset by lower DOE spent fuel disposal fees.

Following are key performance measures for Entergy Wholesale Commodities for the secondthird quarter2014 and 2013:2013:
2014 20132014 2013
Owned capacity (MW) (a)6,068 6,6126,068 6,612
GWh billed11,533 11,17211,328 11,630
Average realized revenue per MWh$49.75 $47.36$53.11 $53.22
  
Entergy Wholesale Commodities Nuclear Fleet  
Capacity factor95% 82%90% 94%
GWh billed10,588 9,7899,950 10,274
Average realized revenue per MWh$49.79 $46.40$53.24 $53.16
Refueling Outage Days:  
Pilgrim 45
Vermont Yankee 5
FitzPatrick37 

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

Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants

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

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Management's Financial Discussion and Analysis

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


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Management's Financial Discussion and Analysis

Other Income Statement Items

Utility

Other operation and maintenance expenses decreasedincreased from $587$570 million for the secondthird quarter2013 to $556$586 million for the secondthird quarter2014 primarily due to:

a decreasean increase of $22$21 million in payroll, compensation, and benefits costsnuclear generation expenses primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefithigher contract labor costs, higher materials costs, and other postretirement benefit plan design changes.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage and Outage” below for further discussion of the incident;
a decrease of $13 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;
a decrease of $10 million in fossil-fueled generation expenses primarily resulting from a lower scope of work done during plant outages in 2014 as compared to the same period in 2013; and
a decrease of $5 million due to costs incurred in 2013 related to the implementation of and transition to the MISO RTO.

The decrease was partially offset by:

higher NRC fees;
an increase of $8$11 million in energy efficiency costs at Entergy Arkansas and Entergy Texas.  These costs are recovered through energy efficiency riders and have a minimal effect on net income;
an increase of $10 million due to administration fees in 2014 related to participation in the MISO RTO. The net income effect is partially offset due to deferrals of these fees in certain jurisdictions. See Note 2 to the financial statements in the Form 10-K for further information on deferrals;
an increase of $7 million in energy efficiency costs at Entergy Arkansas and Entergy Texas.  These costs are recovered through energy efficiency riders and have a minimal effect on net income; and
an increase of $6 million in storm damage accruals primarily at Entergy Mississippi effective October 2013, as approved by the MPSC, and Entergy Arkansas effective January 2014, as approved by the APSC, and Entergy Mississippi effective October 2013, as approved by the MPSC.APSC;

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

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

Entergy Wholesale Commodities

Depreciation and amortization expenses increased primarily due to a change effective in 2014of $3 million resulting from costs incurred in the estimated average useful livesthird quarter 2014 related to Baxter Wilson (Unit 1) repairs, including an offset for expected insurance proceeds. See “Baxter Wilson Plant Event” in Note 1 to the financial statements herein for further discussion;
an increase of plant in service$3 million as a result of a new depreciation study as well as additions to plant in service. The depreciation rate on average depreciable property for Entergy Wholesale Commodities property is approximately 5.6% in 2014.

Other operation and maintenance expenses increased from $252 million for the second quarter2013 to $261 million for the second quarter2014 primarily due to:

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

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Management's Financial Discussion and Analysis

statements herein for discussion regarding the planned shutdown of the Vermont Yankee plant by the end of 2014;uncollectible customer accounts; and
$5 million in transmission service credits received in the second quarter 2013.several individually insignificant items.

The increase was partially offset by:

a decrease of $5$40 million in compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes.changes, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $11 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
a decrease of $6 million resulting from implementation costs, severance costs, and curtailment and special termination benefits in 2013 related to the human capital management strategic imperative, including an offset for partial amortization in the third quarter 2014 of costs deferred in 2013. See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Human Capital Management Strategic Imperativein the Form 10-K for further discussion.

The asset write-off, impairment, and related charges variance is due to the $60.9 million ($40.5 million after-tax) write-off in September 2014 of Entergy Mississippi’s regulatory assets associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff in which Entergy Mississippi agrees 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 herein and in the Form 10-K for further discussion of the new nuclear generation development costs and the joint stipulation.

Other income increased primarily due to:

an increase in earnings on decommissioning trust fund investments;
an increase due to distributions earned on preferred membership interests purchased from Entergy Holdings Company with the proceeds received in August 2014 from the Act 55 storm cost financing. The distributions on preferred membership interests are eliminated in consolidation and have no effect on Entergy's net income because the investment is in another Entergy subsidiary; and

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carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the LPSC.

See Note 2 to the financial statements in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing.

Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $264 million for the third quarter 2013 to $254 million for the third quarter 2014 primarily due to:

a decrease of $29 million in compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $4$5 million due to the absence of expenses from Entergy Solutions District Energy, which was sold in November 2013.

The decrease was partially offset by

an increase of $10 million primarily due to higher contract labor costs and higher NRC fees;
$10 million incurred in the third quarter 2014 related to the shutdown of Vermont Yankee including severance and retention costs. See “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein for discussion regarding the planned shutdown of the Vermont Yankee plant by the end of 2014; and
$5 million in transmission imbalance sales in the third quarter 2013.

The asset impairment variance is primarily due to $291.5 million ($183.7 million after-tax) in the third quarter 2013 of impairment and other related charges primarily to write down the carrying value of Vermont Yankee and related assets to their fair values and $102.9 million ($66.9 million after-tax) in the third quarter 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 1 to the financial statements in the Form 10-K and Note 11 to the financial statements herein for further discussion of these impairment charges.

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

Other expenses increased primarily due to an increase in nuclear refueling outage costs that are being amortized over the estimated period to the next outage and an increase in decommissioning costs primarily due to revisions to the estimated decommissioning cost liability for Vermont Yankee recorded in the third and fourth quarters of 2013.

Income Taxes

The effective income tax rate was 39.9%40.8% for the secondthird quarter 2014. The difference in the effective income tax rate for the secondthird quarter 2014 versus the statutory rate of 35% was primarily due to state income taxes, the provision for uncertain tax positions, and certain book and tax differences related to utility plant items.items, partially offset by book and tax differences related to the allowance for equity funds used during construction.


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The effective income tax rate was 30.3%9.1% for the secondthird quarter 2013. The difference in the effective income tax rate for the secondthird quarter 2013 versus the statutory rate of 35% was primarily due to lower state income taxes resulting from a state deferred tax adjustment.adjustment and the reversal of a state valuation allowance. Also contributing to the lower rate were book andwas the reversal of a portion of the provision for uncertain tax differences related to the allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items.positions.

SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

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

Utility
 
Entergy
Wholesale
Commodities
 

Parent &
Other (a)
 

Entergy
 

Utility
 
Entergy
Wholesale
Commodities
 

Parent &
Other (a)
 

Entergy
 (In Thousands) (In Thousands)
2013 Consolidated Net Income (Loss) 
$328,391
 
$93,646
 
($86,999) 
$335,038
 
$680,694
 
$818
 
($102,292) 
$579,220
                
Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits) 160,856
 343,394
 (7,609) 496,641
 178,802
 333,487
 (12,633) 499,656
Asset write-off, impairments, and related charges 60,857
 (184,590) 
 (123,733)
Other operation and maintenance expenses (53,165) 12,575
 (3,273) (43,863) (36,655) (1,013) (7,543) (45,211)
Taxes other than income taxes 8,019
 2,988
 214
 11,221
 12,107
 1,941
 (43) 14,005
Depreciation and amortization 20,583
 41,536
 (46) 62,073
 11,166
 58,033
 (196) 69,003
Other income (12,060) (4,301) (1,676) (18,037) 14,087
 3,692
 (7,071) 10,708
Interest expense 12,080
 1,338
 985
 14,403
 16,893
 857
 1,420
 19,170
Other expenses 4,150
 9,263
 
 13,413
 7,059
 20,769
 
 27,828
Income taxes 67,946
 96,106
 (7,991) 156,061
 69,318
 205,745
 18,209
 293,272
                
2014 Consolidated Net Income (Loss) 
$417,574
 
$268,933
 
($86,173) 
$600,334
 
$732,838
 
$236,255
 
($133,843) 
$835,250

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

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

Results of operations for the nine months ended September 30, 2014 includes $106.9 million ($69.4 million after-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. See Note 11 to the financial statements herein for further discussion of the charges. Results of operations for the nine months ended September 30, 2014 also includes the $60.9 million ($40.5 million after-tax) write-off in September 2014 of Entergy Mississippi’s regulatory assets associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff 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 herein and in the Form 10-K for further discussion of the new nuclear generation development costs and the joint stipulation.

Results of operations for the nine months ended September 30, 2013 includes $291.5 million ($183.7 million after-tax) of impairment and other related charges to write down the carrying value of Vermont Yankee and related assets to their fair values. See Note 1 to the financial statements in the Form 10-K for further discussion of the impairment charges.


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Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the sixnine months endedJune September 30, 2014 to the sixnine months endedJune September 30, 2013:2013:
 Amount
 (In Millions)
2013 net revenue
$2,5944,222
Retail electric price6995
Volume/weather6643
Asset retirement obligation2131
Other510
2014 net revenue
$2,7554,401

The retail electric price variance is primarily due to:

a formula rate plan increase at Entergy Mississippi, as approved by the MPSC, effective September 2013;
an increase in the energy efficiency rider at Entergy Arkansas, as approved by the APSC, effective July 2013.2013 and July 2014.  Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income;
an annual basea formula rate plan increase at Entergy Arkansas,Mississippi, as approved by the APSC,MPSC, effective January 2014;
an annual base rate increase at Entergy Texas, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case;2013;
an increase in Entergy Mississippi’s storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income; and
an annual base rate increase at Entergy Texas, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case;
an increase in purchased power capacity costs at Entergy Louisiana and Entergy Gulf States Louisiana that are recovered through base rates set in the annual formula rate plan mechanisms.mechanisms; and
an annual base rate increase at Entergy Arkansas, as approved by the APSC, effective January 2014.

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

The volume/weather variance is primarily due to an increase of 2,8232,814 GWh, or 6%3%, in billed electricity usage includingprimarily due to an increase in sales to industrial customers and the effect of more favorable weather on residential and commercial sales in the sixnine months ended JuneSeptember 30, 2014 as compared to the sixnine months ended JuneSeptember 30, 2013 and an increase in sales to industrial customers.2013. The increase in industrial sales was primarily due to expansions, recovery of a major refining customer from an unplanned outage in 2013, and continued moderate growth in the manufacturing sector.

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

depreciation and accretion expenses and an increase in the regulatory credits to realign the asset retirement obligation regulatory asset with regulatory treatment.


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Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing the sixnine months endedJune September 30, 2014 to the sixnine months endedJune September 30, 2013:2013:
 Amount
 (In Millions)
2013 net revenue
$8761,370
Nuclear realized price changes261277
Nuclear volume6240
Mark-to-market value changes4634
Nuclear fuel expenses(8)
Other(18)
2014 net revenue
$1,2191,703

As shown in the table above, net revenue for Entergy Wholesale Commodities increased by $343$333 million in the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

higher realized wholesale energy prices primarily due to increases in Northeast market power prices and higher capacity prices. Entergy Wholesale Commodities’ hedging strategies routinely include financial instruments that manage operational and liquidity risk. These positions, in addition to a larger-than-normal unhedged position in 2014 due to Vermont Yankee being in its final year of operation, allowed Entergy Wholesale Commodities to benefit from increases in Northeast market power prices;
higher volume in its nuclear fleet resulting from fewer unplanned and refueling outage days in the sixnine months ended JuneSeptember 30, 2014 compared to the sixnine months ended JuneSeptember 30, 2013, partially offset by a larger exercise of resupply options in the sixnine months ended JuneSeptember 30, 2013 compared to the sixnine months ended JuneSeptember 30, 2014 provided for in purchase power agreements where Entergy Wholesale Commodities may elect to supply power from another source when the plant is not running. Amounts related to the exercise of resupply options are included in the GWh billed in the table below; and
mark-to-market activity, which was positive for the sixnine months ended JuneSeptember 30, 2014. See Note 8 to the financial statements herein for discussion of derivative instruments; and
an increase in nuclear fuel expenses primarily due to increased generation as a result of fewer outage days, partially offset by lower DOE spent fuel disposal fees.instruments.


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Following are key performance measures for Entergy Wholesale Commodities for the sixnine months endedJune September 30, 2014 and 2013:2013:
2014 20132014 2013
Owned capacity (MW) (a)6,068 6,6126,068 6,612
GWh billed21,547 21,55932,874 33,189
Average realized revenue per MWh$68.77 $52.80$63.37 $52.95
  
Entergy Wholesale Commodities Nuclear Fleet  
Capacity factor89% 82%89% 86%
GWh billed19,667 19,03529,618 29,309
Average realized revenue per MWh$67.83 $51.95$62.93 $52.37
Refueling Outage Days:  
FitzPatrick37 
Indian Point 224 24 
Indian Point 3 28 28
Palisades56 56 
Pilgrim 45 45
Vermont Yankee 27 27

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

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Other Income Statement Items

Utility

Other operation and maintenance expenses decreased from $1,107$1,677 million for the sixnine months endedJune September 30, 2013 to $1,054$1,640 million for the sixnine months endedJune September 30, 2014 primarily due to:

a decrease of $37$93 million in payroll, compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes.changes, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $23$30 million in fossil-fueled generation expenses primarily resulting from aan overall lower scope of work done during plant outages in 2014 as compared to the same period in 2013;
a decrease of $19$30 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
a decrease of $14$11 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage and Outage” below for further discussion of the incident; andincident.
a decrease of $9 million due to costs incurred in 2013 related to the implementation of and transition to the MISO RTO.

The decrease was partially offset by:

an increase of $18$30 million in nuclear generation expenses primarily due to higher contract labor costs, higher materials costs, and higher NRC fees;
an increase of $28 million due to administration fees in 2014 related to participation in the MISO RTO. The net income effect is partially offset due to deferrals of these fees in certain jurisdictions. See Note 2 to the financial statements in the Form 10-K for further information on deferrals;
an increase of $14$25 million in energy efficiency costs at Entergy Arkansas and Entergy Texas.  These costs are recovered through energy efficiency riders and have a minimal effect on net income; and

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an increase of $13$21 million in storm damage accruals primarily at Entergy Arkansas effective January 2014, as approved by the APSC, and at Entergy Mississippi effective October 2013, as approved by the MPSC.MPSC;
an increase of $10 million resulting from costs incurred in 2014 related to Baxter Wilson (Unit 1) repairs, including an offset for expected insurance proceeds. See “Baxter Wilson Plant Event” in Note 1 to the financial statements herein for further discussion; and
an increase of $5 million as a result of higher write-offs of uncollectible customer accounts.

The asset write-off, impairment, and related charges variance is due to the $60.9 million ($40.5 million after-tax) write-off in September 2014 of Entergy Mississippi’s regulatory assets associated with new nuclear generation development costs. See Note 2 to the financial statements herein and in the Form 10-K for further discussion of new nuclear generation development costs.

Taxes other than income taxes increased primarily due to an increase in local franchise taxes resulting from higher residential and commercial revenues. Also contributing to the increase was an increase in ad valorem taxes.

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

Other income decreasedincreased primarily due to distributions earned on preferred membership interests purchased from Entergy Holdings Company with the proceeds received in August 2014 from the Act 55 storm cost financing and carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the LPSC. The distributions on preferred membership interests are eliminated in consolidation and have no effect on Entergy's net

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income because the investment is in another Entergy subsidiary. See Note 2 to the financial statements in the Form 10-K and “Hurricane Isaac” below for a decrease in earnings on decommissioning trust fund investments.discussion of the Act 55 storm cost financing.

Interest expense increased primarily due to net debt issuances of first mortgage bonds by Entergy Louisiana in the second and third quarters of 2013 and the lease renewal in December 2013 of the Grand Gulf sale leaseback.leaseback and net debt issuances of first mortgage bonds in the first quarter 2014 and the second quarter 2013 by certain Utility operating companies. See Note 4 to the financial statements herein and Note 5 to the financial statements in the Form 10-K for more details of long-term debt.

Entergy Wholesale Commodities

Depreciation and amortization expenses increased primarily due to a change effective in 2014 in the estimated average useful lives of plant in service as a result of a new depreciation study as well as additions to plant in service.

Other operation and maintenance expenses increaseddecreased from $483$748 million for the sixnine months endedJune September 30, 2013to $496$747 million for the sixnine months endedJune September 30, 2014 primarily due to:

$19a decrease of $52 million in compensation and benefits costs primarily due to fewer employees, an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $12 million due to the absence of expenses from Entergy Solutions District Energy, which was sold in November 2013.

The decrease was partially offset by:

an increase of $28 million primarily due to higher contract labor costs and higher NRC fees;
$25 million incurred in the sixnine months ended JuneSeptember 30, 2014 related to the shutdown of Vermont Yankee including severance and retention costs. See “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein for discussion regarding the planned shutdown of the Vermont Yankee plant by the end of 2014; and
$813 million in transmission service credits receivedimbalance sales in the six months ended June 30, 2013.

The increase was partially offset by:

a decrease of $9 million in compensation and benefits costsasset impairment variance is primarily due to fewer employees,$291.5 million ($183.7 million after-tax) in 2013 of impairment and other related charges primarily to write down the carrying value of Vermont Yankee and related assets to their fair values and $106.9 million ($69.4 million after-tax) in 2014 of impairment charges related to Vermont Yankee primarily resulting from the effects of an increaseupdated decommissioning cost study completed in the discount rates usedthird quarter 2014. See Note 1 to determine net periodic pension and other postretirement benefit costs, and other postretirement benefit plan design changes. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates"the financial statements in the Form 10-K and Note 611 to the financial statements herein for further discussion of benefits costs;these impairment charges.

Depreciation and
a decrease of $7 million amortization expenses increased primarily due to a change effective in 2014 in the absenceestimated average useful lives of plant in service as a result of a new depreciation study, an increase to depreciable plant balances, and additions to plant in service.

Other expenses from Entergy Solutions District Energy, which was soldincreased primarily due to an increase in November 2013.decommissioning costs primarily due to revisions to the estimated decommissioning cost liability for Vermont Yankee recorded in the third and fourth quarters of 2013 and an increase in nuclear refueling outage costs that are being amortized over the estimated period to the next outage.

Income Taxes

The effective income tax rate was 36.5%37.8% for the sixnine months ended JuneSeptember 30, 2014. The difference in the effective income tax rate for the sixnine months ended JuneSeptember 30, 2014 versus the statutory rate of 35% was primarily due to state income taxes, the provision for uncertain tax positions, and certain book and tax differences related to utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction and from a deferred state income tax reduction related to a New York tax law change. See Note 10 to the financial statements herein for a discussion of the New York tax law change.

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


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related to utility plant items, 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.

The effective income tax rate was 27% for the nine months ended September 30, 2013. The difference in the effective income tax rate for the nine months ended September 30, 2013 versus the statutory rate of 35% was primarily due to the reversal of a portion of the provision for uncertain tax positions, lower state income taxes resulting from a state deferred tax adjustment and the reversal of a state valuation allowance, and book and tax differences related to the allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items. See Note 10 to the financial statements herein for further discussion of income taxes.

Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plants

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

By letter dated November 3, 2014, the NRC staff advised of its proposed schedule for issuance of a further supplemental Final Environmental Impact Statement (FSEIS) to address new information received by NRC staff since preparation and publication of the previous FSEIS supplement in June 2013. The proposed schedule identifies several milestones leading to the issuance of a new final FSEIS supplement in March 2016. The matters to be addressed in the new supplement include Entergy’s May 2013 submittal of updated cost information for severe accident mitigation alternatives (SAMAs); Entergy’s February 2014 submittal of new aquatic impact information; the June 2013 revision by NRC of its Generic Environmental Impact Statement relied upon in license renewal proceedings; and the NRC’s Continued Storage Of Spent Nuclear Fuel rule, which was published in the Federal Register in September 2014.

In proceedings before the New York State Department of Environmental Conservation (NYSDEC), the ALJs conducted an additional legislative hearing and issues conference in July 2014, triggered by NYSDEC staff’s proposal of permanent outages to protect fish organisms as an alternative form of best technology available. The ALJs stated at the issues conference that as a result of comments received, hearings were held on NYSDEC staff’s alternativeNYSDEC’s proposed best technology available, proposal preliminarily scheduledclosed cycle cooling. The NYSDEC also has proposed annual fish protection outages of 42, 62, or 92 days at both units or at one unit with closed cycle cooling at the other. Hearings on this alternative technology are expected to occur in 2015, to be followed by post-hearing briefing. The ALJs have issued no partial decisions on the several issues that have been litigated during the past two years and have not announced a schedule for January 2015 would be postponeddoing so. After the full hearing on the merits, the ALJs will issue a recommended decision to a future date.the NYSDEC Commissioner who will then issue the final agency decision.  A party to the proceeding can appeal the decision of the NYSDEC Commissioner to state court.

With respect to Entergy’s first Coastal Zone Management Act (CZMA) initiative (previous review), in May 2014 the New York State Department of State (NYSDOS) responded to questions the NRC staff submitted in December 2013. In July 2014, Entergy submitted comments on NYSDOS’s responses and NYSDOS filed a reply to those comments. The NRC staff advised the ASLB in November 2014 that it plans to issue further questions onis considering the information it has received regarding previous review to NYSDOS and Entergy by late September 2014.review. With respect to Entergy’s second CZMA initiative (grandfathering), briefing of Entergy’s appeal tooral argument was held before the intermediate New York State court was completed and the court stated it will schedule oral argumentSupreme Court (Appellate Division) in October 2014. With respect to Entergy’s third CZMA initiative (consistency certification filed with the NRC and NYSDOS for NYSDOS review), Entergy filed with both agencies on November 5, 2014 a notice withdrawing the consistency certification. Entergy cited the NRC staff’s announcement two days earlier of its intent to issue in March 2016 a new FSEIS supplement addressing, among other things, new information concerning aquatic impacts. Entergy stated that unless the previous review or grandfathering issues were first and finally resolved in Entergy’s favor, Entergy intended to file a new consistency certification after the NRC issues the FSEIS supplement. That new consistency certification will initiate NYSDOS’s review process, and will allow the FSEIS supplement to be part of the record before NYSDOS and, should NYSDOS object to the new certification, the Secretary of Commerce on appeal.

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

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

Entergy Arkansas is assessingpursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. Entergy is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants, including ANO. NEIL has notified Entergy that it believes that a $50 million course of construction sublimit applies to any loss associated with the lifting apparatus failure and stator drop at ANO. Entergy has responded that it disagrees with NEIL’s position and is evaluating its options for enforcing its rights under the policy. On July 12, 2013, Entergy Arkansas filed a complaint in the Circuit Court in Pope County, Arkansas against the owner of the heavy-lifting apparatus that collapsed, an engineering firm, a contractor, and certain individuals asserting claims of breach of contract, negligence, and gross negligence in connection with their responsibility for the stator drop. During 2014, Entergy Arkansas collected $33$40 million from NEIL and is pursuing additional recoveries due under the policy.

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

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

In September 2014 the NRC issued an inspection report on the flood barrier effectiveness issue that was still under review at the time of the March 2014 inspection report. While Entergy believes that the flood barrier issue that led to the finding have been addressed at ANO, the NRC will still assess the safety significance of the deficiencies. In its September 2014 inspection report, the NRC discussed a preliminary finding of “yellow with substantial safety

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significance” for the Unit 1 and Unit 2 auxiliary and emergency diesel fuel storage buildings.  The NRC indicated that these preliminary findings may warrant additional regulatory oversight.  Entergy requested a public regulatory conference regarding the inspection, and the conference was held on October 28, 2014. During the regulatory conference, Entergy presented information related to the facts and assumptions used by the NRC in arriving at its preliminary finding of “yellow with substantial safety significance.” The NRC can consider this information as it works to finalize its assessment of the safety significance of the flood barrier issue.

If the NRC’s final assessment of the flood barrier issue remains yellow, ANO would likely be placed into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. Placement into this column would require significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with the flood barrier issue, 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.

Liquidity and Capital Resources

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

Capital Structure

Entergy’s capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio is primarily due to an increase in retained earnings.
June 30,
2014
 
December 31,
2013
September 30,
2014
 
December 31,
2013
Debt to capital56.9% 57.9%56.7% 57.9%
Effect of excluding the securitization bonds(1.5%) (1.6%)(1.5%) (1.6%)
Debt to capital, excluding securitization bonds (a)55.4% 56.3%55.2% 56.3%
Effect of subtracting cash(1.3%) (1.5%)(2.2%) (1.5%)
Net debt to net capital, excluding securitization bonds (a)54.1% 54.8%53.0% 54.8%

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

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable and commercial paper, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, common shareholders’ equity, and subsidiaries’ preferred stock without sinking fund.  Net capital consists of capital less cash and cash equivalents.  Entergy uses the debt to capital ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy’s financial condition because the securitization bonds are non-recourse to Entergy, as more fully described in Note 5 to the financial statements in the Form 10-K.  Entergy also uses the net debt to net capital ratio excluding securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy’s financial condition because net debt indicates Entergy’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

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Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in March 2019. Entergy Corporation has the ability to issue letters of credit against 50% of the total borrowing capacity of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of JuneSeptember 30, 2014:2014:
CapacityCapacity Borrowings 
Letters
of Credit
 
Capacity
Available
Capacity Borrowings 
Letters
of Credit
 
Capacity
Available
(In Millions)

$3,500
 
$195
 
$8
 
$3,297
$3,500
 
$245
 
$8
 
$3,247

A covenant in Entergy Corporation’s credit facility requires Entergy to maintain a consolidated debt ratio of 65% or less of its total capitalization.  The calculation of this debt ratio under Entergy Corporation’s credit facility is different than the calculation of the debt to capital ratio above.  Entergy is currently in compliance with the covenant.  If Entergy fails to meet this ratio, or if Entergy or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility’s maturity date may occur.  See Note 4 to the financial statements herein for additional discussion of the Entergy Corporation credit facility and discussion of the Registrant Subsidiaries’ credit facilities.

See Note 4 to the financial statements herein for additional discussion of the Entergy Corporation commercial paper program.  As of JuneSeptember 30, 2014,, Entergy Corporation had $909$776 million of commercial paper outstanding.

Capital Expenditure Plans and Other Uses of Capital

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

Following areCapital Investment Plan Preliminary Estimate for 2015-2017

Entergy is developing its capital investment plan for 2015 through 2017 and currently anticipates that the Utility will make $7.8 billion in capital investments during that period and that Entergy Wholesale Commodities will make $0.9 billion in capital investments during that period. The preliminary Utility estimate includes amounts of Entergy’s planned constructionassociated with specific investments for resource planning, generation projects, environmental compliance, transmission upgrades, system improvements and other investments. The preliminary Entergy Wholesale Commodities estimate includes amounts associated with specific investments such as dry cask storage, nuclear license renewal, component replacement and identified repairs, NYPA value sharing, and wedgewire screens at Indian Point. Estimated capital investments by operating segment for 2014 through 2016.
Planned construction and capital investments 2014 2015 2016
  (In Millions)
Utility:      
Generation 
$660
 
$490
 
$605
Transmission 540
 645
 605
Distribution 685
 565
 580
Other 160
 180
 150
Total 2,045
 1,880
 1,940
Entergy Wholesale Commodities 420
 380
 230
Total 
$2,465
 
$2,260
 
$2,170

The updated capital plan for 2014-2016 reflects additional spending for 2014 storms, potential new generation resourceexpenditures are subject to periodic review and modification and may vary based on the ongoing effects of business restructuring, regulatory constraints and requirements, transmissionenvironmental regulations, business opportunities, market volatility, economic trends, changes in project plans, and the ability to support economic development and reliability, partially offset by a shift in environmental compliance spending due to a likely later compliance date as well as other capital plan refinements.access capital.

Ninemile Point Unit 6 Self-Build Project

See the Form 10-K for a discussion of Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  The Ninemile 6 capacity and energy will be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New

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Orleans.  Under terms approved by the LPSC, non-fuel costs may be recovered through Entergy Louisiana’s and Entergy Gulf States Louisiana’s formula rate plans beginning in the month after the unit is placed in service.  In July 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an unopposed stipulation with the LPSC that estimates a first year revenue requirement associated with Ninemile 6 and provides a mechanism to update the revenue requirement as the in-service date approaches, which was subsequently approved by the LPSC. In September 2014 an updated revenue requirement of $57.1$51.5 million for Entergy Louisiana and $28.5$27 million for Entergy Gulf States Louisiana.  A hearing onLouisiana was

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filed.  Under terms approved by the stipulation is scheduled to be held before an ALJ in August 2014.City Council, Entergy New Orleans expects to recover theOrleans’s non-fuel costs associated with Ninemile 6 may be recovered through a special rider until new base rates are establishedfor that purpose. The unit is expected to be placed in its next base rate proceeding.service by the end of 2014.

Dividends

Declarations of dividends on Entergy’s common stock are made at the discretion of the Board.  Among other things, the Board evaluates the level of Entergy’s common stock dividends based upon Entergy’s earnings, financial strength, and future investment opportunities.  At its JulyOctober 2014 meeting, the Board declared a dividend of $0.83 per share, which is the same quarterly dividend per share that Entergy has paid since the second quarter 2010.

Sources of Capital

Hurricane Isaac

As discussed in the Form 10-K, totalEntergy Gulf States Louisiana and Entergy Louisiana sought to recover restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac, wereas well as replenishment of storm escrow accounts for prior storms, in the amount of $73.8 million for Entergy Gulf States Louisiana and $247.7 million for Entergy Louisiana. In January 2013, Entergy Gulf States Louisiana and Entergy Louisiana drew $65 million and $187 million, respectively, from their funded storm reserve escrow accounts.  In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs.  Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Gulf States Louisiana committed to pass on to customers a minimum of $6.9 million of customer benefits through annual customer credits of approximately $1.4 million for five years.  Entergy Louisiana committed to pass on to customers a minimum of $23.9 million of customer benefits through annual customer credits of approximately $4.8 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 $71 million in bonds under Act 55 of the Louisiana Legislature.  From the $69 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $3 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $66 million directly to Entergy Gulf States Louisiana.  From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana then immediately used the $66 million received from the LURC to acquire 662,426.80 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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

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quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the

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option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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

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

Cash Flow Activity

As shown in Entergy’s Consolidated Statements of Cash Flows, cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Millions)(In Millions)
Cash and cash equivalents at beginning of period
$739
 
$533

$739
 
$533
   
Cash flow provided by (used in): 
  
 
  
Operating activities1,529
 1,116
2,892
 2,199
Investing activities(1,391) (1,305)(2,168) (2,058)
Financing activities(227) (33)(394) (309)
Net decrease in cash and cash equivalents(89) (222)
Net increase (decrease) in cash and cash equivalents330
 (168)
   
Cash and cash equivalents at end of period
$650
 
$311

$1,069
 
$365

Operating Activities

Net cash provided by operating activities increased by $413$693 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

higher Entergy Wholesale Commodities and Utility net revenues in 2014 as compared to the same period in 2013, as discussed previously;
proceeds of $310 million received from the LURC in August 2014 as a result of the Louisiana Act 55 storm cost financing. See Note 2 to the financial statements herein and in the Form 10-K and “Hurricane Isaac” above for a discussion of the Act 55 storm cost financing;
a decrease in income tax payments of $69$60 million in the sixnine months ended JuneSeptember 30, 2014 compared to the sixnine months ended JuneSeptember 30, 2013; and
approximately $25$27 million in spending in 2013 related to the generator stator incident at ANO, as discussed previously.

The increase was partially offset by an increase of $94$215 million in pension contributions in 2014 and decreased recoveryproceeds of fuel costs.$72 million received in 2013 from the U.S. Department of Energy resulting from litigation regarding the storage of spent

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


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Investing Activities

Net cash flow used in investing activities increased by $86$110 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

the withdrawaldeposit of a total of $252$268 million frominto Entergy Louisiana’s and Entergy Gulf States Louisiana’s storm escrow accounts in 2014;
the withdrawal of a total of $260 million from storm reserve escrow accounts in 2013, as a resultprimarily by Entergy Gulf States Louisiana and Entergy Louisiana, after Hurricane Isaac; and
proceeds of Hurricane Isaac.  $21 million received in 2013 from the U.S. Department of Energy resulting from litigation regarding the storage of spent nuclear fuel.

See Note 2 to the financial statements herein and in the Form 10-K for a discussion of Hurricane Isaac;Isaac.

The increase was partially offset by:

a decrease in construction expenditures, primarily in the Utility business, including a decrease in spending on the Ninemile 6 self-build project and spending in 2013 on the generator stator incident at ANO, partially offset by an increase in storm restoration spending;
a change in collateral deposit activity, reflected in the “Decrease (increase) in other investments” line on the Consolidated Statement of Cash Flows, as Entergy Louisiana bond proceeds with a trusteereceived net deposits of $37 million in June 2014. Entergy Louisiana issued $170 million of 5.0% Series first mortgage bonds in June 2014 and usedreturned net deposits of $49 million in 2013.  Entergy Wholesale Commodities’s forward sales contracts are discussed in the proceeds, in July 2014, to redeem, prior to maturity, its $70 million of 6.4% Series first mortgage bonds due October 2034Market and its $100 million of 6.3% Series first mortgage bonds due September 2035; andCredit Risk Sensitive Instruments” section below;
an increasea decrease in nuclear fuel purchases due to variations from year to year in the timing and pricing of fuel reload requirements, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle.

The increase was partially offset by:

a decrease in construction expenditures, primarily in the Utility business, including a decrease in spending on the Ninemile 6 self-build project, spending in 2013 on the generator stator incident at ANO,cycle; and spending in 2013 on the Waterford 3 steam generator project, partially offset by an increase in storm restoration spending;
a change in collateral deposit activity, reflected in the “Increase in other investments” line on the Consolidated Statement of Cash Flows, as Entergy received net deposits of $28 million in 2014 and returned net deposits of $34 million in 2013.  Entergy Wholesale Commodities’s forward sales contracts are discussed in the “Market and Credit Risk Sensitive Instruments” section below; and
$2429 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

Financing Activities

Net cash flow used in financing activities increased by $194$85 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

long-term debt activity providing approximately $7$132 million of cash in 2014 compared to using $36$180 million of cash in 2013.  Included in the long-term debt activity is $60$10 million in 2014 and $605$645 million in 2013 for the repayment of borrowings on the Entergy Corporation long-term credit facility;
Entergy Corporation repaid $136$269 million of commercial paper in 2014 and issued in part, $283$351 million in 2013 to repay borrowings on its long-term credit facility;2013;
a net increase of $188$153 million in 2014 in short-term borrowings by the nuclear fuel company variable interest entities;
$70 million in short-term borrowings under the Utility operating companies’ credit facilities in 2013; and
an increase of $65$67 million in treasury stock issuances in 2014 primarily due to a larger amount of previously repurchased Entergy Corporation common stock issued in 2014 to satisfy stock option exercises; and
the repurchase of $18 million of common stock in 2014.exercises.

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


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Rate, Cost-recovery, and Other Regulation

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

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State and Local Rate Regulation and Fuel-Cost Recovery

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

Federal Regulation

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

Entergy’s Integration Into the MISO Regional Transmission Organization

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

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

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

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

In February 2013, Entergy Services, on behalf of the Utility operating companies, made a filing with the FERC requesting to adopt the standard Attachment O formula rate template used by transmission owners to establish

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

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

System Agreement

Utility Operating Company Notices of Termination of System Agreement Participation

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

Market and Credit Risk Sensitive Instruments

Commodity Price Risk

Power Generation

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  In addition to selling the energy produced by its plants, Entergy Wholesale Commodities sells unforced capacity, which allows load-serving entities to meet specified reserve and related requirements placed on them by the ISOs in their respective areas.  Entergy Wholesale Commodities’ forward physical power contracts consist of contracts to sell energy only, contracts to sell capacity only, and bundled contracts in which it sells both capacity and energy.  While the terminology and payment mechanics vary in these contracts, each of these types of contracts requires Entergy Wholesale Commodities to deliver MWh of energy, make capacity available, or both.  In addition to its forward physical power contracts, Entergy Wholesale Commodities also uses a combination of financial contracts, including swaps, collars, and options, to manage forward commodity price risk.  Certain hedge volumes have price downside and upside relative to market price movement.  The contracted minimum, expected value, and sensitivities are provided in the table below to show potential variations.  The sensitivities may not reflect the total maximum upside potential from higher market prices.  The information contained in the following table represents

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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 JuneSeptember 30, 2014 (2014 represents the remainder of the year):


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Entergy Wholesale Commodities Nuclear Portfolio
  2014 2015 2016 2017 2018
Energy          
Percent of planned generation under contract (a):          
Unit-contingent (b) 24% 28% 16% 14% 14%
Unit-contingent with availability guarantees (c) 18% 15% 14% 15% 3%
Firm LD (d) 60% 39% 10% —% —%
Offsetting positions (e) (25%) —% —% —% —%
Total 77% 82% 40% 29% 17%
Planned generation (TWh) (f) (g) 20 35 36 35 35
Average revenue per MWh on contracted volumes:          
Minimum $44 $45 $47 $51 $56
Expected based on market prices as of June 30, 2014 $49 $51 $51 $53 $56
Sensitivity: -/+ $10 per MWh market price change $47-$52 $48-$53 $49-$52 $53-$54 $56
           
Capacity          
Percent of capacity sold forward (h):          
Bundled capacity and energy contracts (i) 15% 18% 18% 18% 18%
Capacity contracts (j) 40% 15% 15% 16% 7%
Total 55% 33% 33% 34% 25%
Planned net MW in operation (g) 5,011 4,406 4,406 4,406 4,406
Average revenue under contract per kW per month
(applies to capacity contracts only)
 $6.0 $3.2 $3.4 $5.6 $7.0
           
Total Nuclear Energy and Capacity Revenues          
Expected sold and market total revenue per MWh $57 $56 $54 $54 $56
Sensitivity: -/+ $10 per MWh market price change $55-$63 $52-$60 $47-$60 $47-$62 $47-$64

Entergy Wholesale Commodities Non-Nuclear Portfolio
 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
Energy  
Percent of planned generation under contract (a):  
Cost-based contracts (k) 47% 36% 34% 33% 33%
Unit-contingent (b) 29% 38% 23% 14% 14%
Unit-contingent with availability guarantees (c) 13% 15% 14% 15% 3%
Firm LD (d) 9% 7% 7% 6% 7% 55% 40% 34% —% —%
Offsetting positions (e) (22%) (9%) —% —% —%
Total 56% 43% 41% 39% 40% 75% 84% 71% 29% 17%
Planned generation (TWh) (f) (l) 4 6 6 6 6
Planned generation (TWh) (f) (g) 10 35 36 35 35
Average revenue per MWh on contracted volumes: 
Minimum $43 $47 $47 $51 $56
Expected based on market prices as of September 30, 2014 $50 $51 $52 $53 $56
Sensitivity: -/+ $10 per MWh market price change $48-$53 $49-$53 $48-$55 $53-$54 $56
  
Capacity  
Percent of capacity sold forward (h):  
Cost-based contracts (k) 30% 24% 24% 26% 26%
Bundled capacity and energy contracts (i) 9% 8% 8% 8% 8% 15% 18% 18% 18% 18%
Capacity contracts (j) 44% 53% 53% 56% 24% 42% 15% 15% 16% 7%
Total 83% 85% 85% 90% 58% 57% 33% 33% 34% 25%
Planned net MW in operation (l) 1,052 1,052 1,052 977 977
Planned net MW in operation (g) 5,011 4,406 4,406 4,406 4,406
Average revenue under contract per kW per month
(applies to capacity contracts only)
 $5.5 $3.2 $3.4 $5.6 $7.0
 
Total Nuclear Energy and Capacity Revenues 
Expected sold and market total revenue per MWh $57 $57 $54 $54 $56
Sensitivity: -/+ $10 per MWh market price change $52-$63 $52-$62 $47-$60 $47-$61 $48-$64


1820

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

Entergy Wholesale Commodities Non-Nuclear Portfolio
  2014 2015 2016 2017 2018
Energy          
Percent of planned generation under contract (a):          
Cost-based contracts (k) 35% 38% 36% 34% 35%
Firm LD (d) 6% 7% 7% 7% 7%
Total 41% 45% 43% 41% 42%
Planned generation (TWh) (f) (l) 1 5 6 6 6
           
Capacity          
Percent of capacity sold forward (h):          
Cost-based contracts (k) 24% 24% 24% 26% 26%
Bundled capacity and energy contracts (i) 8% 8% 8% 8% 8%
Capacity contracts (j) 54% 53% 53% 57% 24%
Total 86% 85% 85% 91% 58%
Planned net MW in operation (l) 1,052 1,052 1,052 977 977

(a)Percent of planned generation output sold or purchased forward under contracts, forward physical contracts, forward financial contracts, or options that mitigate price uncertainty that may require regulatory approval or approval of transmission rights. Positions that are no longer classified as hedges are netted in the planned generation under contract.
(b)Transaction under which power is supplied from a specific generation asset; if the asset is not operating, seller is generally not liable to buyer for any damages.
(c)A sale of power on a unit-contingent basis coupled with a guarantee of availability provides for the payment to the power purchaser of contract damages, if incurred, in the event the seller fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  All of Entergy’s outstanding guarantees of availability provide for dollar limits on Entergy’s maximum liability under such guarantees.
(d)Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset) or settles financially on notional quantities; if a party fails to deliver or receive energy, defaulting party must compensate the other party as specified in the contract, a portion of which may be capped through the use of risk management products.
(e)Transactions for the purchase of energy, generally to offset a Firm LD transaction.
(f)Amount of output expected to be generated by Entergy Wholesale Commodities resources considering plant operating characteristics, outage schedules, and expected market conditions that affect dispatch.
(g)
Assumes NRC license renewals for plants whose current licenses expire within five years.  Assumes shutdown of Vermont Yankee in the fourth quarter 2014 and uninterrupted normal operation at remaining plants.  NRC license renewal applications are in process for two units, as follows (with current license expirations in parentheses): Indian Point 2 (September 2013 and now operating under its period of extended operations) and Indian Point 3 (December 2015).  For a discussion regarding the shutdown of the Vermont Yankee plant, see “Impairment of Long-Lived Assets” in Note 11 to the financial statements herein.  For a discussion regarding the license renewals for Indian Point 2 and Indian Point 3, see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Power Plants” above and in the Form10-K.
(h)Percent of planned qualified capacity sold to mitigate price uncertainty under physical or financial transactions.
(i)A contract for the sale of installed capacity and related energy, priced per megawatt-hour sold.
(j)A contract for the sale of an installed capacity product in a regional market.
(k)Contracts priced in accordance with cost-based rates, a ratemaking concept used for the design and development of rate schedules to ensure that the filed rate schedules recover only the cost of providing the service; these contracts are on owned non-utility resources located within Entergy’s Utility service area and were executed prior to receiving market-based rate authority under MISO.  The percentage sold assumes completion of the necessary transmission upgrades required for the approved transmission rights.

21

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

prior to receiving market-based rate authority under MISO.  The percentage sold assumes completion of the necessary transmission upgrades required for the approved transmission rights.
(l)Non-nuclear planned generation and net MW in operation include purchases from affiliated and non-affiliated counterparties under long-term contracts and exclude energy and capacity from Entergy Wholesale Commodities’ wind investment. The decrease in planned net MW in operation beginning in 2017 is due to the expiration of a non-affiliated 75 MW contact.

Entergy estimates that a positive $10 per MWh change in the annual average energy price in the markets in which the Entergy Wholesale Commodities nuclear business sells power, based on JuneSeptember 30, 2014 market conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax net income of $126$61 million for the remainder of 2014. A negative $10 per MWh change in the annual average energy price in the markets based on JuneSeptember 30, 2014 market conditions, planned generation volumes, and hedged positions, would have a corresponding effect on pre-tax net income of ($55) million for the remainder of 2014.

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’s power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements.  The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Entergy Wholesale Commodities sells power.  The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At JuneSeptember 30, 2014, based on power prices at that time, Entergy had liquidity exposure of $242$239 million under

19

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

the guarantees in place supporting Entergy Wholesale Commodities transactions and $28$15 million of posted cash collateral.  As of JuneSeptember 30, 2014, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $195$211 million for a $1 per MMBtu increase in gas prices in both the short-and long-term markets.  In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of JuneSeptember 30, 2014, Entergy would have been required to provide approximately $141$136 million of additional cash or letters of credit under some of the agreements.

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

Nuclear Matters

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Nuclear Matters" in the Form 10-K for a discussion of nuclear matters. The following is an update to that discussion.

In June 2012 the U.S. Court of Appeals for the D.C. Circuit vacated the NRC’s 2010 update to its Waste Confidence Decision, which had found generically that a permanent geologic repository to store spent nuclear fuel would be available when necessary and that spent nuclear fuel could be stored at nuclear reactor sites in the interim without significant environmental effects, and remanded the case for further proceedings. The court concluded that the NRC had not satisfied the requirements of the National Environmental Policy Act (NEPA) when it considered environmental effects in reaching these conclusions. The Waste Confidence Decision has been relied upon by NRC license renewal applicants to address some of the issues that NEPA requires the NRC to address before it issues a renewed license. Certain nuclear opponents filed requests with the NRC asking it to address the issues raised by the court’s decision in the license renewal proceedings for a number of nuclear plants including Grand Gulf and Indian Point 2 and 3. In August 2012 the NRC issued an order stating that it will not issue final licenses dependent upon the Waste Confidence Decision until the D.C. Circuit’s remand is addressed, but also stating that licensing reviews and proceedings should continue to move forward. In September 2014 the NRC published a final new Waste Confidence rule, named Continued Storage of Spent Nuclear Fuel, that for licensing purposes adopts non-site specific findings concerning the environmental impacts of the continued storage of spent nuclear fuel at reactor sites - for 60 years, 100 years and indefinitely - after the reactor’s licensed period of operations. The NRC also issued an order lifting its

22

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

suspension of licensing proceedings after the final rule’s effective date in October 2014. After the final rule became effective, New York, Connecticut, and Vermont filed a challenge to the rule in the U.S. Court of Appeals. The final rule remains in effect while that challenge is pending unless the court orders otherwise.

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

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

See “Impairment of Long-Lived Assets” in Note 1 to the financial statements in the Form 10-K and Note 11 to the financial statements herein for a discussion of the planned shutdown of Vermont Yankee and the December 2013 settlement agreement involving Entergy and Vermont parties.  In the settlement agreement, Entergy Vermont Yankee agreed to complete and shall provide to the Vermont parties by December 31, 2014, a site assessment study of the costs and tasks of radiological decommissioning, spent nuclear fuel management, and site restoration of Vermont Yankee.  Entergy Vermont Yankee also agreed that it shall file its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC no sooner than sixty days after completing the site assessment study.  It is possible thatAs part of the development of the site assessment study and PSDAR, will lead toEntergy obtained a revisionrevised decommissioning cost study in the third quarter 2014.  The revised estimate, along with reassessment of Vermont Yankee’sthe assumptions regarding the timing of decommissioning cash flows, resulted in a $101.6 million increase in the decommissioning cost liability estimate.and a corresponding impairment charge. 

New Accounting Pronouncements

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

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

20

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

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

23

Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis

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















21


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Six Months Ended
 2014 2013 2014 2013
 (In Thousands, Except Share Data)
OPERATING REVENUES       
Electric
$2,373,842
 
$2,177,210
 
$4,600,306
 $4,126,490
Natural gas35,469
 33,881
 113,689
 87,202
Competitive businesses587,339
 527,117
 1,491,498
 1,133,390
TOTAL2,996,650
 2,738,208
 6,205,493
 5,347,082
        
OPERATING EXPENSES       
Operating and Maintenance:       
Fuel, fuel-related expenses, and gas purchased for resale604,081
 489,608
 1,147,910
 999,940
Purchased power517,898
 485,744
 1,092,525
 858,873
Nuclear refueling outage expenses66,497
 66,464
 126,041
 127,183
Other operation and maintenance816,609
 844,195
 1,554,590
 1,598,453
Decommissioning67,250
 59,389
 133,049
 118,494
Taxes other than income taxes152,736
 144,888
 307,204
 295,983
Depreciation and amortization331,742
 297,516
 660,465
 598,392
Other regulatory charges (credits)(14,640) 3,892
 (10,645) 9,207
TOTAL2,542,173
 2,391,696
 5,011,139
 4,606,525
        
OPERATING INCOME454,477
 346,512
 1,194,354
 740,557
        
OTHER INCOME       
Allowance for equity funds used during construction14,788
 16,249
 29,917
 29,000
Interest and investment income24,245
 40,541
 59,493
 78,847
Miscellaneous - net(14,675) (13,157) (26,379) (26,779)
TOTAL24,358
 43,633
 63,031
 81,068
        
INTEREST EXPENSE       
Interest expense164,327
 155,768
 326,877
 308,918
Allowance for borrowed funds used during construction(8,516) (6,791) (15,535) (11,979)
TOTAL155,811
 148,977
 311,342
 296,939
        
INCOME BEFORE INCOME TAXES323,024
 241,168
 946,043
 524,686
        
Income taxes128,743
 73,113
 345,709
 189,648
        
CONSOLIDATED NET INCOME194,281
 168,055
 600,334
 335,038
        
Preferred dividend requirements of subsidiaries4,898
 4,332
 9,777
 9,915
        
NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION
$189,383
 
$163,723
 
$590,557
 
$325,123
        
Earnings per average common share:       
Basic
$1.06
 
$0.92
 
$3.30
 
$1.83
Diluted
$1.05
 
$0.92
 
$3.29
 
$1.82
Dividends declared per common share
$0.83
 
$0.83
 
$1.66
 
$1.66
        
Basic average number of common shares outstanding179,354,103
 178,196,525
 179,077,503
 178,112,709
Diluted average number of common shares outstanding180,045,432
 178,614,383
 179,547,020
 178,534,201
        
See Notes to Financial Statements.       

22


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Six Months Ended
 2014 2013 2014 2013
 (In Thousands)
        
Net Income
$194,281
 
$168,055
 
$600,334
 
$335,038

       
Other comprehensive income (loss)       
Cash flow hedges net unrealized gain (loss)       
(net of tax expense (benefit) of ($3,772), $14,531, $3,453, and ($26,604))(6,744) 27,590
 7,010
 (48,385)
Pension and other postretirement liabilities       
(net of tax expense of $1,822, $5,885, $19,583, and $11,754)3,459
 9,779
 (9,237) 19,574
Net unrealized investment gains (losses)       
(net of tax expense (benefit) of $29,580, ($9,325), $35,328, and $44,986)39,235
 (8,033) 62,224
 48,344
Foreign currency translation       
(net of tax expense (benefit) of $172, $11, $213, and ($405))320
 19
 395
 (753)
Other comprehensive income36,270
 29,355
 60,392
 18,780

       
Comprehensive Income230,551
 197,410
 660,726
 353,818
Preferred dividend requirements of subsidiaries4,898
 4,332
 9,777
 9,915
Comprehensive Income Attributable to Entergy Corporation
$225,653
 
$193,078
 
$650,949
 
$343,903
        
See Notes to Financial Statements.       



23


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
(Unaudited)
  2014 2013
  (In Thousands)
OPERATING ACTIVITIES    
Consolidated net income 
$600,334
 
$335,038
Adjustments to reconcile consolidated net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 1,041,970
 948,950
Deferred income taxes, investment tax credits, and non-current taxes accrued 357,571
 162,189
Changes in working capital:    
Receivables (47,120) (218,279)
Fuel inventory 32,125
 6,190
Accounts payable 46,697
 151,993
Prepaid taxes and taxes accrued (39,317) (58,176)
Interest accrued 1,508
 (3,172)
Deferred fuel costs (237,726) (101,421)
Other working capital accounts (115,605) (133,575)
Changes in provisions for estimated losses 4,314
 (250,343)
Changes in other regulatory assets 26,070
 216,659
Changes in other regulatory liabilities 89,860
 98,807
Changes in pensions and other postretirement liabilities (128,922) 24,955
Other (103,196) (63,910)
Net cash flow provided by operating activities 1,528,563
 1,115,905
     
INVESTING ACTIVITIES    
Construction/capital expenditures (959,618) (1,244,859)
Allowance for equity funds used during construction 31,577
 30,977
Nuclear fuel purchases (236,296) (209,509)
Proceeds from sale of assets 10,100
 
Insurance proceeds received for property damages 28,226
 
Changes in securitization account 6,987
 9,118
NYPA value sharing payment (72,000) (71,736)
Payments to storm reserve escrow account (3,624) (3,855)
Receipts from storm reserve escrow account 
 260,230
Increase in other investments (140,772) (28,895)
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 
 10,763
Proceeds from nuclear decommissioning trust fund sales 981,530
 779,706
Investment in nuclear decommissioning trust funds (1,036,770) (837,114)
Net cash flow used in investing activities (1,390,660) (1,305,174)
     
See Notes to Financial Statements.    

24


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

    
Effect of exchange rates on cash and cash equivalents 
 751

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

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

    
Cash and cash equivalents at end of period 
$650,068
 
$311,372
     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Cash paid during the period for:    
Interest - net of amount capitalized 
$312,747
 
$302,179
Income taxes 
$19,505
 
$88,665
     
See Notes to Financial Statements.    

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Nine Months Ended
 2014 2013 2014 2013
 (In Thousands, Except Share Data)
OPERATING REVENUES       
Electric
$2,824,055
 
$2,704,800
 
$7,424,360
 $6,831,290
Natural gas28,039
 26,113
 141,727
 113,315
Competitive businesses606,016
 621,046
 2,097,516
 1,754,436
TOTAL3,458,110
 3,351,959
 9,663,603
 8,699,041
        
OPERATING EXPENSES       
Operation and Maintenance:       
Fuel, fuel-related expenses, and gas purchased for resale858,901
 818,254
 2,006,811
 1,818,194
Purchased power465,106
 392,545
 1,557,631
 1,251,418
Nuclear refueling outage expenses71,651
 64,758
 197,692
 191,940
Other operation and maintenance841,939
 839,348
 2,392,590
 2,437,801
Asset write-off, impairments, and related charges163,835
 291,505
 167,772
 291,505
Decommissioning68,370
 60,848
 201,418
 179,342
Taxes other than income taxes159,735
 156,950
 466,939
 452,934
Depreciation and amortization332,079
 325,149
 992,544
 923,541
Other regulatory charges (credits)3,635
 13,708
 (7,010) 22,914
TOTAL2,965,251
 2,963,065
 7,976,387
 7,569,589
        
OPERATING INCOME492,859
 388,894
 1,687,216
 1,129,452
        
OTHER INCOME       
Allowance for equity funds used during construction16,737
 17,676
 46,654
 46,675
Interest and investment income49,547
 23,430
 109,040
 102,277
Miscellaneous - net(6,644) (10,214) (33,026) (36,992)
TOTAL59,640
 30,892
 122,668
 111,960
        
INTEREST EXPENSE       
Interest expense164,482
 157,504
 491,359
 466,422
Allowance for borrowed funds used during construction(8,664) (6,453) (24,199) (18,432)
TOTAL155,818
 151,051
 467,160
 447,990
        
INCOME BEFORE INCOME TAXES396,681
 268,735
 1,342,724
 793,422
        
Income taxes161,765
 24,553
 507,474
 214,202
        
CONSOLIDATED NET INCOME234,916
 244,182
 835,250
 579,220
        
Preferred dividend requirements of subsidiaries4,879
 4,332
 14,656
 14,247
        
NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION
$230,037
 
$239,850
 
$820,594
 
$564,973
        
Earnings per average common share:       
Basic
$1.28
 
$1.35
 
$4.58
 
$3.17
Diluted
$1.27
 
$1.34
 
$4.56
 
$3.16
Dividends declared per common share
$0.83
 
$0.83
 
$2.49
 
$2.49
        
Basic average number of common shares outstanding179,610,067
 178,283,721
 179,256,975
 178,170,339
Diluted average number of common shares outstanding180,527,116
 178,652,210
 179,867,018
 178,520,063
        
See Notes to Financial Statements.       

25



ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2014 and December 31, 2013
(Unaudited)
  2014 2013
  (In Thousands)
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$148,639
 
$129,979
Temporary cash investments 501,429
 609,147
Total cash and cash equivalents 650,068
 739,126
Accounts receivable:    
Customer 703,524
 670,641
Allowance for doubtful accounts (33,719) (34,311)
Other 191,147
 195,028
Accrued unbilled revenues 371,997
 340,828
Total accounts receivable 1,232,949
 1,172,186
Deferred fuel costs 311,018
 116,379
Accumulated deferred income taxes 33,241
 175,073
Fuel inventory - at average cost 176,833
 208,958
Materials and supplies - at average cost 932,982
 915,006
Deferred nuclear refueling outage costs 307,287
 192,474
Prepayments and other 600,755
 410,489
TOTAL 4,245,133
 3,929,691
     
OTHER PROPERTY AND INVESTMENTS    
Investment in affiliates - at equity 38,333
 40,350
Decommissioning trust funds 5,164,746
 4,903,144
Non-utility property - at cost (less accumulated depreciation) 198,727
 199,375
Other 138,063
 210,616
TOTAL 5,539,869
 5,353,485
     
PROPERTY, PLANT AND EQUIPMENT    
Electric 43,569,861
 42,935,712
Property under capital lease 940,688
 941,299
Natural gas 370,658
 366,365
Construction work in progress 1,668,324
 1,514,857
Nuclear fuel 1,532,498
 1,566,904
TOTAL PROPERTY, PLANT AND EQUIPMENT 48,082,029
 47,325,137
Less - accumulated depreciation and amortization 19,972,785
 19,443,493
PROPERTY, PLANT AND EQUIPMENT - NET 28,109,244
 27,881,644
     
DEFERRED DEBITS AND OTHER ASSETS    
Regulatory assets:    
Regulatory asset for income taxes - net 846,935
 849,718
Other regulatory assets (includes securitization property of $775,911 as of June 30, 2014 and $822,218 as of December 31, 2013) 3,870,076
 3,893,363
Deferred fuel costs 172,202
 172,202
Goodwill 377,172
 377,172
Accumulated deferred income taxes 42,532
 62,011
Other 947,584
 887,160
TOTAL 6,256,501
 6,241,626
     
TOTAL ASSETS 
$44,150,747
 
$43,406,446
     
See Notes to Financial Statements.    























(page left blank intentionally)


26


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
(Unaudited)
  2014 2013
  (In Thousands)
CURRENT LIABILITIES    
Currently maturing long-term debt 
$682,666
 
$457,095
Notes payable and commercial paper 1,039,349
 1,046,887
Accounts payable 1,159,726
 1,173,313
Customer deposits 401,055
 370,997
Taxes accrued 151,776
 191,093
Accumulated deferred income taxes 36,098
 28,307
Interest accrued 182,505
 180,997
Deferred fuel costs 14,545
 57,631
Obligations under capital leases 2,413
 2,323
Pension and other postretirement liabilities 51,844
 67,419
Other 406,092
 484,510
TOTAL 4,128,069
 4,060,572
     
NON-CURRENT LIABILITIES    
Accumulated deferred income taxes and taxes accrued 8,986,343
 8,724,635
Accumulated deferred investment tax credits 258,419
 263,765
Obligations under capital leases 30,988
 32,218
Other regulatory liabilities 1,385,816
 1,295,955
Decommissioning and asset retirement cost liabilities 4,108,256
 3,933,416
Accumulated provisions 120,015
 115,139
Pension and other postretirement liabilities 2,207,357
 2,320,704
Long-term debt (includes securitization bonds of $831,928 as of June 30, 2014 and $883,013 as of December 31, 2013) 11,936,105
 12,139,149
Other 622,151
 583,667
TOTAL 29,655,450
 29,408,648
     
Commitments and Contingencies    
     
Subsidiaries' preferred stock without sinking fund 210,760
 210,760
     
EQUITY    
Common Shareholders' Equity:    
Common stock, $.01 par value, authorized 500,000,000 shares; issued 254,752,788 shares in 2014 and in 2013 2,548
 2,548
Paid-in capital 5,358,395
 5,368,131
Retained earnings 10,118,382
 9,825,053
Accumulated other comprehensive income (loss) 31,068
 (29,324)
Less - treasury stock, at cost (75,198,614 shares in 2014 and 76,381,936 shares in 2013) 5,447,925
 5,533,942
Total common shareholders' equity 10,062,468
 9,632,466
Subsidiaries' preferred stock without sinking fund 94,000
 94,000
TOTAL 10,156,468
 9,726,466
     
TOTAL LIABILITIES AND EQUITY 
$44,150,747
 
$43,406,446
     
See Notes to Financial Statements.    
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Nine Months Ended
 2014 2013 2014 2013
 (In Thousands)
        
Net Income
$234,916
 
$244,182
 
$835,250
 
$579,220

       
Other comprehensive income (loss)       
Cash flow hedges net unrealized gain (loss)       
(net of tax expense (benefit) of ($1,540), ($17,199), $1,913, and ($43,803))(2,488) (31,663) 4,522
 (80,048)
Pension and other postretirement liabilities       
(net of tax expense of $1,345, $10,301, $20,928, and $22,055)2,956
 15,430
 (6,281) 35,004
Net unrealized investment gains (losses)       
(net of tax expense (benefit) of ($3,501), $20,819, $31,827, and $65,805)(10,490) 46,300
 51,734
 94,644
Foreign currency translation       
(net of tax expense (benefit) of ($356), $380, ($144), and ($25))(662) 706
 (267) (47)
Other comprehensive income (loss)(10,684) 30,773
 49,708
 49,553

       
Comprehensive Income224,232
 274,955
 884,958
 628,773
Preferred dividend requirements of subsidiaries4,879
 4,332
 14,656
 14,247
Comprehensive Income Attributable to Entergy Corporation
$219,353
 
$270,623
 
$870,302
 
$614,526
        
See Notes to Financial Statements.       



27


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



Common Shareholders’ Equity

 Subsidiaries’ Preferred Stock 
Common
Stock
 
Treasury
Stock
 
Paid-in
Capital
 Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
 (In Thousands)
              
Balance at December 31, 2012
$94,000
 
$2,548
 
($5,574,819) 
$5,357,852
 
$9,704,591
 
($293,083) 
$9,291,089
              
Consolidated net income (a)9,915
 
 
 
 325,123
 
 335,038
Other comprehensive income
 
 
 
 
 18,780
 18,780
Common stock issuances related to stock plans
 
 31,348
 (2,099) 
 
 29,249
Common stock dividends declared
 
 
 
 (295,724) 
 (295,724)
Preferred dividend requirements of subsidiaries (a)(9,915) 
 
 
 
 
 (9,915)
              
Balance at June 30, 2013
$94,000
 
$2,548
 
($5,543,471) 
$5,355,753
 
$9,733,990
 
($274,303) 
$9,368,517
              
              
Balance at December 31, 2013
$94,000
 
$2,548
 
($5,533,942) 
$5,368,131
 
$9,825,053
 
($29,324) 
$9,726,466
              
Consolidated net income (a)9,777
 
 
 
 590,557
 
 600,334
Other comprehensive income
 
 
 
 
 60,392
 60,392
Common stock repurchases
 
 (18,259) 
 
 
 (18,259)
Common stock issuances related to stock plans
 
 104,276
 (9,736) 
 
 94,540
Common stock dividends declared
 
 
 
 (297,228) 
 (297,228)
Preferred dividend requirements of subsidiaries (a)(9,777) 
 
 
 
 
 (9,777)
              
Balance at June 30, 2014
$94,000
 
$2,548
 
($5,447,925) 
$5,358,395
 
$10,118,382
 
$31,068
 
$10,156,468
              
See Notes to Financial Statements.            
 
(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2014 and 2013 include $6.4 million and $6.6 million, respectively, of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented within equity.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
  2014 2013
  (In Thousands)
OPERATING ACTIVITIES    
Consolidated net income 
$835,250
 
$579,220
Adjustments to reconcile consolidated net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 1,585,547
 1,472,985
Deferred income taxes, investment tax credits, and non-current taxes accrued 480,382
 174,052
Asset impairments and related charges 106,915
 291,505
Changes in working capital:    
Receivables (119,108) (273,876)
Fuel inventory 29,863
 16,421
Accounts payable (40,167) (80,626)
Prepaid taxes and taxes accrued 19,745
 (6,150)
Interest accrued (3,931) (25,586)
Deferred fuel costs (124,475) (43,419)
Other working capital accounts (4,095) (81,315)
Changes in provisions for estimated losses 287,513
 (247,560)
Changes in other regulatory assets 147,055
 173,164
Changes in other regulatory liabilities 41,594
 290,965
Changes in pensions and other postretirement liabilities (291,454) (48,814)
Other (59,145) 8,493
Net cash flow provided by operating activities 2,891,489
 2,199,459
     
INVESTING ACTIVITIES    
Construction/capital expenditures (1,506,611) (1,781,208)
Allowance for equity funds used during construction 49,137
 49,411
Nuclear fuel purchases (353,472) (398,456)
Proceeds from sale of assets 10,100
 
Insurance proceeds received for property damages 33,350
 
Changes in securitization account (4,908) (3,702)
NYPA value sharing payment (72,000) (71,736)
Payments to storm reserve escrow account (274,170) (5,882)
Receipts from storm reserve escrow account 
 260,279
Decrease (increase) in other investments 37,090
 (43,656)
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 
 21,034
Proceeds from nuclear decommissioning trust fund sales 1,446,817
 1,063,711
Investment in nuclear decommissioning trust funds (1,533,774) (1,147,571)
Net cash flow used in investing activities (2,168,441) (2,057,776)
     
See Notes to Financial Statements.    

28


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

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

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

        
Entergy Wholesale Commodities:        
Operating Revenues 
$578
 
$534
 
$44
 8
Billed Electric Energy Sales (GWh) 11,533
 11,172
 361
 3
         
         
  Six Months Ended Increase/  
Description 2014 2013 (Decrease) %

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

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

        
Entergy Wholesale Commodities:        
Operating Revenues 
$1,490
 
$1,147
 
$343
 30
Billed Electric Energy Sales (GWh) 21,547
 21,559
 (12) 
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
  2014 2013
  (In Thousands)
FINANCING ACTIVITIES    
Proceeds from the issuance of:    
Long-term debt 1,667,616
 2,925,997
Treasury stock 88,068
 20,720
Retirement of long-term debt (1,535,695) (3,106,226)
Repurchase of common stock (18,259) 
Changes in credit borrowings and commercial paper - net (155,437) 310,042
Other 20,982
 
Dividends paid:    
Common stock (446,308) (445,031)
Preferred stock (14,632) (14,469)
Net cash flow used in financing activities (393,665) (308,967)

    
Effect of exchange rates on cash and cash equivalents 
 47

    
Net increase (decrease) in cash and cash equivalents 329,383
 (167,237)

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

    
Cash and cash equivalents at end of period 
$1,068,509
 
$365,332
     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Cash paid during the period for:    
Interest - net of amount capitalized 
$476,100
 
$476,063
Income taxes 
$47,860
 
$107,560
     
See Notes to Financial Statements.    


29


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2014 and December 31, 2013
(Unaudited)
  2014 2013
  (In Thousands)
CURRENT ASSETS    
Cash and cash equivalents:    
Cash 
$90,910
 
$129,979
Temporary cash investments 977,599
 609,147
Total cash and cash equivalents 1,068,509
 739,126
Accounts receivable:    
Customer 765,306
 670,641
Allowance for doubtful accounts (34,687) (34,311)
Other 219,300
 195,028
Accrued unbilled revenues 363,464
 340,828
Total accounts receivable 1,313,383
 1,172,186
Deferred fuel costs 205,553
 116,379
Accumulated deferred income taxes 14,159
 175,073
Fuel inventory - at average cost 179,095
 208,958
Materials and supplies - at average cost 929,934
 915,006
Deferred nuclear refueling outage costs 272,110
 192,474
Prepayments and other 281,796
 410,489
TOTAL 4,264,539
 3,929,691
     
OTHER PROPERTY AND INVESTMENTS    
Investment in affiliates - at equity 39,756
 40,350
Decommissioning trust funds 5,179,952
 4,903,144
Non-utility property - at cost (less accumulated depreciation) 201,943
 199,375
Other 408,539
 210,616
TOTAL 5,830,190
 5,353,485
     
PROPERTY, PLANT, AND EQUIPMENT    
Electric 43,781,183
 42,935,712
Property under capital lease 940,372
 941,299
Natural gas 374,094
 366,365
Construction work in progress 1,913,757
 1,514,857
Nuclear fuel 1,550,732
 1,566,904
TOTAL PROPERTY, PLANT, AND EQUIPMENT 48,560,138
 47,325,137
Less - accumulated depreciation and amortization 20,271,000
 19,443,493
PROPERTY, PLANT, AND EQUIPMENT - NET 28,289,138
 27,881,644
     
DEFERRED DEBITS AND OTHER ASSETS    
Regulatory assets:    
Regulatory asset for income taxes - net 838,899
 849,718
Other regulatory assets (includes securitization property of $746,022 as of September 30, 2014 and $822,218 as of December 31, 2013) 3,757,127
 3,893,363
Deferred fuel costs 238,102
 172,202
Goodwill 377,172
 377,172
Accumulated deferred income taxes 43,276
 62,011
Other 903,206
 887,160
TOTAL 6,157,782
 6,241,626
     
TOTAL ASSETS 
$44,541,649
 
$43,406,446
     
See Notes to Financial Statements.    

30


ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
September 30, 2014 and December 31, 2013
(Unaudited)
  2014 2013
  (In Thousands)
CURRENT LIABILITIES    
Currently maturing long-term debt 
$1,114,046
 
$457,095
Notes payable and commercial paper 891,445
 1,046,887
Accounts payable 1,104,105
 1,173,313
Customer deposits 406,114
 370,997
Taxes accrued 210,838
 191,093
Accumulated deferred income taxes 55,126
 28,307
Interest accrued 177,066
 180,997
Deferred fuel costs 88,230
 57,631
Obligations under capital leases 2,460
 2,323
Pension and other postretirement liabilities 52,497
 67,419
Other 351,640
 484,510
TOTAL 4,453,567
 4,060,572
     
NON-CURRENT LIABILITIES    
Accumulated deferred income taxes and taxes accrued 9,063,086
 8,724,635
Accumulated deferred investment tax credits 257,036
 263,765
Obligations under capital leases 30,354
 32,218
Other regulatory liabilities 1,337,549
 1,295,955
Decommissioning and asset retirement cost liabilities 4,272,151
 3,933,416
Accumulated provisions 403,492
 115,139
Pension and other postretirement liabilities 2,044,173
 2,320,704
Long-term debt (includes securitization bonds of $814,224 as of September 30, 2014 and $883,013 as of December 31, 2013) 11,634,662
 12,139,149
Other 591,784
 583,667
TOTAL 29,634,287
 29,408,648
     
Commitments and Contingencies    
     
Subsidiaries' preferred stock without sinking fund 210,760
 210,760
     
EQUITY    
Common Shareholders' Equity:    
Common stock, $.01 par value, authorized 500,000,000 shares; issued 254,752,788 shares in 2014 and in 2013 2,548
 2,548
Paid-in capital 5,367,768
 5,368,131
Retained earnings 10,199,338
 9,825,053
Accumulated other comprehensive income (loss) 20,384
 (29,324)
Less - treasury stock, at cost (75,103,116 shares in 2014 and 76,381,936 shares in 2013) 5,441,003
 5,533,942
Total common shareholders' equity 10,149,035
 9,632,466
Subsidiaries' preferred stock without sinking fund 94,000
 94,000
TOTAL 10,243,035
 9,726,466
     
TOTAL LIABILITIES AND EQUITY 
$44,541,649
 
$43,406,446
     
See Notes to Financial Statements.    


31


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



Common Shareholders’ Equity

 Subsidiaries’ Preferred Stock 
Common
Stock
 
Treasury
Stock
 
Paid-in
Capital
 Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
 (In Thousands)
              
Balance at December 31, 2012
$94,000
 
$2,548
 
($5,574,819) 
$5,357,852
 
$9,704,591
 
($293,083) 
$9,291,089
              
Consolidated net income (a)14,247
 
 
 
 564,973
 
 579,220
Other comprehensive income
 
 
 
 
 49,553
 49,553
Common stock issuances related to stock plans
 
 36,175
 4,572
 
 
 40,747
Common stock dividends declared
 
 
 
 (443,911) 
 (443,911)
Preferred dividend requirements of subsidiaries (a)(14,247) 
 
 
 
 
 (14,247)
              
Balance at September 30, 2013
$94,000
 
$2,548
 
($5,538,644) 
$5,362,424
 
$9,825,653
 
($243,530) 
$9,502,451
              
              
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)14,656
 
 
 
 820,594
 
 835,250
Other comprehensive income
 
 
 
 
 49,708
 49,708
Common stock repurchases
 
 (18,259) 
 
 
 (18,259)
Common stock issuances related to stock plans
 
 111,198
 (363) 
 
 110,835
Common stock dividends declared
 
 
 
 (446,309) 
 (446,309)
Preferred dividend requirements of subsidiaries (a)(14,656) 
 
 
 
 
 (14,656)
              
Balance at September 30, 2014
$94,000
 
$2,548
 
($5,441,003) 
$5,367,768
 
$10,199,338
 
$20,384
 
$10,243,035
              
See Notes to Financial Statements.            
 
(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2014 and 2013 include $9.7 million and $9.3 million, respectively, of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented within equity.


32


ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
       
  Three Months Ended Increase/  
Description 2014 2013 (Decrease) %

 (Dollars in Millions)  
Utility Electric Operating Revenues:        
Residential 
$1,132
 
$1,140
 
($8) (1)
Commercial 745
 720
 25
 3
Industrial 740
 673
 67
 10
Governmental 62
 60
 2
 3
Total retail 2,679
 2,593
 86
 3
Sales for resale 66
 46
 20
 43
Other 79
 66
 13
 20
Total 
$2,824
 
$2,705
 
$119
 4

        
Utility Billed Electric Energy Sales (GWh):        
Residential 10,869
 11,359
 (490) (4)
Commercial 8,281
 8,393
 (112) (1)
Industrial 11,620
 11,038
 582
 5
Governmental 659
 648
 11
 2
Total retail 31,429
 31,438
 (9) 
Sales for resale 2,075
 667
 1,408
 211
Total 33,504
 32,105
 1,399
 4

        
Entergy Wholesale Commodities:        
Operating Revenues 
$606
 
$623
 
($17) (3)
Billed Electric Energy Sales (GWh) 11,328
 11,630
 (302) (3)
         
         
  Nine Months Ended Increase/  
Description 2014 2013 (Decrease) %

 (Dollars in Millions)  
Utility Electric Operating Revenues:        
Residential 
$2,801
 
$2,620
 
$181
 7
Commercial 1,949
 1,817
 132
 7
Industrial 2,003
 1,815
 188
 10
Governmental 172
 165
 7
 4
Total retail 6,925
 6,417
 508
 8
Sales for resale 238
 145
 93
 64
Other 261
 269
 (8) (3)
Total 
$7,424
 
$6,831
 
$593
 9

        
Utility Billed Electric Energy Sales (GWh):        
Residential 28,162
 27,080
 1,082
 4
Commercial 21,844
 21,498
 346
 2
Industrial 32,635
 31,264
 1,371
 4
Governmental 1,829
 1,814
 15
 1
Total retail 84,470
 81,656
 2,814
 3
Sales for resale 6,357
 1,887
 4,470
 237
Total 90,827
 83,543
 7,284
 9

        
Entergy Wholesale Commodities:        
Operating Revenues 
$2,096
 
$1,771
 
$325
 18
Billed Electric Energy Sales (GWh) 32,874
 33,189
 (315) (1)


33


ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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

ANO Damage, Outage, and OutageNRC Reviews

See Note 8 to the financial statements in the Form 10-K for a discussion of the ANO stator incident. The total cost of assessment, restoration of off-site power, site restoration, debris removal, and replacement of damaged property and equipment was approximately $95 million as of June 30, 2014.$95 million.  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$65.9 million in its deferred fuel balance with recovery to be reviewed in a later period after more information regarding various claims associated with the ANO stator incident is available.

Entergy Arkansas is assessingpursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action.  Entergy is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants, including ANO.  NEIL has notified Entergy that it believes that a $50$50 million course of construction sublimit applies to any loss associated with the lifting apparatus failure and stator drop at ANO.  Entergy has responded that it disagrees with NEIL’s position and is evaluating its options for enforcing its rights under the policy.  On July 12, 2013, Entergy Arkansas filed a complaint in the Circuit Court in Pope County, Arkansas against the owner of the heavy-lifting apparatus that collapsed, an engineering firm, a contractor, and certain individuals asserting claims of breach of contract, negligence, and gross negligence in connection with their responsibility for the stator drop. During 2014, Entergy Arkansas collected $33$40 million from NEIL and is pursuing additional recoveries due under the policy.

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

In May 2014 the NRC met with Entergy during a regulatory conference to discuss the preliminary red and yellow findings and Entergy's response to the findings. During the regulatory conference, Entergy presented information on the facts and assumptions the NRC used to assess the potential findings. The NRC used the information provided by Entergy at the regulatory conference to finalize its decision regarding the inspection team’s findings. In a letter dated June 23, 2014, the NRC classified both findings as “yellow with substantial safety significance.” In an assessment

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Notes to Financial Statements

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

In September 2014 the NRC issued an inspection report on the flood barrier effectiveness issue that was still under review at the time of the March 2014 inspection report. While Entergy believes that the flood barrier issue that led to the finding have been addressed at ANO, the NRC will still assess the safety significance of the deficiencies. In its September 2014 inspection report, the NRC discussed a preliminary finding of “yellow with substantial safety significance” for the Unit 1 and Unit 2 auxiliary and emergency diesel fuel storage buildings.  The NRC indicated that these preliminary findings may warrant additional regulatory oversight.  Entergy requested a public regulatory conference regarding the inspection, and the conference was held on October 28, 2014. During the regulatory conference, Entergy presented information related to the facts and assumptions used by the NRC in arriving at its preliminary finding of “yellow with substantial safety significance.” The NRC can consider this information as it works to finalize its assessment of the safety significance of the flood barrier issue.

If the NRC’s final assessment of the flood barrier issue remains yellow, ANO would likely be placed into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. Placement into this column would require significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with the flood barrier issue, 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.

Baxter Wilson Plant Event

On September 11, 2013, Entergy Mississippi’s Baxter Wilson (Unit 1) power plant experienced a significant unplanned outage event.  Entergy Mississippi completed the process of assessing the nature and extent of the damage to the unit and repairs are in progress. The current estimate of costs to return the unit to service is in the range of $45$45 million to $60 million.$60 million.  This estimate may change as restorative activities occur.  The costs necessary to return the plant to service are expected to be incurred into late 2014.  Entergy Mississippi believes that the damage is covered by its property insurance policy, subject to a $20$20 million deductible. In December 2013,the third quarter 2014, Entergy Mississippi made a filing withrecorded an insurance receivable of $18 million based on the MPSC requesting approval for Entergy Mississippiminimum amount it currently expects to deferreceive from its insurance policy based on total spending of $38 million as of September 30, 2014. This $18 million receivable offset approximately $8 million of capital spending and accumulate the costs incurred in connection with Baxter Wilson repair activities, net$10 million of applicable insurance proceeds, with such costs to be recoverable in a manner to be determined by the MPSC.operation and maintenance expenses through September 30, 2014. In June 2014, Entergy Mississippi filed a rate case with the MPSC, which includes recovery of the costs associated with Baxter Wilson (Unit 1) repair activities, net of applicable insurance proceeds. On October 14, 2014 and October 31, 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations that provide for a deferral of $6 million in other operation and maintenance expenses associated with the Baxter Wilson outage and that the regulatory asset should accrue carrying costs, with amortization of the regulatory asset to occur over two years. The MPSC has not yet acted on thisfinal accounting of costs to return the unit to service and insurance proceeds will be addressed in Entergy Mississippi’s next formula rate plan filing. The joint stipulations also provide that the capital costs associated with the return to service of Baxter Wilson (Unit 1) will be reflected in rate base and will be reduced to reflect the application of insurance proceeds. The joint stipulations are subject to review and approval by the MPSC.

Nuclear Insurance

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


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Notes to Financial Statements

Conventional Property Insurance

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

Employment Litigation

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

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

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


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

Regulatory Assets

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

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Notes to Financial Statements

Fuel and purchased power cost recovery

Entergy Arkansas

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

Entergy Gulf States Louisiana

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 has yet to commence.

Entergy Louisiana

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 has yet to commence.


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Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Mississippi

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

Retail Rate Proceedings

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

Filings with the APSC

See Note 2 to the financial statements in the Form 10-K for a discussion of Entergy Arkansas’s 2013 base rate filing. 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. The revised rates are effective for all bills rendered after December 31, 2013 and were implemented in the first billing cycle of October 2014.

Filings with the LPSC

Retail Rates - Electric

(Entergy Gulf States Louisiana)

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

(Entergy Louisiana)

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

37

Entergy Corporation and Subsidiaries
Notes to Financial Statements

implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the

32

Entergy Corporation and Subsidiaries
Notes to Financial Statements

estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data. The compliance filings will be subject to the review of the parties to the proceeding generally in accordance with the review process set forth in Entergy Louisiana’s formula rate plan.

As discussed in the Form 10-K, the LPSC is conducting a prudence review of the Waterford 3 replacement steam generator project with regard to Entergy Louisiana’s actions concerning the following aspects of the project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs.  In July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up $71 million, citing a need for further explanation or documentation from Entergy Louisiana.  An intervenor filed testimony recommending disallowance of $141 million of incremental project costs, claiming the steam generator fabricator was imprudent.  Entergy Louisiana believes that the replacement steam generator costs were prudently incurred and applicable legal principles support their recovery in rates.  Entergy Louisiana will provideprovided further documentation and explanation requested by the LPSC staff. Cross-answering testimony is due in August 2014 and rebuttal testimony is due in September 2014. An evidentiary hearing is scheduled for December 2014.

Retail Rates - Gas (Entergy Gulf States Louisiana)

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

Filings with the MPSC (Entergy Mississippi)
    
In June 2014, Entergy Mississippi filed its first general rate case before the MPSC in almost 12 years.  The rate filing lays out Entergy Mississippi’s plans for improving reliability, modernizing the grid, maintaining its workforce, stabilizing rates, utilizing new technologies, and attracting new industry to its service territory.  Entergy Mississippi requestsrequested a net increase in revenue of $49 million for bills rendered during calendar year 2015, including $30 million resulting from new depreciation rates to update the estimated service life of assets.  In addition, the filing proposes,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 proposesproposed maintaining the current authorized return on common equity of 10.59%. A hearing is scheduled for November

On October 14, 2014 and October 31, 2014, Entergy Mississippi and the proceduralMississippi Public Utilities Staff entered into and filed joint stipulations that addressed the majority of issues in the proceeding. The stipulations provide for an approximate $16 million net increase in revenues, which reflects an agreed upon 10.07% return on common equity. The stipulations also revise Entergy Mississippi’s formula rate plan (FRP) by providing Entergy Mississippi with the ability to reflect known and measurable changes to historical rate base and certain expense amounts, resolve uncertainty around and obviate the need for an additional rate filing in connection with Entergy Mississippi’s withdrawal from participation in the System Agreement, update depreciation rates, and move costs associated with the Attala and Hinds generating plants from the power management rider to base rates. The stipulations also provide for recovery of non-fuel MISO-related costs through a separate rider for that purpose. The joint stipulations are subject to MPSC approval. The schedule in the proceeding calls for the rates ultimately approved by the MPSC to be effective January 30, 2015.


38

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Filings with the City Council (Entergy Louisiana)

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

33

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Filings with the PUCT (Entergy Texas)

2013 Rate Case

In September 2013, Entergy Texas filed a rate case requesting a $38.6$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$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$22 million of purchased power capacity costs. In January 2014 the PUCT staff filed direct testimony recommending a retail rate reduction of $0.3$0.3 million and a 9.2% return on common equity. In March 2014, Entergy Texas filed an Agreed Motion for Interim Rates. The motion explained that the parties to this proceeding have agreed that Entergy Texas should be allowed to implement new rates reflecting an $18.5$18.5 million base rate increase, effective for usage on and after April 1, 2014, as well as recovery of charges for rough production cost equalization and rate case expenses. In March 2014 the State Office of Administrative Hearings, the body assigned to hear the case, approved the motion. In April 2014, Entergy Texas filed a unanimous stipulation in this case. Among other things, the stipulation provides for an $18.5$18.5 million base rate increase, recovery over three years of the calendar year 2012 rough production cost equalization charges and rate case expenses, and states a 9.8% return on common equity. In addition, the stipulation finalizes the fuel and purchased power reconciliation covering the period July 2011 through March 2013, with the parties stipulating an immaterial fuel disallowance. No special circumstances recovery of purchased power capacity costs was allowed. In April 2014 the State Office of Administrative Hearings remanded the case back to the PUCT for final processing. In May 2014 the PUCT approved the stipulation. No motions for rehearing were filed during the statutory rehearing period.

In September 2014, Entergy Texas filed for a distribution cost recovery factor 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 is requesting collection of approximately $7 million annually from retail customers. The PUCT has not yet acted on this filing.


39

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Louisiana and Entergy Gulf States Louisiana and Entergy Louisiana Business Combination Study

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

On September 30, 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an application with the LPSC seeking authorization to undertake the transactions that would result in the combination of Entergy Louisiana and Entergy Gulf States Louisiana into a single public utility.

The combination is subject to regulatory review and approval of the LPSC, the FERC, and the NRC. In June 2014, Entergy submitted an application to the NRC for approval of River Bend and Waterford 3 license transfers as part of the steps to complete the business combination. The combination also could be subject to regulatory review of the City Council if Entergy Louisiana continues to own the assets that currently support Entergy Louisiana’s customers in Algiers at the time the combination is effectuated. In November 2014, Entergy Louisiana filed an application with the City Council seeking authorization to undertake the combination. The application provides that if the City Council approves the Algiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the combination. If approvals are obtained from the LPSC, the FERC, the NRC, and, if required, the City Council, Entergy Louisiana and Entergy Gulf States Louisiana expect the combination will be effected in the second half of 2015.

It is currently contemplated that Entergy Louisiana and Entergy Gulf States Louisiana will undertake multiple steps to effectuate the combination, which steps would include the following:

Each of Entergy Louisiana and Entergy Gulf States Louisiana will redeem or repurchase all of their respective outstanding preferred membership interests (which interests have a $100 million liquidation value in the case of Entergy Louisiana and $10 million liquidation value in the case of Entergy Gulf States Louisiana).
Entergy Gulf States Louisiana will convert from a Louisiana limited liability company to a Texas limited liability company.
Under the Texas Business Organizations Code (TXBOC), Entergy Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Louisiana) and New Entergy Louisiana will assume all of the liabilities of Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Louisiana will remain in existence and hold the membership interests in New Entergy Louisiana.
Under the TXBOC, Entergy Gulf States Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana will assume all of the liabilities of Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Gulf States Louisiana will remain in existence and hold the membership interests in New Entergy Gulf States Louisiana.
Entergy Louisiana and Entergy Gulf States Louisiana will contribute the membership interests in New Entergy Louisiana and New Entergy Gulf States Louisiana to an affiliate the common membership interests of which will be owned by Entergy Louisiana, Entergy Gulf States Louisiana and Entergy Corporation.
New Entergy Gulf States Louisiana heldwill merge into New Entergy Louisiana with New Entergy Louisiana surviving the merger.


40

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Upon the completion of the steps, New Entergy Louisiana will hold substantially all of the assets, and will have assumed all of the liabilities, of Entergy Louisiana and Entergy Gulf States Louisiana. Entergy Louisiana and Entergy Gulf States Louisiana may modify or supplement the steps to be taken to effect the combination.

Algiers Asset Transfer (Entergy Louisiana and Entergy New Orleans)

In October 2014, Entergy Louisiana and Entergy New Orleans filed an application with the City Council seeking authorization to undertake a technical conference attransaction that would result in the LPSCtransfer from Entergy Louisiana to discussEntergy New Orleans of certain assets that currently support Entergy Louisiana’s customers in Algiers. The transaction is expected to result in the transfer of net assets of approximately $60 million. The Algiers asset transfer is also subject to regulatory review and approval of the FERC. As discussed previously, Entergy Louisiana also filed an application with the City Council seeking authorization to undertake the Entergy Louisiana and Entergy Gulf States Louisiana business combination. The application provides that if the City Council approves the Algiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the business combination. If the necessary approvals are obtained from the City Council and the FERC, Entergy Louisiana expects to transfer the Algiers assets to Entergy New Orleans in July 2014 and scheduled athe second technical conference to be held in August 2014.half of 2015.

System Agreement Cost Equalization Proceedings

See Note 2 to the financial statements in the Form 10-K for a discussion of the proceedings regarding the System Agreement, including the FERC’s October 2011 order and Entergy’s December 2011 compliance filing in response to that order.  In February 2014 the FERC issued a rehearing order addressing its October 2011 order. The FERC denied the LPSC’s request for rehearing on the issues of whether the bandwidth remedy should be made effective earlier than June 1, 2005, and whether refunds should be ordered for the 20-month20-month refund effective period. The FERC granted the LPSC’s rehearing request on the issue of interest on the bandwidth payments/receipts for the June - December 2005 period, requiring that interest be accrued from June 1, 2006 until the date those bandwidth payments/receipts are made. In April 2014 the LPSC filed a petition for review of the FERC’s October 2011 and February 2014 orders with

34

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Notes to Financial Statements

the U.S. Court of Appeals for the D.C. Circuit. Also in February 2014 the FERC issued an order rejecting the December 2011 compliance filing that calculated the bandwidth payments/receipts for the June - December 2005 period. The FERC order requiresrequired a new compliance filing that calculates the bandwidth payments/receipts for the June - December 2005 period based on monthly data for the seven individual months and that includes interest pursuant to the February 2014 rehearing order. Entergy has sought rehearing of the February 2014 orders with respect to the FERC’s determinations regarding interest. In 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 April and May 2014, Entergy filed with the FERC an updated compliance filing that provides the payments and receipts among the Utility operating companies pursuant to the FERC’s February 2014 orders.  The filing shows the following net payments and receipts, including interest, among the Utility operating companies:

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

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


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Notes to Financial Statements

2007 Rate Filing Based on Calendar Year 2006 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. In July 2014 the FERC issued an order accepting Entergy Services’ November 2013 compliance filing. The FERC directed Entergy Services to make a comprehensive bandwidth recalculation report by September 15, 2014 showing all the updated payment/receipt amounts based on the 2006 calendar year data in compliance with all bandwidth formula and bandwidth calculation adjustments that the FERC has accepted or ordered for those years. The FERC also directed the Entergy Operating Companies to make any true-up bandwidth payments associated with the 2006 bandwidth recalculation report with interest following the filing of the comprehensive recalculation report. See discussion below regarding the comprehensive bandwidth recalculation and filings made with the FERC in connection with this proceeding.

2008 Rate Filing Based on Calendar Year 2007 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. In July 2014 the FERC issued an order denying Entergy’s rehearing request and decided that it is appropriate to allow interest to be paid on the bandwidth recalculation amounts. The FERC also directed Entergy to file a comprehensive bandwidth recalculation report by September 15, 2014 showing all the updated payment/receipt amounts based on the 2007 calendar year data in compliance with all bandwidth formula and bandwidth calculation adjustments that the FERC has accepted or ordered for that year. The FERC also directed the Entergy Operating Companies to make any true-up bandwidth payments associated with the 2007 bandwidth recalculation report with interest following the filing of the comprehensive recalculation report. In August 2014 the Fifth Circuit issued its opinion dismissing the LPSC petition for review of the FERC’s order. In October 2014, Entergy filed a petition for review with the U.S. Court of Appeals for the D.C. Circuit seeking appellate review of the FERC’s interest determination. See discussion below regarding the comprehensive bandwidth recalculation and filings made with the FERC in connection with this proceeding.

2009 Rate Filing Based on Calendar Year 2008 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. In August 2014, the FERC issued an order accepting the November 2013 compliance filing that was made in response to the FERC’s October 2013 order. The LPSC has appealed to the U.S. Court of Appeals for the Fifth Circuit the FERC’s May 2012 and October 2013 orders. Briefs have been filed and oral argument was held in October 2014. See discussion below regarding the comprehensive bandwidth recalculation and filings made with the FERC in connection with this proceeding.

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

See Note 2 to the financial statements in the Form 10-K for a discussion of this comprehensive bandwidth recalculation. In July 2014 the FERC issued four orders in connection with various Service Schedule MSS-3 rough production cost equalization formula compliance filings and rehearing requests. Specifically, the FERC accepted Entergy Services’ revised methodologies for calculating certain cost components of the formula and affirmed its prior ruling requiring interest on the true-up amounts. The FERC directed that a comprehensive recalculation of the formula be performed for the filing years 2007 and 2008 based on calendar years 2006 and 2007 production costs. The comprehensive recalculation is due to beIn September 2014, Entergy filed with the FERC within 45 daysits compliance filing that provides the payments and receipts 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 payments/receipts among the Utility operating companies:

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Entergy Corporation and Subsidiaries
Notes to Financial Statements

Payments
(Receipts)
(In Millions)
Entergy Arkansas$38
Entergy Gulf States Louisiana($22)
Entergy Louisiana($16)
Entergy Mississippi$16
Entergy New Orleans($1)
Entergy Texas($15)

Entergy Arkansas and Entergy Mississippi made the orders, orpayments in September and October 2014. The updated compliance filings in the 2008 and 2009 rate filing proceedings have not been protested, and one protest was filed at the FERC related to the 2007 rate filing proceeding. The filings are pending at the FERC.

2010 Rate Filing Based on September 15,Calendar Year 2009 Production Costs

See Note 2 to the financial statements in the Form 10-K for a discussion of this proceeding. The hearing was held in March 2014 and the bandwidth payments associated with the recalculations are expected to be madepresiding ALJ issued an initial decision in September 2014. Briefs on exception were filed in October 2014. Management2014, and the case is evaluatingpending before the effect of these orders on the 2009 rate filing proceeding.FERC.

2011 Rate Filing Based on Calendar Year 2010 Production Costs

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

2014 Rate Filing Based on Calendar Year 2013 Production Costs

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

35

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

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


43

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Storm Cost Recovery Filings with Retail Regulators

Entergy Gulf States Louisiana and Entergy Louisiana

As discussed in the Form 10-K, totalEntergy Gulf States Louisiana and Entergy Louisiana sought to recover restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac, wereas well as replenishment of storm escrow accounts for prior storms, in the amount of $73.8 million for Entergy Gulf States Louisiana and $247.7 million for Entergy Louisiana. In January 2013, Entergy Gulf States Louisiana and Entergy Louisiana drew $65 million and $187 million, respectively, from their funded storm reserve escrow accounts.  In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs.  Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Gulf States Louisiana committed to pass on to customers a minimum of $6.9 million of customer benefits through annual customer credits of approximately $1.4 million for five years.  Entergy Louisiana committed to pass on to customers a minimum of $23.9 million of customer benefits through annual customer credits of approximately $4.8 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 $71 million in bonds under Act 55 of the Louisiana Legislature.  From the $69 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $3 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $66 million directly to Entergy Gulf States Louisiana.  From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana then immediately used the $66 million received from the LURC to acquire 662,426.80 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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

36

Entergy Corporation and Subsidiaries
Notes to Financial Statements

the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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


44

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy New Orleans

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

New Nuclear Generation Development Costs

Entergy Mississippi

See the Form 10-K for discussion of Entergy Mississippi’s developing and preserving a project option for new nuclear generation at Grand Gulf Nuclear Station. On October 14, 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed a joint stipulation in Entergy Mississippi’s general rate case proceeding, which is 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 will 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 stipulation states, 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 the third quarter 2014 a $60.9 million pre-tax charge to recognize that the regulatory assets associated with new nuclear generation development are no longer probable of recovery. If the MPSC does not ultimately approve all of the provisions agreed to in the October 2014 joint stipulation, however, Entergy Mississippi would continue to pursue recovery of the new nuclear development costs.

Texas Power Price Lawsuit

See the Form 10-K for discussion of this proceeding. 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 can file a motion for rehearing and/or a petition for review at the Supreme Court of Texas.




45

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Common Stock

Earnings per Share

The following table presents Entergy’s basic and diluted earnings per share calculations included on the consolidated income statements:
For the Three Months Ended June 30,For the Three Months Ended September 30,
2014 20132014 2013
(In Millions, Except Per Share Data)(In Millions, Except Per Share Data)
Basic earnings per shareIncome Shares $/share Income Shares $/shareIncome Shares $/share Income Shares $/share
Net income attributable to Entergy Corporation
$189.4
 179.4
 
$1.06
 
$163.7
 178.2
 
$0.92

$230.0
 179.6
 
$1.28
 
$239.9
 178.3
 
$1.35
Average dilutive effect of:                      
Stock options  0.2
 
   0.1
 
  0.3
 
   0.1
 
Other equity plans  0.4
 (0.01)   0.3
 
  0.6
 (0.01)   0.3
 (0.01)
Diluted earnings per share
$189.4
 180.0
 
$1.05
 
$163.7
 178.6
 
$0.92

$230.0
 180.5
 
$1.27
 
$239.9
 178.7
 
$1.34

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 5.2 million for the three months ended JuneSeptember 30, 2014 and approximately 8.98.8 million for the three months ended JuneSeptember 30, 2013.2013.

For the Six Months Ended June 30,For the Nine Months Ended September 30,
2014 20132014 2013
(In Millions, Except Per Share Data)(In Millions, Except Per Share Data)
Basic earnings per shareIncome Shares $/share Income Shares $/shareIncome Shares $/share Income Shares $/share
Net income attributable to Entergy Corporation
$590.6
 179.1
 
$3.30
 
$325.1
 178.1
 
$1.83

$820.6
 179.3
 
$4.58
 
$565.0
 178.2
 
$3.17
Average dilutive effect of:                      
Stock options  0.1
 
   0.1
 
  0.2
 (0.01)   0.1
 
Other equity plans  0.3
 (0.01)   0.3
 (0.01)  0.4
 (0.01)   0.2
 (0.01)
Diluted earnings per share
$590.6
 179.5
 
$3.29
 
$325.1
 178.5
 
$1.82

$820.6
 179.9
 
$4.56
 
$565.0
 178.5
 
$3.16

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 7.46.6 million for the sixnine months ended JuneSeptember 30, 2014 and approximately 8.9 million for the sixnine months ended JuneSeptember 30, 2013.2013.

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

Treasury Stock

During the sixnine months ended JuneSeptember 30, 2014,, Entergy Corporation issued 1,431,5121,527,010 shares of its previously repurchased common stock to satisfy stock option exercises, vesting of shares of restricted stock, and other stock-based awards.  During the sixnine months ended JuneSeptember 30, 2014,, Entergy Corporation repurchased 248,190 shares of its common stock for a total purchase price of $18.3 million.$18.3 million.


46

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Retained Earnings

On July 25,October 31, 2014, Entergy Corporation’s Board of Directors declared a common stock dividend of $0.83$0.83 per share, payable on September 2,December 1, 2014 to holders of record as of August 14,November 13, 2014.

Comprehensive Income

Accumulated other comprehensive income (loss) is included in the equity section of the balance sheets of Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana.  The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the three months ended JuneSeptember 30, 2014 by component:
Cash flow
hedges
net
unrealized
gain (loss)
 
Pension
and
other
postretirement
liabilities
 
Net
unrealized
investment
gain (loss)
 
Foreign
currency
translation
 
Total
Accumulated
Other
Comprehensive
Income (Loss)
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, March 31, 2014
($68,023) 
($300,919) 
$360,245
 
$3,495
 
($5,202)
Beginning balance, June 30, 2014
($74,767) 
($297,460) 
$399,480
 
$3,815
 
$31,068
Other comprehensive income (loss) before reclassifications(7,245) 
 40,807
 320
 33,882
5,783
 
 (9,475) (662) (4,354)
Amounts reclassified from accumulated other comprehensive income (loss)501
 3,459
 (1,572) 
 2,388
(8,271) 2,956
 (1,015) 
 (6,330)
Net other comprehensive income (loss) for the period(6,744) 3,459
 39,235
 320
 36,270
(2,488) 2,956
 (10,490) (662) (10,684)
Ending balance, June 30, 2014
($74,767) 
($297,460) 
$399,480
 
$3,815
 
$31,068
Ending balance, September 30, 2014
($77,255) 
($294,504) 
$388,990
 
$3,153
 
$20,384

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the three months ended September 30, 2013 by component:
 
Cash flow
hedges
net
unrealized
gain (loss)
 
Pension
and
other
postretirement
liabilities
 
Net
unrealized
investment
gain (loss)
 
Foreign
currency
translation
 
Total
Accumulated
Other
Comprehensive
Income (Loss)
 (In Thousands)
Beginning balance, June 30, 2013
$31,520
 
($571,138) 
$262,891
 
$2,424
 
($274,303)
Other comprehensive income (loss) before reclassifications(9,838) 
 45,647
 706
 36,515
Amounts reclassified from accumulated other comprehensive income (loss)(21,825) 15,430
 653
 
 (5,742)
Net other comprehensive income (loss) for the period(31,663) 15,430
 46,300
 706
 30,773
Ending balance, September 30, 2013
($143) 
($555,708) 
$309,191
 
$3,130
 
($243,530)

3747

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the threenine months ended JuneSeptember 30, 20132014 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, March 31, 2013
$3,930
 
($580,917) 
$270,924
 
$2,405
 
($303,658)
Beginning balance, December 31, 2013
($81,777) 
($288,223) 
$337,256
 
$3,420
 
($29,324)
Other comprehensive income (loss) before reclassifications30,023
 
 (7,176) 19
 22,866
(114,587) 
 56,056
 (267) (58,798)
Amounts reclassified from accumulated other comprehensive income (loss)(2,433) 9,779
 (857) 
 6,489
119,109
 (6,281) (4,322) 
 108,506
Net other comprehensive income (loss) for the period27,590
 9,779
 (8,033) 19
 29,355
4,522
 (6,281) 51,734
 (267) 49,708
Ending balance, June 30, 2013
$31,520
 
($571,138) 
$262,891
 
$2,424
 
($274,303)
Ending balance, September 30, 2014
($77,255) 
($294,504) 
$388,990
 
$3,153
 
$20,384

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the sixnine months ended JuneSeptember 30, 20142013 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, December 31, 2013
($81,777) 
($288,223) 
$337,256
 
$3,420
 
($29,324)
Beginning balance, December 31, 2012
$79,905
 
($590,712) 
$214,547
 
$3,177
 
($293,083)
Other comprehensive income (loss) before reclassifications(120,177) 
 65,530
 395
 (54,252)(57,376) 
 95,843
 (47) 38,420
Amounts reclassified from accumulated other comprehensive income (loss)127,187
 (9,237) (3,306) 
 114,644
(22,672) 35,004
 (1,199) 
 11,133
Net other comprehensive income (loss) for the period7,010
 (9,237) 62,224
 395
 60,392
(80,048) 35,004
 94,644
 (47) 49,553
Ending balance, June 30, 2014
($74,767) 
($297,460) 
$399,480
 
$3,815
 
$31,068
Ending balance, September 30, 2013
($143) 
($555,708) 
$309,191
 
$3,130
 
($243,530)


3848

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table presents changes in accumulated other comprehensive income (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the sixthree months ended JuneSeptember 30, 2013 by component:2014:
 
Cash flow
hedges
net
unrealized
gain (loss)
 
Pension
and
other
postretirement
liabilities
 
Net
unrealized
investment
gain (loss)
 
Foreign
currency
translation
 
Total
Accumulated
Other
Comprehensive
Income (Loss)
 (In Thousands)
Beginning balance, December 31, 2012
$79,905
 
($590,712) 
$214,547
 
$3,177
 
($293,083)
Other comprehensive income (loss) before reclassifications(47,538) 
 50,196
 (753) 1,905
Amounts reclassified from accumulated other comprehensive income (loss)(847) 19,574
 (1,852) 
 16,875
Net other comprehensive income (loss) for the period(48,385) 19,574
 48,344
 (753) 18,780
Ending balance, June 30, 2013
$31,520
 
($571,138) 
$262,891
 
$2,424
 
($274,303)
 Pension and Other
Postretirement Liabilities
 Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 (In Thousands)
Beginning balance June 30, 2014
($27,943) 
($10,224)
Amounts reclassified from accumulated other
comprehensive income (loss)
137
 (287)
Net other comprehensive income (loss) for the period137
 (287)
Ending balance, September 30, 2014
($27,806) 
($10,511)

The following table presents changes in accumulated other comprehensive lossincome (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended JuneSeptember 30, 2014:2013:
Pension and Other
Postretirement Liabilities
Pension and Other
Postretirement Liabilities
Entergy
Gulf States
Louisiana
 Entergy
Louisiana
Entergy
Gulf States
Louisiana

Entergy
Louisiana
(In Thousands)(In Thousands)
Beginning balance March 31, 2014
($28,080) 
($9,937)
Beginning balance June 30, 2013
($63,312)

($44,771)
Amounts reclassified from accumulated other
comprehensive income (loss)
137
 (287)963

684
Net other comprehensive income (loss) for the period137
 (287)963

684
Ending balance, June 30, 2014
($27,943) 
($10,224)
Ending balance, September 30, 2013
($62,349)

($44,087)

The following table presents changes in accumulated other comprehensive lossincome (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the threenine months ended JuneSeptember 30, 2013:2014:
 
Pension and Other
Postretirement Liabilities
 
Entergy
Gulf States
Louisiana

Entergy
Louisiana
 (In Thousands)
Beginning balance March 31, 2013
($64,274)

($45,454)
Amounts reclassified from accumulated other
comprehensive income
962

683
Net other comprehensive income for the period962

683
Ending balance, June 30, 2013
($63,312)

($44,771)
 Pension and Other
Postretirement Liabilities
 Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 (In Thousands)
Beginning balance, December 31, 2013
($28,202) 
($9,635)
Amounts reclassified from accumulated other
comprehensive income (loss)
396
 (876)
Net other comprehensive income (loss) for the period396
 (876)
Ending balance, September 30, 2014
($27,806) 
($10,511)


3949

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table presents changes in accumulated other comprehensive lossincome (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the sixnine months ended June 30, 2014:
 Pension and Other
Postretirement Liabilities
 Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 (In Thousands)
Beginning balance, December 31, 2013
($28,202) 
($9,635)
Amounts reclassified from accumulated other
comprehensive income (loss)
259
 (589)
Net other comprehensive income (loss) for the period259
 (589)
Ending balance, June 30, 2014
($27,943) 
($10,224)

The following table presents changes in accumulated other comprehensive loss for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended JuneSeptember 30, 2013:
 
Pension and Other
Postretirement Liabilities
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 (In Thousands)
Beginning balance, December 31, 2012
($65,229) 
($46,132)
Amounts reclassified from accumulated other
comprehensive income
1,917
 1,361
Net other comprehensive income for the period1,917
 1,361
Ending balance, June 30, 2013
($63,312) 
($44,771)
 
Pension and Other
Postretirement Liabilities
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 (In Thousands)
Beginning balance, December 31, 2012
($65,229) 
($46,132)
Amounts reclassified from accumulated other
comprehensive income (loss)
2,880
 2,045
Net other comprehensive income (loss) for the period2,880
 2,045
Ending balance, September 30, 2013
($62,349) 
($44,087)


40

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the three months ended JuneSeptember 30, 2014 are as follows:
 
Amounts
reclassified
from
AOCI
 Income Statement Location
 (In Thousands)  
Cash flow hedges net unrealized gain (loss)   
   Power contracts
($67213,000)
 Competitive business operating revenues
   Interest rate swaps(99275) Miscellaneous - net
Total realized lossgain (loss) on cash flow hedges(77112,725)
  
 270(4,454
)
 Income taxes
Total realized lossgain (loss) on cash flow hedges (net of tax)
($5018,271)
  
    
Pension and other postretirement liabilities   
   Amortization of prior-service costs
$5,0755,074
 (a)
   Amortization of loss(8,9708,952) (a)
   Settlement loss(1,386423) (a)
Total amortization(5,2814,301)  
 1,8221,345
 Income taxes
Total amortization (net of tax)
($3,4592,956)  
    
Net unrealized investment gain (loss)   
Realized gain (loss)
$3,0831,990
 Interest and investment income
 (1,511975) Income taxes
Total realized investment gain (loss) (net of tax)
$1,5721,015
  
    
Total reclassifications for the period (net of tax)
($2,3886,330)
  

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


4150

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Amounts
reclassified
from
AOCI

Income Statement Location

(In Thousands)

Cash flow hedges net unrealized gain (loss)


   Power contracts
$4,30935,325

Competitive business operating revenues
   Interest rate swaps(399389)
Miscellaneous - net
Total realized gain (loss) on cash flow hedges3,91034,936



(1,47713,111)
Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)
$2,43321,825







Pension and other postretirement liabilities



   Amortization of prior-service costs
$2,3832,414

(a)
   Amortization of loss(18,04717,179)
(a)
   Curtailment loss(1,304)
(a)
   Settlement loss(9,662)
(a)
Total amortization(15,66425,731)


5,88510,301

Income taxes
Total amortization (net of tax)
($9,77915,430)





Net unrealized investment gain (loss)


Realized gain (loss)
($1,6811,280
)

Interest and investment income

(824627)

Income taxes
Total realized investment gain (loss) (net of tax)
($857653
)







Total reclassifications for the period (net of tax)
($6,4895,742)



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

51

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Amounts
reclassified
from
AOCI

Income Statement Location

(In Thousands)

Cash flow hedges net unrealized gain (loss)


   Power contracts
($195,275182,275)
Competitive business operating revenues
   Interest rate swaps(397970)
Miscellaneous - net
Total realized lossgain (loss) on cash flow hedges(195,672183,245)


68,48564,136

Income taxes
Total realized lossgain (loss) on cash flow hedges (net of tax)
($127,187119,109)






Pension and other postretirement liabilities



   Amortization of prior-service costs
$10,15315,227

(a)
   Amortization of loss(17,95126,903)
(a)
Settlement loss(2,5482,971)
(a)
Total amortization(10,34614,647)


19,58320,928

Income taxes
Total amortization (net of tax)
$9,2376,281






Net unrealized investment gain (loss)


Realized gain (loss)
$6,4838,474

Interest and investment income

(3,1774,152)
Income taxes
Total realized investment gain (loss) (net of tax)
$3,3064,322







Total reclassifications for the period (net of tax)
($114,644108,506)


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


4252

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the sixnine months ended JuneSeptember 30, 2013 are as follows:
 Amounts
reclassified
from
AOCI
 Income Statement Location
 (In Thousands)  
Cash flow hedges net unrealized gain (loss)   
   Power contracts
$2,19237,518
 Competitive business operating revenues
   Interest rate swaps(8041,193) Miscellaneous - net
Total realized gain (loss) on cash flow hedges1,38836,325
  
 (54113,653) Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)
$84722,672
  
    
Pension and other postretirement liabilities   
   Amortization of prior-service costs
$4,7677,175
 (a)
   Amortization of loss(36,09553,268)(a)
   Curtailment loss(1,304)(a)
   Settlement loss(9,662) (a)
Total amortization(31,32857,059)  
 11,75422,055
 Income taxes
Total amortization (net of tax)
($19,57435,004)  
    
Net unrealized investment gain (loss)   
Realized gain (loss)
$3,6312,351
 Interest and investment income
 (1,7791,152) Income taxes
Total realized investment gain (loss) (net of tax)
$1,8521,199
  
    
Total reclassifications for the period (net of tax)
($16,87511,133)  

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


4353

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive lossincome (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended JuneSeptember 30, 2014 are as follows:
Amounts reclassified
from AOCI
 Amounts reclassified
from AOCI
 
Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 Income Statement LocationEntergy
Gulf States
Louisiana
 Entergy
Louisiana
 Income Statement Location
(In Thousands) (In Thousands) 
Pension and other postretirement liabilities        
Amortization of prior-service costs
$559
 
$845
 (a)
$559
 
$844
 (a)
Amortization of loss(781) (378) (a)(782) (378) (a)
Total amortization(222) 467
 (223) 466
 
85
 (180) Income tax expense (benefit)86
 (179) Income tax expense (benefit)
Total amortization (net of tax)(137) 287
 (137) 287
 
        
Total reclassifications for the period (net of tax)
($137) 
$287
 
($137) 
$287
 

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

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

Amounts reclassified
from AOCI


Amounts reclassified
from AOCI



Entergy
Gulf States
Louisiana

Entergy
Louisiana

Income Statement Location
Entergy
Gulf States
Louisiana

Entergy
Louisiana

Income Statement Location

(In Thousands)

(In Thousands)

Pension and other postretirement liabilities







Amortization of prior-service costs
$205


$62

(a)
$206


$62

(a)
Amortization of loss(1,945)
(1,287)
(a)(1,947)
(1,288)
(a)
Total amortization(1,740)
(1,225)

(1,741)
(1,226)


778

542

Income tax expense778

542

Income tax expense
Total amortization (net of tax)(962)
(683)

(963)
(684)


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

($683)


($963)

($684)


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


4454

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive lossincome (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the sixnine months ended JuneSeptember 30, 2014 are as follows:
Amounts reclassified
from AOCI
 Amounts reclassified
from AOCI
 
Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 Income Statement LocationEntergy
Gulf States
Louisiana
 Entergy
Louisiana
 Income Statement Location
(In Thousands) (In Thousands) 
Pension and other postretirement liabilities        
Amortization of prior-service costs
$1,118
 
$1,689
 (a)
$1,677
 
$2,533
 (a)
Amortization of loss(1,563) (756) (a)(2,345) (1,134) (a)
Total amortization(445) 933
 (668) 1,399
 
186
 (344) Income tax expense (benefit)272
 (523) Income tax expense (benefit)
Total amortization (net of tax)(259) 589
 (396) 876
 
        
Total reclassifications for the period (net of tax)
($259) 
$589
 
($396) 
$876
 

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

Total reclassifications out of accumulated other comprehensive lossincome (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the sixnine months ended JuneSeptember 30, 2013 are as follows:
Amounts reclassified
from AOCI
 
Amounts reclassified
from AOCI
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 Income Statement Location
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 Income Statement Location
(In Thousands) (In Thousands) 
Pension and other postretirement liabilities        
Amortization of prior-service costs
$411
 
$124
 (a)
$617
 
$186
 (a)
Amortization of loss(3,892) (2,574) (a)(5,839) (3,862) (a)
Total amortization(3,481) (2,450) (5,222) (3,676) 
1,564
 1,089
 Income taxes2,342
 1,631
 Income taxes
Total amortization (net of tax)(1,917) (1,361) (2,880) (2,045) 
        
Total reclassifications for the period (net of tax)
($1,917) 
($1,361) 
($2,880) 
($2,045) 

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




55

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

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

45

Entergy Corporation and Subsidiaries
Notes to Financial Statements

capacity of the credit facility.  The commitment fee is currently 0.275% of the undrawn commitment amount.  Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation.  The weighted average interest rate for the sixnine months ended JuneSeptember 30, 2014 was 1.92%1.91% on the drawn portion of the facility.  Following is a summary of the borrowings outstanding and capacity available under the facility as of JuneSeptember 30, 2014.2014.
CapacityCapacity Borrowings 
Letters
of Credit
 
Capacity
Available
Capacity Borrowings 
Letters
of Credit
 
Capacity
Available
(In Millions)

$3,500
 
$195
 
$8
 
$3,297
$3,500
 
$245
 
$8
 
$3,247

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

Entergy Corporation has a commercial paper program with a Board-approved program limit of up to $1.5 billion.$1.5 billion.  At JuneSeptember 30, 2014,, Entergy Corporation had $909$776 million of commercial paper outstanding.  The weighted-average interest rate for the sixnine months ended JuneSeptember 30, 2014 was 0.91%0.89%.

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

(a)
The interest rate is the rate as of JuneSeptember 30, 2014 that would most likely apply to outstanding borrowings under the facility.
(b)Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable at Entergy Arkansas’s option.
(c)
The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility.  As of JuneSeptember 30, 2014,, $11 $4 million in letters of credit were outstanding.  
(d)
The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility.  As of JuneSeptember 30, 2014,, $50 $17.9 million in letters of credit were outstanding.  

56

Entergy Corporation and Subsidiaries
Notes to Financial Statements

(e)
The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility.  As of JuneSeptember 30, 2014,, $7.4 $16.4 million in letters of credit were outstanding.  
(f)Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable at Entergy Mississippi’s option.
(g)
The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility.  As of JuneSeptember 30, 2014,, $23.3 $31.4 million in letters of credit were outstanding.  

46

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

In addition, Entergy Mississippi and Entergy New Orleans each entered into an uncommitted letter of credit facility in 2013 as a means to post collateral to support its obligations related to MISO. As of JuneSeptember 30, 2014,, a $9.6$21.8 million letter of credit was outstanding under Entergy Mississippi’s letter of credit facility and a $3.3an $11.8 million letter of credit was outstanding under Entergy New Orleans’s letter of credit facility. As of JuneSeptember 30, 2014,, the letter of credit fee on outstanding letters of credit under the Entergy Mississippi and Entergy New Orleans letter of credit facilities was 1.50%.

The short-term borrowings of the Registrant Subsidiaries are limited to amounts authorized by the FERC.  The current FERC-authorized limits are effective through October 31, 2015.  In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ dependence on external short-term borrowings.  Borrowings from the money pool and external short term borrowings combined may not exceed the FERC-authorized limits.  The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings as of JuneSeptember 30, 2014 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:
Authorized BorrowingsAuthorized Borrowings
(In Millions)(In Millions)
Entergy Arkansas
$250
 
$11
$250 $64
Entergy Gulf States Louisiana
$200
 
$—
$200 $—
Entergy Louisiana
$250
 
$44
$250 $8
Entergy Mississippi
$175
 
$—
$175 $—
Entergy New Orleans
$100
 
$—
$100 $—
Entergy Texas
$200
 
$—
$200 $—
System Energy
$200
 
$—
$200 $—

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas,and System Energy have obtained long-term financing authorizations from the FERC that extend through October 2015. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2016.


47

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

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

57

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Company 
Expiration
Date
 
Amount
of
Facility
 
Weighted
Average
Interest
Rate on Borrowings (a)
 
Amount
Outstanding
as of
June 30,
2014
 
Expiration
Date
 
Amount
of
Facility
 
Weighted
Average
Interest
Rate on Borrowings (a)
 
Amount
Outstanding
as of
September 30,
2014
 
 (Dollars in Millions) 
 (Dollars in Millions)
Entergy Arkansas VIE June 2016 $85 1.58% 
$39.7
 June 2016 $85 1.58% $8.0
Entergy Gulf States Louisiana VIE June 2016 $100 n/a 
$—
 June 2016 $100 n/a $—
Entergy Louisiana VIE June 2016 $90 1.48% 
$26.8
 June 2016 $90 1.46% $66.4
System Energy VIE June 2016 $125 1.63% 
$65.4
 June 2016 $125 1.60% $40.9

(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 Gulf States Louisiana does not issue commercial paper, but borrows directly on its bank credit facility.

Amounts outstanding on the Entergy Gulf States Louisiana nuclear fuel company variable interest entity’s credit facility, if any, are included in long-term debt on its balance sheet and commercial paper outstanding for the other nuclear fuel company variable interest entities is classified as a current liability on the respective balance sheets.  The commitment fees on the credit facilities are 0.10% of the undrawn commitment amount for the Entergy Louisiana and Entergy Gulf States Louisiana VIEs and 0.125% of the undrawn commitment amount for the Entergy Arkansas and System Energy VIEs.  Each credit facility requires the respective lessee of nuclear fuel (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, or Entergy Corporation as guarantor for System Energy) to maintain a consolidated debt ratio of 70% or less of its total capitalization.


48

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The nuclear fuel company variable interest entities had notes payable that are included in debt on the respective balance sheets as of JuneSeptember 30, 2014 as follows:
Company Description Amount
Entergy Arkansas VIE5.69% Series I due July 2014$70 million
Entergy Arkansas VIE 3.23% Series J due July 2016 $55 million
Entergy Arkansas VIE 2.62% Series K due December 2017 $60 million
Entergy Arkansas VIE
3.65% Series L due July 2021
$90 million
Entergy Gulf States Louisiana VIE 3.25% Series Q due July 2017 $75 million
Entergy Gulf States Louisiana VIE 3.38% Series R due August 2020 $70 million
Entergy Louisiana VIE5.69% Series E due July 2014$50 million
Entergy Louisiana VIE 3.30% Series F due March 2016 $20 million
Entergy Louisiana VIE 3.25% Series G due July 2017 $25 million
Entergy Louisiana VIE 3.92% Series H due February 2021 $40 million
System Energy VIE 5.33% Series G due April 2015 $60 million
System Energy VIE 4.02% Series H due February 2017 $50 million
System Energy VIE 3.78% Series I due October 2018 $85 million

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


58

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Debt Issuances and Redemptions

(Entergy Arkansas)

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

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

(Entergy Gulf States Louisiana)

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

(Entergy Louisiana)

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

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

49

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

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

(Entergy Mississippi)

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

(Entergy Texas)

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


59

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Fair Value

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of JuneSeptember 30, 2014 are as follows:
Book Value
of Long-Term Debt
 
Fair Value
of Long-Term Debt (a) (b)
Book Value
of Long-Term Debt
 
Fair Value
of Long-Term Debt (a) (b)
(In Thousands)(In Thousands)
Entergy
$12,618,771
 
$12,852,390

$12,748,708
 
$12,872,518
Entergy Arkansas
$2,409,534
 
$2,251,140

$2,429,578
 
$2,244,612
Entergy Gulf States Louisiana
$1,512,784
 
$1,643,803

$1,622,755
 
$1,746,041
Entergy Louisiana
$3,402,216
 
$3,474,973

$3,368,934
 
$3,414,414
Entergy Mississippi
$1,058,775
 
$1,103,868

$1,058,806
 
$1,098,397
Entergy New Orleans
$225,902
 
$227,329

$225,886
 
$226,115
Entergy Texas
$1,507,817
 
$1,677,135

$1,490,216
 
$1,641,839
System Energy
$710,750
 
$682,562

$710,777
 
$672,972

(a)
The values exclude lease obligations of $132$128 million at Entergy Louisiana and $51$51 million at System Energy, long-term DOE obligations of $181$181 million at Entergy Arkansas, and the note payable to NYPA of $96$97 million at Entergy, and include debt due within one year.
(b)Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 8 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.


50

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of December 31, 2013 were as follows:
 
Book Value
of Long-Term Debt
 
Fair Value
of Long-Term Debt (a) (b)
 (In Thousands)
Entergy
$12,596,244
 
$12,439,785
Entergy Arkansas
$2,405,802
 
$2,142,527
Entergy Gulf States Louisiana
$1,527,465
 
$1,631,308
Entergy Louisiana
$3,219,516
 
$3,148,877
Entergy Mississippi
$1,053,670
 
$1,067,006
Entergy New Orleans
$225,944
 
$217,692
Entergy Texas
$1,556,939
 
$1,726,623
System Energy
$757,436
 
$664,890

(a)
The values exclude lease obligations of $149$149 million at Entergy Louisiana and $97$97 million at System Energy, long-term DOE obligations of $181$181 million at Entergy Arkansas, and the note payable to NYPA of $95$95 million at Entergy, and include debt due within one year.
(b)Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 8 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.



60

Entergy Corporation and Subsidiaries
Notes to Financial Statements

NOTE 5.  STOCK-BASED COMPENSATION (Entergy Corporation)

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

Stock Options

Entergy granted 611,700 stock options during the first quarter 2014 with a weighted-average fair value of $8.71$8.71 per option.  At JuneSeptember 30, 2014,, there are 8,895,0788,785,130 stock options outstanding with a weighted-average exercise price of $81.10.$81.23.  The intrinsic value, which has no effect on net income, of the outstanding stock options is calculated by the difference in the weighted average exercise price of the stock options granted and Entergy Corporation’s common stock price as of JuneSeptember 30, 2014.  Because Entergy’s stock price at September 30, 2014.  The is less than the weighted average exercise price, the aggregate intrinsic value of the stock options outstanding was $8.8 millionas of JuneSeptember 30, 2014. is zero. The intrinsic value of “in the money” stock options is $4.8 million as of September 30, 2014.

The following table includes financial information for stock options for the secondthird quarters of 2014 and 2013:
2014 20132014 2013
(In Millions)(In Millions)
Compensation expense included in Entergy’s net income
$0.8
 
$0.9

$1.0
 
$1.0
Tax benefit recognized in Entergy’s net income
$0.3
 
$0.4

$0.4
 
$0.4
Compensation cost capitalized as part of fixed assets and inventory
$0.1
 
$0.2

$0.2
 
$0.2


51

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table includes financial information for stock options for the sixnine months ended JuneSeptember 30, 2014 and 2013:2013:
2014 20132014 2013
(In Millions)(In Millions)
Compensation expense included in Entergy’s net income
$2.1
 
$2.2

$3.1
 
$3.2
Tax benefit recognized in Entergy’s net income
$0.8
 
$0.9

$1.2
 
$1.3
Compensation cost capitalized as part of fixed assets and inventory
$0.3
 
$0.4

$0.5
 
$0.6

Other Equity Plans

In January 2014 the Board approved and Entergy granted 352,600 restricted stock awards and 226,792 long-term incentive awards under the 2011 Equity Ownership and Long-term Cash Incentive Plan.  The restricted stock awards were made effective as of January 30, 2014 and were valued at $63.17$63.17 per share, which was the closing price of Entergy’s common stock on that date.  One-third of the restricted stock awards will vest upon each anniversary of the grant date.  The long-term incentive awards are granted in the form of performance units, which are equal to the cash value of shares of Entergy Corporation at the end of the performance period, which is the last day of the year.  The performance units were made effective as of January 30, 2014 and were valued at $67.16$67.16 per share.  Entergy considers various factors, primarily market conditions, in determining the value of the performance units.  Shares of the restricted stock awards have the same dividend and voting rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year3-year vesting period.  Shares of the performance units have the same dividend rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year3-year vesting period.

The following table includes financial information for other equity plans for the second quarters of 2014 and 2013:
 2014 2013
 (In Millions)
Compensation expense included in Entergy’s net income
$7.7
 
$5.9
Tax benefit recognized in Entergy’s net income
$3.0
 
$2.3
Compensation cost capitalized as part of fixed assets and inventory
$1.2
 
$1.1

The following table includes financial information for other equity plans for the six months ended June 30, 2014 and 2013:
 2014 2013
 (In Millions)
Compensation expense included in Entergy’s net income
$15.1
 
$11.8
Tax benefit recognized in Entergy’s net income
$5.9
 
$4.6
Compensation cost capitalized as part of fixed assets and inventory
$2.3
 
$1.8




5261

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table includes financial information for other equity plans for the third quarters of 2014 and 2013:
 2014 2013
 (In Millions)
Compensation expense included in Entergy’s net income
$7.6
 
$5.7
Tax benefit recognized in Entergy’s net income
$2.9
 
$2.2
Compensation cost capitalized as part of fixed assets and inventory
$1.2
 
$0.9

The following table includes financial information for other equity plans for the nine months ended September 30, 2014 and 2013:
 2014 2013
 (In Millions)
Compensation expense included in Entergy’s net income
$22.7
 
$17.5
Tax benefit recognized in Entergy’s net income
$8.8
 
$6.8
Compensation cost capitalized as part of fixed assets and inventory
$3.5
 
$2.7


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

Components of Qualified Net Pension Cost

Entergy’s qualified pension cost, including amounts capitalized, for the secondthird quarters of 2014 and 2013, included the following components:
2014 20132014 2013
(In Thousands)(In Thousands)
Service cost - benefits earned during the period
$35,109
 
$44,051

$35,109
 
$43,542
Interest cost on projected benefit obligation72,519
 65,266
72,519
 65,464
Expected return on assets(90,366) (81,748)(90,366) (81,898)
Amortization of prior service cost400
 567
400
 531
Amortization of loss36,274
 54,951
36,274
 54,156
Curtailment loss
 1,304
Net pension costs
$53,936
 
$83,087

$53,936
 
$83,099

Entergy’s qualified pension cost, including amounts capitalized, for the six months ended June 30, 2014 and 2013, included the following components:
 2014 2013
 (In Thousands)
Service cost - benefits earned during the period
$70,218
 
$88,102
Interest cost on projected benefit obligation145,038
 130,532
Expected return on assets(180,732) (163,496)
Amortization of prior service cost800
 1,134
Amortization of loss72,548
 109,902
Net pension costs
$107,872
 
$166,174

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the second quarters of 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$5,023
 
$2,881
 
$3,546
 
$1,523
 
$666
 
$1,285
 
$1,446
Interest cost on projected              
benefit obligation 14,884
 7,278
 9,467
 4,318
 2,041
 4,437
 3,390
Expected return on assets (18,305) (9,488) (11,449) (5,698) (2,505) (5,931) (4,155)
Amortization of loss 8,989
 3,981
 6,131
 2,354
 1,449
 2,339
 2,375
Net pension cost 
$10,591
 
$4,652
 
$7,695
 
$2,497
 
$1,651
 
$2,130
 
$3,056

5362

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy’s qualified pension cost, including amounts capitalized, for the nine months ended September 30, 2014 and 2013, included the following components:
2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$6,371
 
$3,599
 
$4,334
 
$1,842
 
$832
 
$1,637
 
$1,836
Interest cost on projected              
benefit obligation 13,550
 6,657
 8,644
 3,930
 1,849
 4,055
 3,016
Expected return on assets (16,717) (8,734) (10,454) (5,279) (2,270) (5,566) (4,299)
Amortization of prior service cost 6
 2
 21
 2
 
 2
 3
Amortization of loss 12,543
 5,934
 8,727
 3,344
 2,011
 3,373
 2,429
Net pension cost 
$15,753
 
$7,458
 
$11,272
 
$3,839
 
$2,422
 
$3,501
 
$2,985
 2014 2013
 (In Thousands)
Service cost - benefits earned during the period
$105,327
 
$131,644
Interest cost on projected benefit obligation217,557
 195,996
Expected return on assets(271,098) (245,394)
Amortization of prior service cost1,200
 1,665
Amortization of loss108,822
 164,058
Curtailment loss
 1,304
Special termination benefit732
 
Net pension costs
$162,540
 
$249,273

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the six months ended June 30,third quarters of 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 (In Thousands) (In Thousands)
Service cost - benefits earned                            
during the period 
$10,046
 
$5,762
 
$7,092
 
$3,046
 
$1,332
 
$2,570
 
$2,892
 
$5,023
 
$2,881
 
$3,546
 
$1,523
 
$666
 
$1,285
 
$1,446
Interest cost on projected                            
benefit obligation 29,768
 14,556
 18,934
 8,636
 4,082
 8,874
 6,780
 14,884
 7,278
 9,467
 4,318
 2,041
 4,437
 3,390
Expected return on assets (36,610) (18,976) (22,898) (11,396) (5,010) (11,862) (8,310) (18,305) (9,488) (11,449) (5,698) (2,505) (5,931) (4,155)
Amortization of loss 17,978
 7,962
 12,262
 4,708
 2,898
 4,678
 4,750
 8,989
 3,981
 6,131
 2,354
 1,449
 2,339
 2,375
Net pension cost 
$21,182
 
$9,304
 
$15,390
 
$4,994
 
$3,302
 
$4,260
 
$6,112
 
$10,591
 
$4,652
 
$7,695
 
$2,497
 
$1,651
 
$2,130
 
$3,056
2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 (In Thousands) (In Thousands)
Service cost - benefits earned                            
during the period 
$12,742
 
$7,198
 
$8,668
 
$3,684
 
$1,664
 
$3,274
 
$3,672
 
$6,371
 
$3,599
 
$4,334
 
$1,842
 
$832
 
$1,637
 
$1,836
Interest cost on projected  
  
  
  
  
  
  
              
benefit obligation 27,100
 13,314
 17,288
 7,860
 3,698
 8,110
 6,032
 13,550
 6,657
 8,644
 3,930
 1,849
 4,055
 3,016
Expected return on assets (33,434) (17,468) (20,908) (10,558) (4,540) (11,132) (8,598) (16,717) (8,734) (10,454) (5,279) (2,270) (5,566) (4,299)
Amortization of prior service              
cost 12
 4
 42
 4
 
 4
 6
Amortization of prior service cost 6
 2
 21
 2
 
 2
 3
Amortization of loss 25,087
 11,867
 17,454
 6,688
 4,022
 6,746
 4,858
 12,544
 5,933
 8,727
 3,344
 2,011
 3,373
 2,429
Net pension cost 
$31,507
 
$14,915
 
$22,544
 
$7,678
 
$4,844
 
$7,002
 
$5,970
 
$15,754
 
$7,457
 
$11,272
 
$3,839
 
$2,422
 
$3,501
 
$2,985


5463

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the nine months ended September 30, 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$15,069
 
$8,643
 
$10,638
 
$4,569
 
$1,998
 
$3,855
 
$4,338
Interest cost on projected              
benefit obligation 44,652
 21,834
 28,401
 12,954
 6,123
 13,311
 10,170
Expected return on assets (54,915) (28,464) (34,347) (17,094) (7,515) (17,793) (12,465)
Amortization of loss 26,967
 11,943
 18,393
 7,062
 4,347
 7,017
 7,125
Net pension cost 
$31,773
 
$13,956
 
$23,085
 
$7,491
 
$4,953
 
$6,390
 
$9,168

2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
 Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$19,113
 
$10,797
 
$13,002
 
$5,526
 
$2,496
 
$4,911
 
$5,508
Interest cost on projected  
  
  
  
  
  
  
benefit obligation 40,650
 19,971
 25,932
 11,790
 5,547
 12,165
 9,048
Expected return on assets (50,151) (26,202) (31,362) (15,837) (6,810) (16,698) (12,897)
Amortization of prior service              
cost 18
 6
 63
 6
 
 6
 9
Amortization of loss 37,631
 17,800
 26,181
 10,032
 6,033
 10,118
 7,286
Net pension cost 
$47,261
 
$22,372
 
$33,816
 
$11,517
 
$7,266
 
$10,502
 
$8,954

Non-Qualified Net Pension Cost

Entergy recognized $9.1$6.5 million and $5.5$33.1 million in pension cost for its non-qualified pension plans in the secondthird quarters of 2014 and 2013,, respectively. Reflected in the pension cost for non-qualified pension plans in the second quarter third quarters of 2014 and 2013, respectively, is a $4.8$2.3 million and a $28.1 million settlement charge recognized in June 2014 related to the payment of lump sum benefits out of the plan. Entergy recognized $19.1$25.6 million and $10.9$44.1 million in pension cost for its non-qualified pension plans for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively. Reflected in the pension costs for non-qualified pension plans for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively, is a $10.2$12.5 million and a $28.1 million settlement charge recognized in March and June 2014 related to the payment of lump sum benefits out of the plan.

The Registrant Subsidiaries recognized the following pension cost for their employees for their non-qualified pension plans in the secondthird quarters of 2014 and 2013:
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 (In Thousands)
Non-qualified pension cost
 second quarter 2014

$119
 
$33
 
$1
 
$48
 
$24
 
$119
Non-qualified pension cost
 second quarter 2013

$102
 
$37
 
$3
 
$46
 
$22
 
$148
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 (In Thousands)
Non-qualified pension cost
 third quarter 2014

$377
 
$32
 
$1
 
$47
 
$24
 
$129
Non-qualified pension cost
 third quarter 2013

$121
 
$38
 
$3
 
$46
 
$22
 
$560


64

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The Registrant Subsidiaries recognized the following pension cost for their employees for their non-qualified pension plans for the sixnine months ended JuneSeptember 30, 2014 and 2013:
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 (In Thousands)
Non-qualified pension cost
 six months ended
 June 30, 2014

$280
 
$66
 
$2
 
$96
 
$47
 
$244
Non-qualified pension cost
 six months ended
 June 30, 2013

$205
 
$75
 
$6
 
$93
 
$45
 
$297
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 (In Thousands)
Non-qualified pension cost
 nine months ended
 September 30, 2014

$657
 
$98
 
$4
 
$143
 
$70
 
$373
Non-qualified pension cost
 nine months ended
 September 30, 2013

$326
 
$113
 
$9
 
$139
 
$68
 
$857

Reflected in Entergy Arkansas’s non-qualified pension costs in the second quarterthird quarters of 2014 is $11and 2013, respectively, are $274 thousand and$19 thousand in settlement charges recognizedrelated to the payment of lump sum benefits out of the plan. Reflected in JuneEntergy Arkansas’s non-qualified pension costs for the nine months ended September 30, 2014 and 2013, respectively, are $337 thousand and $19 thousand in settlement charges related to the payment of lump sum benefits out of the plan. Reflected in Entergy Arkansas’sTexas’s non-qualified pension costs in the third quarters of 2014 and 2013, respectively, are $10 thousand and $415 thousand in settlement charges related to the payment of lump sum benefits out of the plan. Reflected in Entergy Texas’s non-qualified pension costs for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively, are $62$16 thousand and $6$415 thousand, respectively, in settlement charges recognized in March and June 2014 related to the payment of lump sum benefits out of the plan.


55

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Components of Net Other Postretirement Benefit Cost

Entergy’s other postretirement benefit cost, including amounts capitalized, for the secondthird quarters of 2014 and 2013, included the following components:
 2014 2013
 (In Thousands)
Service cost - benefits earned during the period
$10,873
 
$18,917
Interest cost on accumulated postretirement benefit obligation (APBO)17,960
 19,766
Expected return on assets(11,197) (9,950)
Amortization of prior service credit(7,898) (3,334)
Amortization of loss2,786
 11,304
Net other postretirement benefit cost
$12,524
 
$36,703

Entergy’s other postretirement benefit cost, including amounts capitalized, for the sixnine months ended JuneSeptember 30, 2014 and 2013, included the following components:
2014 20132014 2013
(In Thousands)(In Thousands)
Service cost - benefits earned during the period
$21,746
 
$37,834

$32,619
 
$56,751
Interest cost on accumulated postretirement benefit obligation (APBO)35,920
 39,532
53,880
 59,298
Expected return on assets(22,394) (19,900)(33,591) (29,850)
Amortization of prior service credit(15,796) (6,668)(23,694) (10,002)
Amortization of loss5,572
 22,608
8,358
 33,912
Net other postretirement benefit cost
$25,048
 
$73,406

$37,572
 
$110,109

65

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the third quarters of 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$1,489
 
$1,224
 
$1,130
 
$475
 
$217
 
$595
 
$515
Interest cost on APBO 3,065
 2,095
 2,066
 914
 701
 1,413
 653
Expected return on assets (4,784) 
 
 (1,443) (1,119) (2,590) (932)
Amortization of prior service              
credit (610) (559) (844) (229) (177) (325) (206)
Amortization of loss 317
 303
 378
 37
 14
 200
 111
Net other postretirement              
benefit cost 
($523) 
$3,063
 
$2,730
 
($246) 
($364) 
($707) 
$141
2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$2,414
 
$2,001
 
$2,172
 
$819
 
$447
 
$950
 
$907
Interest cost on APBO 3,360
 2,226
 2,349
 1,074
 785
 1,515
 729
Expected return on assets (4,149) 
 
 (1,317) (1,014) (2,321) (825)
Amortization of prior service              
cost/(credit) (133) (206) (62) (35) 10
 (107) (16)
Amortization of loss 2,041
 1,173
 1,288
 662
 396
 976
 479
Net other postretirement              
benefit cost 
$3,533
 
$5,194
 
$5,747
 
$1,203
 
$624
 
$1,013
 
$1,274
The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the second quarters ofnine months ended September 30, 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 (In Thousands) (In Thousands)
Service cost - benefits earned                            
during the period 
$1,489
 
$1,224
 
$1,130
 
$475
 
$217
 
$595
 
$515
 
$4,467
 
$3,672
 
$3,390
 
$1,425
 
$651
 
$1,785
 
$1,545
Interest cost on APBO 3,065
 2,095
 2,066
 914
 701
 1,413
 653
 9,195
 6,285
 6,198
 2,742
 2,103
 4,239
 1,959
Expected return on assets (4,784) 
 
 (1,443) (1,119) (2,590) (932) (14,352) 
 
 (4,329) (3,357) (7,770) (2,796)
Amortization of prior service                            
credit (610) (559) (844) (229) (177) (325) (206) (1,830) (1,677) (2,532) (687) (531) (975) (618)
Amortization of loss 317
 303
 378
 37
 14
 200
 111
 951
 909
 1,134
 111
 42
 600
 333
Net other postretirement                            
benefit cost 
($523) 
$3,063
 
$2,730
 
($246) 
($364) 
($707) 
$141
 
($1,569) 
$9,189
 
$8,190
 
($738) 
($1,092) 
($2,121) 
$423


5666

Entergy Corporation and Subsidiaries
Notes to Financial Statements

2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
  (In Thousands)
Service cost - benefits earned              
during the period 
$2,414
 
$2,001
 
$2,172
 
$819
 
$447
 
$950
 
$907
Interest cost on APBO 3,360
 2,226
 2,349
 1,074
 785
 1,515
 729
Expected return on assets (4,149) 
 
 (1,317) (1,014) (2,321) (825)
Amortization of prior service              
cost/(credit) (133) (206) (62) (35) 10
 (107) (16)
Amortization of loss 2,042
 1,173
 1,286
 663
 397
 975
 479
Net other postretirement              
benefit cost 
$3,534
 
$5,194
 
$5,745
 
$1,204
 
$625
 
$1,012
 
$1,274
The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the six months ended June 30, 2014 and 2013, included the following components:
2014 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
2013 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
 (In Thousands) (In Thousands)
Service cost - benefits earned                            
during the period 
$2,978
 
$2,448
 
$2,260
 
$950
 
$434
 
$1,190
 
$1,030
 
$7,242
 
$6,003
 
$6,516
 
$2,457
 
$1,341
 
$2,850
 
$2,721
Interest cost on APBO 6,130
 4,190
 4,132
 1,828
 1,402
 2,826
 1,306
 10,080
 6,678
 7,047
 3,222
 2,355
 4,545
 2,187
Expected return on assets (9,568) 
 
 (2,886) (2,238) (5,180) (1,864) (12,447) 
 
 (3,951) (3,042) (6,963) (2,475)
Amortization of prior service                            
credit (1,220) (1,118) (1,688) (458) (354) (650) (412)
cost/(credit) (399) (618) (186) (105) 30
 (321) (48)
Amortization of loss 634
 606
 756
 74
 28
 400
 222
 6,124
 3,520
 3,862
 1,987
 1,189
 2,927
 1,437
Net other postretirement                            
benefit cost 
($1,046) 
$6,126
 
$5,460
 
($492) 
($728) 
($1,414) 
$282
 
$10,600
 
$15,583
 
$17,239
 
$3,610
 
$1,873
 
$3,038
 
$3,822

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


57

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Reclassification out of Accumulated Other Comprehensive Income

Entergy and the Registrant Subsidiaries reclassified the following costs out of accumulated other comprehensive income (before taxes and including amounts capitalized) for the secondthird quarters of 2014 and 2013:
2014 
Qualified
Pension
Costs
 
Other
Postretirement
Costs
 
Non-Qualified
Pension Costs
 Total
  (In Thousands)  
Entergy        
Amortization of prior service cost 
($389) 
$5,570
 
($106) 
$5,075
Amortization of loss (6,734) (1,673) (563) (8,970)
Settlement loss 
 
 (1,386) (1,386)
  
($7,123) 
$3,897
 
($2,055) 
($5,281)
Entergy Gulf States Louisiana        
Amortization of prior service cost 
$—
 
$559
 
$—
 
$559
Amortization of loss (477) (303) (1) (781)
  
($477) 
$256
 
($1) 
($222)
Entergy Louisiana        
Amortization of prior service cost 
$—
 
$845
 
$—
 
$845
Amortization of loss 
 (378) 
 (378)
  
$—
 
$467
 
$—
 
$467

2013
Qualified
Pension
Costs

Other
Postretirement
Costs

Non-Qualified
Pension Costs

Total
2014 
Qualified
Pension
Costs
 
Other
Postretirement
Costs
 
Non-Qualified
Pension Costs
 Total


(In Thousands)

 (In Thousands)  
Entergy







        
Amortization of prior service cost

($503)

$3,007


($121)

$2,383
 
($389) 
$5,570
 
($107) 
$5,074
Amortization of loss
(11,845)
(5,485)
(717)
(18,047) (6,734) (1,673) (545) (8,952)
Settlement loss 
 
 (423) (423)



($12,348)

($2,478)

($838)

($15,664) 
($7,123) 
$3,897
 
($1,075) 
($4,301)
Entergy Gulf States Louisiana







        
Amortization of prior service cost

($1)

$206


$—


$205
 
$—
 
$559
 
$—
 
$559
Amortization of loss
(771)
(1,172)
(2)
(1,945) (478) (303) (1) (782)



($772)

($966)

($2)

($1,740) 
($478) 
$256
 
($1) 
($223)
Entergy Louisiana







        
Amortization of prior service cost

$—


$62


$—


$62
 
$—
 
$844
 
$—
 
$844
Amortization of loss


(1,287)


(1,287) 
 (378) 
 (378)



$—


($1,225)

$—


($1,225) 
$—
 
$466
 
$—
 
$466


5867

Entergy Corporation and Subsidiaries
Notes to Financial Statements

2013
Qualified
Pension
Costs

Other
Postretirement
Costs

Non-Qualified
Pension Costs

Total


(In Thousands)

Entergy







Amortization of prior service cost

($466)

$3,007


($127)

$2,414
Amortization of loss
(11,050)
(5,485)
(644)
(17,179)
Curtailment loss
(1,304)




(1,304)
Settlement loss




(9,662)
(9,662)



($12,820)

($2,478)

($10,433)

($25,731)
Entergy Gulf States Louisiana







Amortization of prior service cost

$—


$206


$—


$206
Amortization of loss
(772)
(1,173)
(2)
(1,947)



($772)

($967)

($2)

($1,741)
Entergy Louisiana







Amortization of prior service cost

$—


$62


$—


$62
Amortization of loss


(1,288)


(1,288)



$—


($1,226)

$—


($1,226)

Entergy and the Registrant Subsidiaries reclassified the following costs out of accumulated other comprehensive income (before taxes and including amounts capitalized) for the sixnine months ended JuneSeptember 30, 2014 and 2013:
2014
Qualified
Pension
Costs

Other
Postretirement
Costs

Non-Qualified
Pension Costs

Total


(In Thousands)

Entergy







Amortization of prior service cost

($778)

$11,141


($210)

$10,153
Amortization of loss
(13,468)
(3,346)
(1,137)
(17,951)
Settlement loss




(2,548)
(2,548)



($14,246)

$7,795


($3,895)

($10,346)
Entergy Gulf States Louisiana







Amortization of prior service cost

$—


$1,118


$—


$1,118
Amortization of loss
(955)
(606)
(2)
(1,563)



($955)

$512


($2)

($445)
Entergy Louisiana







Amortization of prior service cost

$—


$1,689


$—


$1,689
Amortization of loss


(756)


(756)



$—


$933


$—


$933

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





2014
Qualified
Pension
Costs

Other
Postretirement
Costs

Non-Qualified
Pension Costs

Total


(In Thousands)

Entergy







Amortization of prior service cost

($1,167)

$16,711


($317)

$15,227
Amortization of loss
(20,202)
(5,019)
(1,682)
(26,903)
Settlement loss




(2,971)
(2,971)



($21,369)

$11,692


($4,970)

($14,647)
Entergy Gulf States Louisiana







Amortization of prior service cost

$—


$1,677


$—


$1,677
Amortization of loss
(1,433)
(909)
(3)
(2,345)



($1,433)

$768


($3)

($668)
Entergy Louisiana







Amortization of prior service cost

$—


$2,533


$—


$2,533
Amortization of loss


(1,134)


(1,134)



$—


$1,399


$—


$1,399


5968

Entergy Corporation and Subsidiaries
Notes to Financial Statements

2013 Qualified
Pension
Costs
 Other
Postretirement
Costs
 Non-Qualified
Pension Costs
 Total
  (In Thousands)  
Entergy        
Amortization of prior service cost 
($1,472) 
$9,022
 
($375) 
$7,175
Amortization of loss (34,740) (16,455) (2,073) (53,268)
Curtailment loss (1,304) 
 
 (1,304)
Settlement loss 
 
 (9,662) (9,662)
  
($37,516) 
($7,433) 
($12,110) 
($57,059)
Entergy Gulf States Louisiana        
Amortization of prior service cost 
($1) 
$618
 
$—
 
$617
Amortization of loss (2,314) (3,520) (5) (5,839)
  
($2,315) 
($2,902) 
($5) 
($5,222)
Entergy Louisiana        
Amortization of prior service cost 
$—
 
$186
 
$—
 
$186
Amortization of loss 
 (3,862) 
 (3,862)
  
$—
 
($3,676) 
$—
 
($3,676)

Employer Contributions

Based on current assumptions, Entergy expects to contribute $400$399 million to its qualified pension plans in 2014.  As of JuneSeptember 30, 2014,, Entergy had contributed $138.1$320 million to its pension plans.  Based on current assumptions, the Registrant Subsidiaries expect to contribute the following to qualified pension plans for their employees in 2014:2014:
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
Entergy
Louisiana
 
Entergy
Mississippi
 
Entergy
New Orleans
 
Entergy
Texas
 
System
Energy
(In Thousands)(In Thousands)
Expected 2014 pension contributions
$93,999
 
$31,119
 
$53,047
 
$21,540
 
$10,495
 
$18,302
 
$21,388

$95,464
 
$30,176
 
$54,549
 
$21,839
 
$10,509
 
$17,072
 
$21,158
Pension contributions made through June 2014
$32,746
 
$10,377
 
$18,882
 
$7,504
 
$3,641
 
$5,889
 
$7,300
Pension contributions made through September 2014
$76,371
 
$24,217
 
$43,475
 
$17,455
 
$8,408
 
$13,793
 
$16,989
Remaining estimated pension contributions to be made in 2014
$61,253
 
$20,742
 
$34,165
 
$14,036
 
$6,854
 
$12,413
 
$14,088

$19,093
 
$5,959
 
$11,074
 
$4,384
 
$2,101
 
$3,279
 
$4,169


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

Entergy Corporation

Entergy’s reportable segments as of JuneSeptember 30, 2014 are Utility and Entergy Wholesale Commodities.  Utility includes the generation, transmission, distribution, and sale of electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and natural gas utility service in portions of Louisiana.  Entergy Wholesale Commodities includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers.  Entergy Wholesale Commodities

69

Entergy Corporation and Subsidiaries
Notes to Financial Statements

also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.  “All Other” includes the parent company, Entergy Corporation, and other business activity.

Entergy’s segment financial information for the secondthird quarters of 2014 and 2013 is as follows:
 Utility 
Entergy
Wholesale
Commodities*
 All Other Eliminations Entergy Utility 
Entergy
Wholesale
Commodities*
 All Other Eliminations Entergy
 (In Thousands) (In Thousands)
2014                    
Operating revenues 
$2,409,396
 
$577,891
 
$726
 
$8,637
 
$2,996,650
 
$2,852,088
 
$605,740
 
$275
 
$7
 
$3,458,110
Income taxes (benefit) 
$122,884
 
$19,597
 
($13,738) 
$—
 
$128,743
 
$172,188
 
$2,303
 
($12,726) 
$—
 
$161,765
Consolidated net income (loss) 
$212,134
 
$26,463
 
($17,614) 
($26,702) 
$194,281
 
$315,263
 
($32,678) 
($14,793) 
($32,876) 
$234,916
2013                    
Operating revenues 
$2,212,336
 
$533,523
 
$987
 
($8,638) 
$2,738,208
 
$2,732,482
 
$623,321
 
$787
 
($4,631) 
$3,351,959
Income taxes (benefit) 
$98,926
 
($14,567) 
($11,246) 
$—
 
$73,113
 
$170,816
 
($107,337) 
($38,926) 
$—
 
$24,553
Consolidated net income (loss) 
$200,555
 
$11,531
 
($17,636) 
($26,395) 
$168,055
 
$352,303
 
($92,828) 
$11,102
 
($26,395) 
$244,182


60

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy’s segment financial information for the sixnine months endedJune September 30, 2014 and 2013 is as follows:
 Utility 
Entergy
Wholesale
Commodities*
 All Other Eliminations Entergy Utility 
Entergy
Wholesale
Commodities*
 All Other Eliminations Entergy
 (In Thousands) (In Thousands)
2014                    
Operating revenues 
$4,714,100
 
$1,490,013
 
$1,487
 
($107) 
$6,205,493
 
$7,566,187
 
$2,095,752
 
$1,765
 
($101) 
$9,663,603
Income taxes (benefit) 
$237,947
 
$138,474
 
($30,712) 
$—
 
$345,709
 
$410,135
 
$140,777
 
($43,438) 
$—
 
$507,474
Consolidated net income (loss) 
$417,574
 
$268,933
 
($33,076) 
($53,097) 
$600,334
 
$732,838
 
$236,255
 
($47,869) 
($85,974) 
$835,250
2013                    
Operating revenues 
$4,215,777
 
$1,147,256
 
$1,987
 
($17,938) 
$5,347,082
 
$6,948,258
 
$1,770,577
 
$2,775
 
($22,569) 
$8,699,041
Income taxes (benefit) 
$170,001
 
$42,368
 
($22,721) 
$—
 
$189,648
 
$340,817
 
($64,968) 
($61,647) 
$—
 
$214,202
Consolidated net income (loss) 
$328,391
 
$93,646
 
($34,208) 
($52,791) 
$335,038
 
$680,694
 
$818
 
($23,107) 
($79,185) 
$579,220
    
Businesses marked with * are sometimes referred to as the “competitive businesses.”  Eliminations are primarily intersegment activity. Almost all of Entergy’s goodwill is related to the Utility segment.

Registrant Subsidiaries

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



70

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Market Risk

In the normal course of business, Entergy is exposed to a number of market risks.  Market risk is the potential loss that Entergy may incur as a result of changes in the market or fair value of a particular commodity or instrument.  All financial and commodity-related instruments, including derivatives, are subject to market risk including commodity price risk, equity price, and interest rate risk.  Entergy uses derivatives primarily to mitigate commodity price risk, particularly power price and fuel price risk.

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

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 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.

61

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy’s exposure to market risk is determined by a number of factors, including the size, term, composition, and diversification of positions held, as well as market volatility and liquidity.  For instruments such as options, the time period during which the option may be exercised and the relationship between the current market price of the underlying instrument and the option’s contractual strike or exercise price also affects the level of market risk.  A significant factor influencing the overall level of market risk to which Entergy is exposed is its use of hedging techniques to mitigate such risk.  Hedging instruments and volumes are chosen based on ability to mitigate risk associated with future energy and capacity prices; however, other considerations are factored into hedge product and volume decisions including corporate liquidity, corporate credit ratings, counterparty credit risk, hedging costs, firm settlement risk, and product availability in the marketplace.  Entergy manages market risk by actively monitoring compliance with stated risk management policies as well as monitoring the effectiveness of its hedging policies and strategies.  Entergy’s risk management policies limit the amount of total net exposure and rolling net exposure during the stated periods.  These policies, including related risk limits, are regularly assessed to ensure their appropriateness given Entergy’s objectives.

Derivatives

Some derivative instruments are classified as cash flow hedges due to their financial settlement provisions while others are classified as normal purchase/normal sale transactions due to their physical settlement provisions.  Normal purchase/normal sale risk management tools include power purchase and sales agreements, fuel purchase agreements, capacity contracts, and tolling agreements.  Financially-settled cash flow hedges can include natural gas and electricity swaps and options and interest rate swaps.  Entergy may enter into financially-settled swap and option contracts to manage market risk that may or may not be designated as hedging instruments.

Entergy enters into derivatives only to manage natural risks inherent in its physical or financial assets or liabilities.  The maximum length of time over which Entergy is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at JuneSeptember 30, 2014 is approximately 2.52.25 years.  Planned generation currently under contract from Entergy Wholesale Commodities nuclear power plants is 77%75% for the remainder of 2014, of which approximately 60% is sold under financial derivatives and the remainder under normal purchase/normal sale contracts.  Total planned generation for the remainder of 2014 is 2010 TWh.

71


Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy manages fuel price volatility for its Louisiana jurisdictions (Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans) and Entergy Mississippi through the purchase of short-term natural gas swaps that financially settle against NYMEX futures.  These swaps are marked-to-market through fuel expense with offsetting regulatory assets or liabilities.  All benefits or costs of the program are recorded in fuel costs.  The notional volumes of these swaps are based on a portion of projected annual exposure to gas for electric generation and projected winter purchases for gas distribution at Entergy Gulf States Louisiana and Entergy New Orleans.  The total volume of natural gas swaps outstanding as of JuneSeptember 30, 2014 is 24,853,00019,999,000 MMBtu for Entergy, 10,200,0009,400,000 MMBtu for Entergy Gulf States Louisiana, 10,150,0006,690,000 MMBtu for Entergy Louisiana, 4,190,0002,670,000 MMBtu for Entergy Mississippi, and 313,0001,239,000 MMBtu for Entergy New Orleans.  Credit support for these natural gas swaps is covered by master agreements that do not require collateralization based on mark-to-market value, but do carry adequate assurance language that may lead to collateralization requests.

During the second quarter 2014, Entergy participated in the annual FTR auction process for the MISO planning year of June 1, 2014 through May 31, 2015. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Entergy’s customer load. They are not designated as hedging instruments. Entergy initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period prior to settlement. Unrealized gains or losses on FTRs held by Entergy Wholesale Commodities are included in operating revenues. The Utility operating companies recognize regulatory liabilities or assets for unrealized gains or losses on FTRs. The total volume of FTRs outstanding as of JuneSeptember 30, 2014 is 105,29773,378 GWh for Entergy, including 22,73615,935 GWh for Entergy Arkansas, 22,96616,199 GWh for Entergy Gulf States Louisiana, 25,06116,991 GWh for Entergy Louisiana, 13,0539,032 GWh for Entergy Mississippi, 8,0785,846 GWh for Entergy New Orleans, and 13,2649,264 GWh for Entergy Texas. Credit support for FTRs held by the Utility operating companies is covered by cash or letters of credit issued by each Utility operating company as required by MISO. Credit support for FTRs held by Entergy Wholesale Commodities is covered by cash. As of September 30, 2014, no cash collateral was required to be posted.


6272

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of JuneSeptember 30, 2014 are shown in the table below.  Certain investments, including those not designated as hedging instruments, are subject to master netting arrangements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.
Instrument Balance Sheet Location Fair Value (a) Offset (b) Net (c) (d) Business 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) $100 ($93) $7 Entergy Wholesale Commodities Prepayments and other (current portion) $118 ($117) $1 Entergy Wholesale Commodities
Electricity swaps and options Other deferred debits and other assets (non-current portion) $21 ($5) $16 Entergy Wholesale Commodities Other deferred debits and other assets (non-current portion) $21 ($16) $5 Entergy Wholesale Commodities
Liabilities:  
Electricity swaps and options Other current liabilities
(current portion)
 $170 ($113) $57 Entergy Wholesale Commodities Other current liabilities
(current portion)
 $206 ($145) $61 Entergy Wholesale Commodities
Electricity swaps and options Other non-current liabilities (non-current portion) $45 ($7) $38 Entergy Wholesale Commodities Other non-current liabilities (non-current portion) $33 ($14) $19 Entergy Wholesale Commodities
Derivatives not designated as hedging instruments  
Assets:  
Electricity swaps and options Prepayments and other (current portion) $81 ($71) $10 Entergy Wholesale Commodities Prepayments and other (current portion) $93 ($82) $11 Entergy Wholesale Commodities
Electricity swaps and options Other deferred debits and other assets (non-current portion) $2 $1 $3 Entergy Wholesale Commodities Other deferred debits and other assets (non-current portion) $8 ($8) $— Entergy Wholesale Commodities
Natural gas swaps Prepayments and other $3 $— $3 Utility
FTRs Prepayments and other $163 ($19) $144 Utility and Entergy Wholesale Commodities Prepayments and other $92 ($9) $83 Utility and Entergy Wholesale Commodities
Liabilities:  
Electricity swaps and options Other current liabilities(current portion) $75 ($48) $27 Entergy Wholesale Commodities Other current liabilities(current portion) $78 ($54) $24 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) $14 ($10) $4 Entergy Wholesale Commodities
Natural gas swaps Other current liabilities $1 $— $1 Utility

6373

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 2013 are shown in the table below.  Certain investments, including those not designated as hedging instruments, are subject to master netting arrangements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.
Instrument Balance Sheet Location Fair Value (a) Offset (b) Net (c) (d) Business
    (In Millions)  
Derivatives designated as hedging instruments          
Assets:          
Electricity swaps and options Prepayments and other (current portion) $118 ($99) $19 Entergy Wholesale Commodities
Electricity swaps and options Other deferred debits and other assets (non-current portion) $17 ($17) $— Entergy Wholesale Commodities
Liabilities:          
Electricity swaps and options Other current liabilities (current portion) $197 ($131) $66 Entergy Wholesale Commodities
Electricity swaps and options Other non-current liabilities (non-current portion) $46 ($17) $29 Entergy Wholesale Commodities
Derivatives not designated as hedging instruments          
Assets:          
Electricity swaps and options Prepayments and other (current portion) $177 ($122) $55 Entergy Wholesale Commodities
Natural gas swaps Prepayments and other $6 $— $6 Utility
FTRs Prepayments and other $36 ($2) $34 Utility and Entergy Wholesale Commodities
Liabilities:          
Electricity swaps and options Other current liabilities (current portion) $201 ($89) $112 Entergy Wholesale Commodities

(a)Represents the gross amounts of recognized assets/liabilities
(b)Represents the netting of fair value balances with the same counterparty
(c)Represents the net amounts of assets /liabilities presented on the Entergy Consolidated Balance Sheets
(d)
Excludes cash collateral in the amounts of $13$4 million posted as of JuneSeptember 30, 2014 and $47$47 million posted and $4$4 million held as of December 31, 2013,, respectively

6474

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the three months ended JuneSeptember 30, 2014 and 2013 are as follows:
Instrument 
Amount of gain (loss)
recognized in other
comprehensive income
 Income Statement location 
Amount of gain
 reclassified from
AOCI into income
 
Amount of gain (loss)
recognized in other
comprehensive income
 Income Statement location 
Amount of gain
reclassified from
AOCI into income
 (In Millions) (In Millions) (In Millions) (In Millions)
2014  
Electricity swaps and options ($11) Competitive businesses operating revenues $— $8 Competitive businesses operating revenues $13
  
2013  
Electricity swaps and options $54 Competitive businesses operating revenues $4 ($4) Competitive businesses operating revenues $35

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the sixnine months ended JuneSeptember 30, 2014 and 2013 are as follows:
Instrument 
Amount of loss recognized in other
comprehensive income
 Income Statement location 
Amount of gain (loss)
 reclassified from
AOCI into income
 
Amount of loss recognized in other
comprehensive income
 Income Statement location 
Amount of gain (loss)
 reclassified from
AOCI into income

 (In Millions) (In Millions) (In Millions) (In Millions)
2014  
Electricity swaps and options ($185) Competitive businesses operating revenues ($195) ($177) Competitive businesses operating revenues ($182)
  
2013  
Electricity swaps and options ($74) Competitive businesses operating revenues $2 ($78) Competitive businesses operating revenues $38

Electricity over-the-counter instruments that financially settle against day-ahead power pool prices are used to manage price exposure for Entergy Wholesale Commodities generation.  Unrealized gains or losses recorded in other comprehensive income result from hedging power output at the Entergy Wholesale Commodities power plants.  The related gains or losses from hedging power are included in operating revenues when realized. Gains realized on the maturity of cash flow hedges for the three months ended June 30, 2014 were insignificant. Gains totaling approximately $4$13 million and $35 million were realized on the maturity of cash flow hedges, before taxes of $2$5 million, and $13 million, for the three months ended JuneSeptember 30, 2014 and 2013,. respectively. Gains (losses) totaling approximately ($195)182) million and $2$38 million were realized on the maturity of cash flow hedges, before taxes (benefit) of ($68)64) million and $1$14 million,, for the sixnine months ended JuneSeptember 30, 2014 and 2013,, respectively. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the three months ended JuneSeptember 30, 2014 and 2013 was $0.8($1.0) million and $0.8($1.8) million,, respectively. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the sixnine months ended JuneSeptember 30, 2014 and 2013 was $1.8$0.8 million and ($0.5)2.3) million,, respectively. The ineffective portion of cash flow hedges is recorded in competitive businesses operating revenues.

Based on market prices as of JuneSeptember 30, 2014,, unrealized losses recorded in AOCI on cash flow hedges relating to power sales totaled ($108)113) million of net unrealized losses.  Approximately ($76)96) million is expected to be reclassified from AOCI to operating revenues in the next twelve months.  The actual amount reclassified from AOCI, however, could vary due to future changes in market prices.


6575

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations when the current market prices exceed the contracted power prices.  The primary form of collateral to satisfy these requirements is an Entergy Corporation guarantee.  As of JuneSeptember 30, 2014,, derivative contracts with tennine counterparties were in a liability position (approximately $93$96 million total). In addition to the corporate guarantee, $13$4 million in cash collateral was required to be posted. As of JuneSeptember 30, 2013,, derivative contracts with fourfive counterparties were in a liability position (approximately $10$32 million total), but were significantly below the amount of the guarantee provided under the contract and no cash collateral was required. If the Entergy Corporation credit rating falls below investment grade, the effect of the corporate guarantee is typically ignored and Entergy would have to post collateral equal to the estimated outstanding liability under the contract at the applicable date.

Entergy may effectively liquidate a cash flow hedge instrument by entering into a contract offsetting the original hedge, and then de-designating the original hedge in this situation.  Gains or losses accumulated in other comprehensive income prior to de-designation continue to be deferred in other comprehensive income until they are included in income as the original hedged transaction occurs. From the point of de-designation, the gains or losses on the original hedge and the offsetting contract are recorded as assets or liabilities on the balance sheet and offset as they flow through to earnings.

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the three months ended JuneSeptember 30, 2014 and 2013 is as follows:
Instrument Amount of loss
recognized in AOCI
 Income Statement
location
 Amount of gain (loss)
recorded in the income statement
 Amount of gain (loss)
recognized in AOCI
 Income Statement
location
 Amount of gain (loss)
recorded in the income statement
 (In Millions) (In Millions) (In Millions) (In Millions)
2014  
Natural gas swaps  Fuel, fuel-related expenses, and gas purchased for resale(a)$4 $— Fuel, fuel-related expenses, and gas purchased for resale(a)($8)
FTRs  Purchased power expense(b)$89 $— Purchased power expense(b)$47
Electricity swaps and options de-designated as hedged items ($14) Competitive business operating revenues $4 ($9) Competitive business operating revenues ($5)
  
2013  
Natural gas swaps  Fuel, fuel-related expenses, and gas purchased for resale(a)$29 $— Fuel, fuel-related expenses, and gas purchased for resale(a)($1)
Electricity swaps and options de-designated as hedged items ($1) Competitive business operating revenues ($9) $4 Competitive business operating revenues $12

6676

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the sixnine months ended JuneSeptember 30, 2014 and 2013 is as follows:
Instrument
Amount of gain
recognized in AOCI

Income Statement
location

Amount of gain (loss)
recorded in the income statement

Amount of gain (loss)
recognized in AOCI

Income Statement
location

Amount of gain
recorded in the income statement
 (In Millions) (In Millions) (In Millions) (In Millions)
2014 
  
 
Natural gas swaps  Fuel, fuel-related expenses, and gas purchased for resale(a)$21 $— Fuel, fuel-related expenses, and gas purchased for resale(a)$13
FTRs

Purchased power expense(b)$135
$—
Purchased power expense(b)$182
Electricity swaps and options de-designated as hedged items $7 Competitive business operating revenues $25 ($2) Competitive business operating revenues $20
  
2013  
Natural gas swaps  Fuel, fuel-related expenses, and gas purchased for resale(a)$9 $— Fuel, fuel-related expenses, and gas purchased for resale(a)$8
Electricity swaps and options de-designated as hedged items $— Competitive business operating revenues ($10) $4 Competitive business operating revenues $2

(a)Due to regulatory treatment, the natural gas swaps are marked-to-market through fuel, fuel-related expenses, and gas purchased for resale and then such amounts are simultaneously reversed and recorded as an offsetting regulatory asset or liability.  The gains or losses recorded as fuel expenses when the swaps are settled are recovered or refunded through fuel cost recovery mechanisms.
(b)Due to regulatory treatment, the changes in the estimated fair value of FTRs 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 FTRs for the Utility operating companies are settled are recovered or refunded through fuel cost recovery mechanisms.


77

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of JuneSeptember 30, 2014 are as follows:
Instrument Balance Sheet Location Fair Value (a) Registrant
    (In Millions)  
Assets:      
Natural gas swapsGas hedge contracts$1.2Entergy Gulf States Louisiana
Natural gas swapsGas hedge contracts$1.5Entergy Louisiana
Natural gas swapsPrepayments and other$0.6Entergy Mississippi
FTRs Prepayments and other $3.00.5 Entergy Arkansas
FTRs Prepayments and other $47.226.8 Entergy Gulf States Louisiana
FTRs Prepayments and other $23.614.7 Entergy Louisiana
FTRs Prepayments and other $12.76.1 Entergy Mississippi
FTRs Prepayments and other $8.56.0 Entergy New Orleans
FTRs Prepayments and other $47.827.5 Entergy Texas
Liabilities:
Natural gas swapsOther current liabilities$0.5Entergy Gulf States Louisiana
Natural gas swapsOther current liabilities$0.3Entergy Louisiana
Natural gas swapsOther current liabilities$0.1Entergy Mississippi
Natural gas swapsOther current liabilities$0.1Entergy New Orleans


67

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of December 31, 2013 are as follows:
Instrument Balance Sheet Location Fair Value (a) Registrant
    (In Millions)  
Assets:      
Natural gas swaps Gas hedge contracts 
$2.2
 Entergy Gulf States Louisiana
Natural gas swaps Gas hedge contracts 
$2.9
 Entergy Louisiana
Natural gas swaps Prepayments and other 
$0.7
 Entergy Mississippi
Natural gas swaps Prepayments and other 
$0.1
 Entergy New Orleans
       
FTRs Prepayments and other 
$6.7
 Entergy Gulf States Louisiana
FTRs Prepayments and other 
$5.7
 Entergy Louisiana
FTRs Prepayments and other 
$1.0
 Entergy Mississippi
FTRs Prepayments and other 
$2.0
 Entergy New Orleans
FTRs Prepayments and other 
$18.4
 Entergy Texas

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

6878

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the three months ended JuneSeptember 30, 2014 and 2013 are as follows:
Instrument Income Statement Location Amount of gain
(loss) recorded
in the income statement
 Registrant
    (In Millions)  
2014      
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $1.4($3.4) Entergy Gulf States Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $2.2($3.7) Entergy Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $0.6($1.6) Entergy Mississippi
       
FTRs Purchased power expense $6.74.9 Entergy Arkansas
FTRs Purchased power expense $26.110.6 Entergy Gulf States Louisiana
FTRs Purchased power expense $12.413.4 Entergy Louisiana
FTRs Purchased power expense $4.53.3 Entergy Mississippi
FTRs Purchased power expense $3.35.1 Entergy New Orleans
FTRs Purchased power expense $33.49.8 Entergy Texas
       
2013      
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $9.0($0.4) Entergy Gulf States Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $12.2($0.7) Entergy Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $7.9($0.3) Entergy Mississippi
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale ($0.1) Entergy New Orleans




6979

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the sixnine months ended JuneSeptember 30, 2014 and 2013 are as follows:
Instrument
Income Statement Location
Amount of gain
(loss) recorded
in the income statement

Registrant
    (In Millions)  
2014   
  
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $8.24.8 Entergy Gulf States Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $10.26.5 Entergy Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $2.20.6 Entergy Mississippi
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $0.7 Entergy New Orleans
       
FTRs Purchased power expense $11.816.7 Entergy Arkansas
FTRs Purchased power expense $35.145.7 Entergy Gulf States Louisiana
FTRs Purchased power expense $20.433.8 Entergy Louisiana
FTRs Purchased power expense $12.315.6 Entergy Mississippi
FTRs Purchased power expense $6.311.4 Entergy New Orleans
FTRs Purchased power expense $46.256.0 Entergy Texas
       
2013      
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $2.82.4 Entergy Gulf States Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $3.93.2 Entergy Louisiana
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale $2.52.2 Entergy Mississippi
Natural gas swaps Fuel, fuel-related expenses, and gas purchased for resale ($0.1)0.2) Entergy New Orleans

Fair Values

The estimated fair values of Entergy’s financial instruments and derivatives are determined using historical prices, bid prices, market quotes, and financial modeling.  Considerable judgment is required in developing the estimates of fair value.  Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange.  Gains or losses realized on financial instruments other than those instruments held by the Entergy Wholesale Commodities business are reflected in future rates and therefore do not affect net income. Entergy considers the carrying amounts of most financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments.

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


7080

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Level 1 - Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  Level 1 primarily consists of individually owned common stocks, cash equivalents (temporary cash investments, securitization recovery trust account, and escrow accounts), debt instruments, and gas hedge contracts.  Cash equivalents includes all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at the date of purchase.

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

-    quoted prices for similar assets or liabilities in active markets;
-    quoted prices for identical assets or liabilities in inactive markets;
-    inputs other than quoted prices that are observable for the asset or liability; or
-inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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

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

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

The amounts reflected as the fair value of electricity swaps are based on the estimated amount that the contracts are in-the-money at the balance sheet date (treated as an asset) or out-of-the-money at the balance sheet date (treated as a liability) and would equal the estimated amount receivable to or payable by Entergy if the contracts were settled

7181

Entergy Corporation and Subsidiaries
Notes to Financial Statements

at that date.  These derivative contracts include cash flow hedges that swap fixed for floating cash flows for sales of the output from the Entergy Wholesale Commodities business.  The fair values are based on the mark-to-market comparison between the fixed contract prices and the floating prices determined each period from quoted forward power market prices.  The differences between the fixed price in the swap contract and these market-related prices multiplied by the volume specified in the contract and discounted at the counterparties’ credit adjusted risk free rate are recorded as derivative contract assets or liabilities.  For contracts that have unit contingent terms, a further discount is applied based on the historical relationship between contract and market prices for similar contract terms.

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

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

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


7282

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following tables set forth, by level within the fair value hierarchy, Entergy’s assets and liabilities that are accounted for at fair value on a recurring basis as of JuneSeptember 30, 2014 and December 31, 2013.2013.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$501
 
$—
 
$—
 
$501
 
$978
 
$—
 
$—
 
$978
Decommissioning trust funds (a):                
Equity securities 426
 2,767
(b)
 3,193
 435
 2,739
(b)
 3,174
Debt securities 837
 1,135
 
 1,972
 856
 1,150
 
 2,006
Power contracts 
 
 36
 36
 
 
 17
 17
Securitization recovery trust account 39
 
 
 39
 51
 
 
 51
Escrow accounts 90
 
 
 90
 360
 
 
 360
Gas hedge contracts 3
 
 
 3
FTRs 
 
 144
 144
 
 
 83
 83
 
$1,896
 
$3,902
 
$180
 
$5,978
 
$2,680
 
$3,889
 
$100
 
$6,669
Liabilities:                
Power contracts 
$—
 
$—
 
$124
 
$124
 
$—
 
$—
 
$108
 
$108
Gas hedge contracts 1
 


 1
 
$1
 
$—


$108
 
$109

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

(a)The decommissioning trust funds hold equity and fixed income securities. Equity securities are invested to approximate the returns of major market indices.  Fixed income securities are held in various governmental and corporate securities.  See Note 9 to the financial statements herein for additional information on the investment portfolios.
(b)Commingled equity funds may be redeemed bi-monthly.


7383

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table sets forth a reconciliation of changes in the net assets (liabilities) for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the three months ended JuneSeptember 30, 2014 and 2013:2013:
 2014 2013
 (In Millions)
Balance as of April 1,
($61) 
$52
Realized losses included in earnings(28) (8)
Unrealized gains (losses) included in earnings35
 (2)
Unrealized gains included in OCI2
 45
Unrealized gains included as a regulatory liability/asset85
 
Issuances of FTRs121
 
Purchases3
 
Settlements(101) (4)
Balance as of June 30,
$56
 
$83
 2014 2013
 Power Contracts FTRs Power Contracts
 (In Millions)
Balance as of July 1,
($88) 
$144
 
$83
Realized losses included in earnings(10) 
 (5)
Unrealized gains included in earnings4
 1
 11
Unrealized gains (losses) included in OCI37
 
 (4)
Unrealized losses included as a regulatory liability/asset
 (14) 
Purchases7
 
 
Settlements(41) (48) (36)
Balance as of September 30,
($91) 
$83
 
$49

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 sixnine months ended JuneSeptember 30, 2014 and 2013:2013:
2014 2013

2014
2013Power Contracts FTRs Power Contracts

(In Millions)(In Millions)
Balance as of January 1,
($98) 
$178

($133) 
$34
 
$178
Realized losses included in earnings(59) (22)(69) 
 (27)
Unrealized gains included in earnings88
 3
90
 3
 14
Unrealized losses included in OCI(220) (74)(182) 
 (78)
Unrealized gains included as a regulatory liability/asset122
 

 108
 
Issuances of FTRs121
 

 121
 
Purchases8
 
15
 
 
Settlements94
 (2)188
 (183) (38)
Balance as of June 30,
$56
 
$83
Balance as of September 30,
($91) 
$83
 
$49

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 JuneSeptember 30, 2014:2014:
Transaction Type 
Fair Value
as of
June 30,
2014
 
Significant
Unobservable Inputs
 
Range
from
Average
%
 
Effect on
Fair Value
 
Fair Value
as of
September 30,
2014
 
Significant
Unobservable Inputs
 
Range
from
Average
%
 
Effect on
Fair Value
 (In Millions) (In Millions) (In Millions) (In Millions)
Electricity swaps ($71) Unit contingent discount +/-3% ($2) ($120) Unit contingent discount +/-3% ($4)
Electricity options ($17) Implied volatility +/-101% $28 $29 Implied volatility +/-69% $30


7484

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The following table sets forth an analysis of each of the types of unobservable inputs impacting the fair value of items classified as Level 3 within the fair value hierarchy, and the sensitivity to changes to those inputs:
Significant
Unobservable
Input
 Transaction Type Position Change to Input 
Effect on
Fair Value
Unit contingent discount Electricity swaps Sell Increase (Decrease) Decrease (Increase)
Implied volatility Electricity options Sell Increase (Decrease) Increase (Decrease)
Implied volatility Electricity options Buy Increase (Decrease) Increase (Decrease)

The following table sets forth, by level within the fair value hierarchy, the Registrant Subsidiaries’ assets that are accounted for at fair value on a recurring basis as of JuneSeptember 30, 2014 and December 31, 2013.2013.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

Entergy Arkansas
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Decommissioning trust funds (a):                
Equity securities 
$2.7
 
$478.3
(b)
$—
 
$481.0
 
$4.9
 
$457.9
(b)
$—
 
$462.8
Debt securities 51.8
 213.4
 
 265.2
 67.0
 215.3
 
 282.3
Securitization recovery trust account 4.3
 
 
 4.3
 8.3
 
 
 8.3
Escrow accounts 12.2
 
 
 12.2
 12.2
 
 
 12.2
FTRs 
 
 3.0
 3.0
 
 
 0.5
 0.5
 
$71.0
 
$691.7
 
$3.0
 
$765.7
 
$92.4
 
$673.2
 
$0.5
 
$766.1

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


7585

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Gulf States Louisiana
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$30.1
 
$—
 
$—
 
$30.1
 
$121.4
 
$—
 
$—
 
$121.4
Decommissioning trust funds (a):                
Equity securities 13.1
 365.6
(b)
 378.7
 12.1
 367.4
(b)
 379.5
Debt securities 76.0
 152.9
 
 228.9
 78.6
 155.6
 
 234.2
Escrow accounts 21.5
 
 
 21.5
 90.0
 
 
 90.0
Gas hedge contracts 1.2
 
 
 1.2
FTRs 
 
 47.2
 47.2
 
 
 26.8
 26.8
 
$141.9
 
$518.5
 
$47.2
 
$707.6
 
$302.1
 
$523.0
 
$26.8
 
$851.9
        
Liabilities:        
Gas hedge contracts 
$0.5
 
$—
 
$—
 
$0.5
        

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

Entergy Louisiana
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$2.6
 
$—
 
$—
 
$2.6
 
$2.6
 
$—
 
$—
 
$2.6
Decommissioning trust funds (a):                
Equity securities 6.5
 223.5
(b)
 230.0
 7.5
 223.4
(b)
 230.9
Debt securities 65.3
 71.3
 
 136.6
 64.4
 73.0
 
 137.4
Escrow accounts 200.0
 
 
 200.0
Securitization recovery trust account 3.4
 
 
 3.4
 10.4
 
 
 10.4
Gas hedge contracts 1.5
 
 
 1.5
FTRs 
 
 23.6
 23.6
 
 
 14.7
 14.7
 
$79.3
 
$294.8
 
$23.6
 
$397.7
 
$284.9
 
$296.4
 
$14.7
 
$596.0
        
Liabilities:        
Gas hedge contracts 
$0.3
 
$—
 
$—
 
$0.3


7686

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Entergy Mississippi
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$15.7
 
$—
 
$—
 
$15.7
 
$30.3
 
$—
 
$—
 
$30.3
Escrow accounts 41.8
 
 
 41.8
 41.8
 
 
 41.8
Gas hedge contracts 0.6
 
 
 0.6
FTRs 
 
 12.7
 12.7
 
 
 6.1
 6.1
 
$58.1
 
$—
 
$12.7
 
$70.8
 
$72.1
 
$—
 
$6.1
 
$78.2
        
Liabilities:        
Gas hedge contracts 
$0.1
 
$—
 
$—
 
$0.1

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

Entergy New Orleans
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:                
Temporary cash investments 
$15.6
 
$—
 
$—
 
$15.6
 
$37.7
 
$—
 
$—
 
$37.7
Escrow accounts 14.1
 
 
 14.1
 16.2
 
 
 16.2
FTRs 
 
 8.5
 8.5
 
 
 6.0
 6.0
 
$29.7
 
$—
 
$8.5
 
$38.2
 
$53.9
 
$—
 
$6.0
 
$59.9
        
Liabilities:        
Gas hedge contracts 
$0.1
 
$—
 
$—
 
$0.1


7787

Entergy Corporation and Subsidiaries
Notes to Financial Statements

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

Entergy Texas
2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In Millions) (In Millions)
Assets:
                
Temporary cash investments 
$10.8
 
$—
 
$—
 
$10.8
 
$38.0
 
$—
 
$—
 
$38.0
Securitization recovery trust account 31.2
 
 
 31.2
 32.1
 
 
 32.1
FTRs 
 
 47.8
 47.8
 
 
 27.5
 27.5
 
$42.0
 
$—
 
$47.8
 
$89.8
 
$70.1
 
$—
 
$27.5
 
$97.6

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

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

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

(a)The decommissioning trust funds hold equity and fixed income securities. Equity securities are invested to approximate the returns of major market indices.  Fixed income securities are held in various governmental

78

Entergy Corporation and Subsidiaries
Notes to Financial Statements

and corporate securities.  See Note 9 to the financial statements herein for additional information on the investment portfolios.
(b)Commingled equity funds may be redeemed bi-monthly.

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

Entergy
Arkansas

Entergy
Gulf States
Louisiana

Entergy
Louisiana

Entergy
Mississippi

Entergy
New
Orleans

Entergy
Texas
 (In Millions)


















Balance as of April 1,
$2.7


$5.4


$3.0


$4.8


$1.0


$7.4
Issuances of FTRs4.2

37.3

21.5

15.2

8.3

33.2
Unrealized gains (losses) included as a regulatory liability/asset2.8

30.6

11.5

(2.8)
2.5

40.6
Settlements(6.7)
(26.1)
(12.4)
(4.5)
(3.3)
(33.4)
Balance as of June 30,
$3.0


$47.2


$23.6


$12.7


$8.5


$47.8

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 six months ended June 30, 2014.
 Entergy
Arkansas
 Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 Entergy
Mississippi
 Entergy
New
Orleans
 Entergy
Texas
 (In Millions)
            
Balance as of January 1,
$—
 
$6.7
 
$5.7
 
$1.0
 
$2.0
 
$18.4
Issuances of FTRs4.2
 37.3
 21.5
 15.2
 8.3
 33.2
Unrealized gains included as a regulatory liability/asset10.6
 38.3
 16.8
 8.8
 4.5
 42.4
Settlements(11.8) (35.1) (20.4) (12.3) (6.3) (46.2)
Balance as of June 30,
$3.0
 
$47.2
 
$23.6
 
$12.7
 
$8.5
 
$47.8


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

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

Entergy records decommissioning trust funds on the balance sheet at their fair value.  Because of the ability of the Registrant Subsidiaries to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the Registrant Subsidiaries have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets.  For the nonregulated portion of River Bend,

79

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Gulf States Louisiana has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits.  Decommissioning trust funds for Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment.  Accordingly, unrealized gains recorded on the assets in these trust funds are recognized in the accumulated other comprehensive income component of shareholders’ equity because these assets are classified as available-for-sale.  Unrealized losses (where cost exceeds fair market value) on the assets in these trust funds are also recorded in the accumulated other comprehensive income component of shareholders’ equity unless the unrealized loss is other than temporary and therefore recorded in earnings.  Generally, Entergy records realized gains and losses on its debt and equity securities using the specific identification method to determine the cost basis of its securities.

The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$3,193
 
$1,409
 
$1
Debt Securities 1,972
 67
 8
Total 
$5,165
 
$1,476
 
$9
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2013      
Equity Securities 
$3,073
 
$1,260
 
$—
Debt Securities 1,830
 47
 29
Total 
$4,903
 
$1,307
 
$29

Deferred taxes on unrealized gains/(losses) are recorded in other comprehensive income for the decommissioning trusts which do not meet the criteria for regulatory accounting treatment as described above. Unrealized gains/(losses) above are reported before deferred taxes of $365 million and $329 million as of June 30, 2014 and December 31, 2013, respectively.  The amortized cost of debt securities was $1,921 million as of June 30, 2014 and $1,843 million as of December 31, 2013.  As of June 30, 2014, the debt securities have an average coupon rate of approximately 3.33%, an average duration of approximately 5.41 years, and an average maturity of approximately 7.93 years.  The equity securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index or the Russell 3000 Index.


80

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of June 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$7
 
$1
 
$171
 
$1
More than 12 months
 
 242
 7
Total
$7
 
$1
 
$413
 
$8

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$892
 
$24
More than 12 months
 
 60
 5
Total
$—
 
$—
 
$952
 
$29

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

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$91
 
$83
1 year - 5 years812
 752
5 years - 10 years612
 620
10 years - 15 years169
 169
15 years - 20 years60
 52
20 years+228
 154
Total
$1,972
 
$1,830

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

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

81

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Arkansas

Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$481.0
 
$238.4
 
$—
Debt Securities 265.2
 6.5
 1.5
Total 
$746.2
 
$244.9
 
$1.5
       
2013      
Equity Securities 
$463.3
 
$214.0
 
$—
Debt Securities 247.6
 5.3
 5.2
Total 
$710.9
 
$219.3
 
$5.2

The amortized cost of debt securities was $260.2 million as of June 30, 2014 and $248.9 million as of December 31, 2013.  As of June 30, 2014, the debt securities have an average coupon rate of approximately 2.68%, an average duration of approximately 4.83 years, and an average maturity of approximately 5.52 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of June 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$30.9
 
$0.1
More than 12 months
 
 54.2
 1.4
Total
$—
 
$—
 
$85.1
 
$1.5

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$153.2
 
$4.8
More than 12 months
 
 6.9
 0.4
Total
$—
 
$—
 
$160.1
 
$5.2

82

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$5.6
 
$8.1
1 year - 5 years131.1
 110.9
5 years - 10 years116.4
 118.0
10 years - 15 years3.3
 3.9
15 years - 20 years1.0
 0.9
20 years+7.8
 5.8
Total
$265.2
 
$247.6

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

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

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$378.7
 
$161.1
 
$—
Debt Securities 228.9
 10.7
 0.9
Total 
$607.6
 
$171.8
 
$0.9
       
2013      
Equity Securities 
$370.8
 
$141.8
 
$—
Debt Securities 202.9
 7.4
 3.5
Total 
$573.7
 
$149.2
 
$3.5

The amortized cost of debt securities was $222.8 million as of June 30, 2014 and $199.1 million as of December 31, 2013.  As of June 30, 2014, the debt securities have an average coupon rate of approximately 4.46%, an average duration of approximately 5.81 years, and an average maturity of approximately 9.46 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.


83

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of June 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$8.2
 
$—
More than 12 months
 
 30.7
 0.9
Total
$—
 
$—
 
$38.9
 
$0.9

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$91.9
 
$3.1
More than 12 months
 
 4.6
 0.4
Total
$—
 
$—
 
$96.5
 
$3.5

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$5.9
 
$7.9
1 year - 5 years53.2
 51.2
5 years - 10 years83.6
 75.5
10 years - 15 years55.8
 55.8
15 years - 20 years6.0
 4.6
20 years+24.4
 7.9
Total
$228.9
 
$202.9

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

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


84

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of June 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$230.0
 
$107.5
 
$—
Debt Securities 136.6
 6.0
 0.7
Total 
$366.6
 
$113.5
 
$0.7
       
2013      
Equity Securities 
$224.2
 
$96.1
 
$—
Debt Securities 123.1
 4.7
 1.9
Total 
$347.3
 
$100.8
 
$1.9

The amortized cost of debt securities was $131.5 million as of June 30, 2014 and $120.6 million as of December 31, 2013.  As of June 30, 2014, the debt securities have an average coupon rate of approximately 3.09%, an average duration of approximately 5.06 years, and an average maturity of approximately 7.98 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of June 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$7.2
 
$—
More than 12 months
 
 21.2
 0.7
Total
$—
 
$—
 
$28.4
 
$0.7

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$38.3
 
$1.7
More than 12 months
 
 1.7
 0.2
Total
$—
 
$—
 
$40.0
 
$1.9

85

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$7.8
 
$14.8
1 year - 5 years54.4
 41.9
5 years - 10 years42.5
 37.0
10 years - 15 years6.7
 6.6
15 years - 20 years7.8
 6.2
20 years+17.4
 16.6
Total
$136.6
 
$123.1

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

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

System Energy
2014 Level 1 Level 2 Level 3 Total
  (In Millions)
Assets:        
Temporary cash investments 
$134.3
 
$—
 
$—
 
$134.3
Decommissioning trust funds (a):        
Equity securities 2.5
 401.9
(b)
 404.4
Debt securities 188.2
 58.1
 
 246.3
  
$325.0
 
$460.0
 
$—
 
$785.0

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

(a)The decommissioning trust funds hold equity and fixed income securities. Equity securities are invested to approximate the returns of major market indices.  Fixed income securities are held in various governmental

88

Entergy Corporation and Subsidiaries
Notes to Financial Statements

and corporate securities.  See Note 9 to the financial statements herein for additional information on the investment portfolios.
(b)Commingled equity funds may be redeemed bi-monthly.

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

Entergy
Arkansas

Entergy
Gulf States
Louisiana

Entergy
Louisiana

Entergy
Mississippi

Entergy
New
Orleans

Entergy
Texas
 (In Millions)
Balance as of July 1,
$3.0


$47.2


$23.6


$12.7


$8.5


$47.8
Unrealized gains (losses) included as a regulatory liability/asset2.4

(9.8)
4.5

(3.3)
2.6

(10.5)
Settlements(4.9)
(10.6)
(13.4)
(3.3)
(5.1)
(9.8)
Balance as of September 30,
$0.5


$26.8


$14.7


$6.1


$6.0


$27.5

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 nine months ended September 30, 2014.
 Entergy
Arkansas
 Entergy
Gulf States
Louisiana
 Entergy
Louisiana
 Entergy
Mississippi
 Entergy
New
Orleans
 Entergy
Texas
 (In Millions)
Balance as of January 1,
$—
 
$6.7
 
$5.7
 
$1.0
 
$2.0
 
$18.4
Issuances of FTRs4.2
 37.3
 21.5
 15.2
 8.3
 33.2
Unrealized gains included as a regulatory liability/asset13.0
 28.5
 21.3
 5.5
 7.1
 31.9
Settlements(16.7) (45.7) (33.8) (15.6) (11.4) (56.0)
Balance as of September 30,
$0.5
 
$26.8
 
$14.7
 
$6.1
 
$6.0
 
$27.5


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

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

Entergy records decommissioning trust funds on the balance sheet at their fair value.  Because of the ability of the Registrant Subsidiaries to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the Registrant Subsidiaries have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets.  For the nonregulated portion of River Bend, Entergy Gulf States Louisiana has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits.  Decommissioning trust funds for Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment.  Accordingly, unrealized gains recorded on the assets in these trust

89

Entergy Corporation and Subsidiaries
Notes to Financial Statements

funds are recognized in the accumulated other comprehensive income component of shareholders’ equity because these assets are classified as available-for-sale.  Unrealized losses (where cost exceeds fair market value) on the assets in these trust funds are also recorded in the accumulated other comprehensive income component of shareholders’ equity unless the unrealized loss is other than temporary and therefore recorded in earnings.  Generally, Entergy records realized gains and losses on its debt and equity securities using the specific identification method to determine the cost basis of its securities.

The securities held as of September 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$3,174
 
$1,385
 
$1
Debt Securities 2,006
 61
 10
Total 
$5,180
 
$1,446
 
$11
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2013      
Equity Securities 
$3,073
 
$1,260
 
$—
Debt Securities 1,830
 47
 29
Total 
$4,903
 
$1,307
 
$29

Deferred taxes on unrealized gains/(losses) are recorded in other comprehensive income for the decommissioning trusts which do not meet the criteria for regulatory accounting treatment as described above. Unrealized gains/(losses) above are reported before deferred taxes of $361 million and $329 million as of September 30, 2014 and December 31, 2013, respectively.  The amortized cost of debt securities was $1,957 million as of September 30, 2014 and $1,843 million as of December 31, 2013.  As of September 30, 2014, the debt securities have an average coupon rate of approximately 3.27%, an average duration of approximately 5.40 years, and an average maturity of approximately 8.11 years.  The equity securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index or the Russell 3000 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$23
 
$1
 
$427
 
$3
More than 12 months
 
 211
 7
Total
$23
 
$1
 
$638
 
$10


90

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$892
 
$24
More than 12 months
 
 60
 5
Total
$—
 
$—
 
$952
 
$29

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

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$45
 
$83
1 year - 5 years818
 752
5 years - 10 years666
 620
10 years - 15 years166
 169
15 years - 20 years70
 52
20 years+241
 154
Total
$2,006
 
$1,830

During the three months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $465 million and $284 million, respectively.  During the three months ended September 30, 2014 and 2013, gross gains of $11 million and $3 million, respectively, and gross losses of $2 million and $4 million, respectively, were reclassified out of other comprehensive income or other regulatory liabilities/assets into earnings.

During the nine months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $1,447 million and $1,064 million, respectively.  During the nine months ended September 30, 2014 and 2013, gross gains of $23 million and $25 million, respectively, and gross losses of $5 million and $7 million, respectively, were reclassified out of other comprehensive income or other regulatory liabilities/assets into earnings.

91

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Arkansas

Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of JuneSeptember 30, 2014 and December 31, 2013 are summarized as follows:
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
 (In Millions) (In Millions)
2014            
Equity Securities 
$403.6
 
$171.4
 
$—
 
$462.8
 
$227.4
 
$—
Debt Securities 241.6
 5.0
 0.3
 282.3
 5.3
 2.1
Total 
$645.2
 
$176.4
 
$0.3
 
$745.1
 
$232.7
 
$2.1
            
2013            
Equity Securities 
$380.0
 
$150.8
 
$—
 
$463.3
 
$214.0
 
$—
Debt Securities 223.9
 3.5
 1.8
 247.6
 5.3
 5.2
Total 
$603.9
 
$154.3
 
$1.8
 
$710.9
 
$219.3
 
$5.2

The amortized cost of debt securities was $236.8$279.1 million as of JuneSeptember 30, 2014 and $223.4$248.9 million as of December 31, 2013.2013.  As of JuneSeptember 30, 2014,, the debt securities have an average coupon rate of approximately 2.16%2.62%, an average duration of approximately 4.334.82 years, and an average maturity of approximately 5.935.43 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.


86

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of JuneSeptember 30, 2014:2014:
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
Losses
(In Millions)(In Millions)
Less than 12 months
$—
 
$—
 
$28.1
 
$—

$4.5
 
$—
 
$94.5
 
$0.6
More than 12 months
 
 14.7
 0.3

 
 52.0
 1.5
Total
$—
 
$—
 
$42.8
 
$0.3

$4.5
 
$—
 
$146.5
 
$2.1


92

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:2013:
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
Losses
(In Millions)(In Millions)
Less than 12 months
$—
 
$—
 
$121.7
 
$1.7

$—
 
$—
 
$153.2
 
$4.8
More than 12 months
 
 0.9
 0.1

 
 6.9
 0.4
Total
$—
 
$—
 
$122.6
 
$1.8

$—
 
$—
 
$160.1
 
$5.2

The fair value of debt securities, summarized by contractual maturities, as of JuneSeptember 30, 2014 and December 31, 2013 are as follows:
2014 20132014 2013
(In Millions)(In Millions)
less than 1 year
$17.7
 
$5.5

$11.5
 
$8.1
1 year - 5 years152.3
 144.9
122.6
 110.9
5 years - 10 years44.7
 44.3
136.4
 118.0
10 years - 15 years1.3
 9.3
3.3
 3.9
15 years - 20 years3.5
 1.6
1.0
 0.9
20 years+22.1
 18.3
7.5
 5.8
Total
$241.6
 
$223.9

$282.3
 
$247.6

During the three months ended JuneSeptember 30, 2014 and 2013,, proceeds from the dispositions of securities amounted to $101.3$85.1 million and $65.6$30.3 million,, respectively.  During the three months ended JuneSeptember 30, 2014 and 2013,, gross gains of $0.4$8.1 million and $0.8$0.6 million,, respectively, and gross losses of $0.1$13 thousand and $0.1 million, and $0.3 million, respectively were reclassified out of other regulatory liabilities/assets into earnings.

During the sixnine months ended JuneSeptember 30, 2014 and 2013,, proceeds from the dispositions of securities amounted to $231.6$155.4 million and $91.2$173.4 million,, respectively.  During the sixnine months ended JuneSeptember 30, 2014 and 2013,, gross gains of $1.4$8.5 million and $0.8$9.3 million,, respectively, and gross losses of $0.3$0.3 million and $0.4$0.2 million,, respectively were reclassified out of other regulatory liabilities/assets into earnings.


8793

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$379.5
 
$161.0
 
$—
Debt Securities 234.2
 10.8
 0.7
Total 
$613.7
 
$171.8
 
$0.7
       
2013      
Equity Securities 
$370.8
 
$141.8
 
$—
Debt Securities 202.9
 7.4
 3.5
Total 
$573.7
 
$149.2
 
$3.5

The amortized cost of debt securities was $225 million as of September 30, 2014 and $199.1 million as of December 31, 2013.  As of September 30, 2014, the debt securities have an average coupon rate of approximately 4.40%, an average duration of approximately 5.81 years, and an average maturity of approximately 10.22 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$0.6
 
$—
 
$16.7
 
$0.1
More than 12 months
 
 21.8
 0.6
Total
$0.6
 
$—
 
$38.5
 
$0.7


94

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$91.9
 
$3.1
More than 12 months
 
 4.6
 0.4
Total
$—
 
$—
 
$96.5
 
$3.5

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$6.1
 
$7.9
1 year - 5 years57.0
 51.2
5 years - 10 years74.1
 75.5
10 years - 15 years45.1
 55.8
15 years - 20 years13.8
 4.6
20 years+38.1
 7.9
Total
$234.2
 
$202.9

During the three months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $52.5 million and $19.5 million, respectively.  During the three months ended September 30, 2014 and 2013, gross gains of $0.5 million and $0.3 million, respectively, and gross losses of $0.1 million and $0.02 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the nine months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $127.9 million and $66.2 million, respectively.  During the nine months ended September 30, 2014 and 2013, gross gains of $1.2 million and $6.6 million, respectively, and gross losses of $0.3 million and $0.03 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.


95

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$230.9
 
$106.3
 
$—
Debt Securities 137.4
 5.5
 0.7
Total 
$368.3
 
$111.8
 
$0.7
       
2013      
Equity Securities 
$224.2
 
$96.1
 
$—
Debt Securities 123.1
 4.7
 1.9
Total 
$347.3
 
$100.8
 
$1.9

The amortized cost of debt securities was $132.6 million as of September 30, 2014 and $120.6 million as of December 31, 2013.  As of September 30, 2014, the debt securities have an average coupon rate of approximately 3.04%, an average duration of approximately 5.06 years, and an average maturity of approximately 8.05 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$0.4
 
$—
 
$25.0
 
$0.1
More than 12 months
 
 17.4
 0.6
Total
$0.4
 
$—
 
$42.4
 
$0.7


96

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$38.3
 
$1.7
More than 12 months
 
 1.7
 0.2
Total
$—
 
$—
 
$40.0
 
$1.9

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$5.0
 
$14.8
1 year - 5 years57.9
 41.9
5 years - 10 years41.9
 37.0
10 years - 15 years6.2
 6.6
15 years - 20 years8.3
 6.2
20 years+18.1
 16.6
Total
$137.4
 
$123.1

During the three months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $6.2 million and $2.7 million, respectively.  During the three months ended September 30, 2014 and 2013, gross gains of $0.03 million and $0.01 million, respectively, and gross losses of $3.7 thousand and $0.01 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the nine months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $35.9 million and $12.2 million, respectively.  During the nine months ended September 30, 2014 and 2013, gross gains of $0.2 million and $0.06 million, respectively, and gross losses of $7.8 thousand and $0.03 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.


97

Entergy Corporation and Subsidiaries
Notes to Financial Statements

System Energy

System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2014 and December 31, 2013 are summarized as follows:
  
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
  (In Millions)
2014      
Equity Securities 
$404.4
 
$169.2
 
$—
Debt Securities 246.3
 4.2
 0.6
Total 
$650.7
 
$173.4
 
$0.6
       
2013      
Equity Securities 
$380.0
 
$150.8
 
$—
Debt Securities 223.9
 3.5
 1.8
Total 
$603.9
 
$154.3
 
$1.8

The amortized cost of debt securities was $242.7 million as of September 30, 2014 and $223.4 million as of December 31, 2013.  As of September 30, 2014, the debt securities have an average coupon rate of approximately 2.03%, an average duration of approximately 4.31 years, and an average maturity of approximately 5.76 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2014:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$0.9
 
$—
 
$92.2
 
$0.4
More than 12 months
 
 7.8
 0.2
Total
$0.9
 
$—
 
$100.0
 
$0.6


98

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2013:
 Equity Securities Debt Securities
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 (In Millions)
Less than 12 months
$—
 
$—
 
$121.7
 
$1.7
More than 12 months
 
 0.9
 0.1
Total
$—
 
$—
 
$122.6
 
$1.8

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2014 and December 31, 2013 are as follows:
 2014 2013
 (In Millions)
less than 1 year
$6.3
 
$5.5
1 year - 5 years164.0
 144.9
5 years - 10 years50.7
 44.3
10 years - 15 years1.3
 9.3
15 years - 20 years2.8
 1.6
20 years+21.2
 18.3
Total
$246.3
 
$223.9

During the three months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $101.4 million and $53.4 million, respectively.  During the three months ended September 30, 2014 and 2013, gross gains of $0.2 million and $0.1 million, respectively, and gross losses of $0.2 million and $0.8 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the nine months ended September 30, 2014 and 2013, proceeds from the dispositions of securities amounted to $333.0 million and $144.6 million, respectively.  During the nine months ended September 30, 2014 and 2013, gross gains of $1.6 million and $0.9 million, respectively, and gross losses of $0.5 million and $1.2 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

Other-than-temporary impairments and unrealized gains and losses

Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy evaluate unrealized losses at the end of each period to determine whether an other-than-temporary impairment has occurred.  The assessment of whether an investment in a debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs.  Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss).  Entergy did not have any material other-than-temporary impairments relating to credit losses on debt securities for the three and sixnine months ended JuneSeptember 30, 2014 and 2013.2013.  The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.  Entergy’s trusts are managed

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by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments.  Entergy did not record material charges to other income in the three and sixnine months ended JuneSeptember 30, 2014 and 2013,, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.


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

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

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


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

Construction Expenditures in Accounts Payable

Construction expenditures included in accounts payable at JuneSeptember 30, 2014 are $146.6$136.3 million for Entergy, $54.0$24.0 million for Entergy Arkansas, $24.2$18.7 million for Entergy Gulf States Louisiana, $19.4$11.7 million for Entergy Louisiana, $0.7$3.7 million for Entergy Mississippi, $0.3$0.1 million for Entergy New Orleans, $7.4$6.9 million for Entergy Texas, and $10.4$9.7 million for System Energy.  Construction expenditures included in accounts payable at December 31, 2013 are $166$166 million for Entergy, $61.9$61.9 million for Entergy Arkansas, $13.1$13.1 million for Entergy Gulf States Louisiana, $31.1$31.1 million for Entergy Louisiana, $2.8$2.8 million for Entergy Mississippi, $1.7$1.7 million for Entergy New Orleans, $10.9$10.9 million for Entergy Texas, and $6.7$6.7 million for System Energy.

Impairment of Long-Lived Assets

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

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

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

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a Certificate of Public Good authorizing Vermont Yankee to operate until December 31, 2014.  In May 2014 the VPSB denied a motion that had been filed by one of the intervenors to amend its approval order. In the settlement agreement, Entergy Vermont Yankee agreed to complete and shall provide to the Vermont parties by December 31, 2014, a site assessment study of the costs and tasks of radiological decommissioning, spent nuclear fuel management, and site restoration of Vermont Yankee.  Entergy Vermont Yankee also agreed that it shall file its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC no sooner than sixty days after completing the site assessment study.  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.  Impairment charges are recorded as a separate line item in Entergy’s consolidated statements of income for 2014 and 2013 and this impairment charge is included within the results of the Entergy Wholesale Commodities segment.


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

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

Entergy Louisiana and System Energy are each considered to hold a variable interest in the lessors from which they lease, respectively, undivided interests representing approximately 9.3% of the Waterford 3 and 11.5% of the Grand Gulf nuclear plants.  Entergy Louisiana and System Energy are the lessees under these arrangements, which are described in more detail in Note 10 to the financial statements in the Form 10-K.  Entergy Louisiana made payments on its lease, including interest, of $22.7$8.3 million and $18.5$7.8 million in the sixthree months ended JuneSeptember 30, 2014 and 2013,, respectively. Entergy Louisiana made payments on its lease, including interest, of $31 million and $26.3 million in the nine months ended September 30, 2014 and 2013, respectively. System Energy made payments on its lease, including interest, of $51.6$3.7 million and $46.8 million in the sixthree months ended JuneSeptember 30, 20142013. System Energy made payments on its lease, including interest, of $51.6 million and $50.5 million in the nine months ended September 30, 2014 and 2013,, respectively.


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

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

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

In the third quarter 2014, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Vermont Yankee.   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 1 to the financial statements in the Form 10-K and Note 11 to the financial statements herein for further discussion of the Vermont Yankee plant.

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

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

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Part I, Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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


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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013
 
Net income decreased by $11.5$19.6 million primarily due to higher other operation and maintenance expenses and lower net revenue, partially offset by higher other income.
Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net income decreased by $17.4 million primarily due to higher other operation and maintenance expenses and higher depreciation and amortization expenses, partially offset by higher net revenue.
Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

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

Net Revenue
 
SecondThird Quarter2014 Compared to SecondThird Quarter2013

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.charges (credits).  Following is an analysis of the change in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:
 Amount
 (In Millions)
2013 net revenue
$325.5407.8
Reserve equalizationVolume/weather9.3(17.9
)
Asset retirement obligation8.4(9.6)
Reserve equalization3.7
Transmission revenue5.7
Retail electric price6.111.8
Volume/weatherOther(4.84.9)
Net wholesale revenue(5.3)
MISO deferral(11.1)
Other1.4
2014 net revenue
$329.5396.6

The volume/weather variance is primarily due to a decrease of 159 GWh, or 3%, in billed electricity usage primarily due to the effect of less favorable weather on residential and commercial sales as compared to the same period in prior year.
The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge for the difference between the trust earnings plus asset retirement obligation-related costs collected in revenue and asset retirement obligation-related expenses.  The variance for the third quarter 2014 compared to the third quarter 2013 is primarily caused by an increase in the regulatory charge because of an increase in decommissioning trust earnings.

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


The asset retirement obligation affects net revenue because
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Entergy Arkansas, records a regulatory credit for the difference between asset retirement obligation-related expensesInc. and trust earnings plus asset retirement obligation-related costs collected in revenue. Subsidiaries
Management's Financial Discussion and Analysis

The transmission revenue variance for the second quarter 2014 compared to the second quarter 2013 is primarily caused by an increasedue to changes as a result of participation in the regulatory credits because of a decreaseMISO RTO in decommissioning trust earnings.2014.

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2013. This increase was partially offset by2014, and the effect of the APSC’s order in the 2013 rate case, including a MISO rider to provide customers credits in rates for transmission revenue received through MISO offset by an annual base rate increase effective January 2014. Energy efficiency revenues are largely offset by costs

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

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

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

The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred since March 2010 related to the transitionpurchased power expenses, and implementation of joining the MISO RTO.other regulatory charges (credits)

Gross operating revenues and fuel and purchased power expenses

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

a decrease of $27$37.3 million in rider revenues due to the absence of System Agreement production cost equalization revenue as compared to the same period in 2013. These revenues are offset in deferred fuel expenses. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the FERC orders in the System Agreement production cost equalization proceedings; and
the decrease in volume/weather, as discussed above; and
a decrease of $11.9 million in gross wholesale revenues due to decreased sales to municipal customers and
affiliated customers as a result of contract changes and Entergy Arkansas’s exit from the System Agreement, partially offset by higher wholesale revenue due to higher average price and sales in the MISO market in 2014.

The decrease was partially offset by an increase of $13.6 million in fuel cost recovery revenues as a result of higher fuel rates and the increase in retail electric price, as discussed above.

Fuel and purchased power expenses decreased primarily due to:

a decrease in the recovery from customers of deferred fuel costs due to higher fuel and purchased power costs and System Agreement production cost equalization paymentsrevenues in 2013; and
a higher volume of lower-priced nuclear generation in 2014 as a result of the ANO extended outage in 2013.

The decrease was substantially offset by an increase in deferred fuel expense due to an increase in the recovery of fuel costs and increases in the average market prices of natural gas and purchased power.

SixOther regulatory charges increased primarily due to higher deferred gains in 2014 on decommissioning trust fund investments.


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Nine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing the sixnine months ended JuneSeptember 30, 2014 to the sixnine months ended JuneSeptember 30, 2013:
 Amount
 (In Millions)
2013 net revenue
$614.3
Reserve equalization14.21,022.2
Retail electric price12.924.6
Asset retirement obligationReserve equalization11.017.9
Volume/weatherTransmission revenue3.610.9
MISO deferral(11.1)
Volume/weather(14.2)
Net wholesale revenue(13.115.5)
Other2.1(4.3
)
2014 net revenue
$633.91,030.5

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


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The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2013.  Energy efficiency revenues are largely offset by costs included in other operation2013 and maintenance expensesJuly 2014, and have minimal effect on net income. This increase was partially offset by the effect of the APSC’s order in the 2013 rate case, including a MISO rider to provide customers credits in rates for transmission revenue received through MISO offset by an annual base rate increase effective January 2014. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income. See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case.

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

The volume/weatherreserve equalization variance is primarily due to an increasethe absence of 372 GWh, or 4%, in billed electricity usage primarily in the residential and commercial sectors including the effect of more favorable weatherreserve equalization expenses as compared to the same period in prior year.2013 resulting from Entergy Arkansas’s exit from the System Agreement.

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred sincefrom March 2010 through December 2012 related to the transition and implementation of joining the MISO RTO.

The volume/weather variance is primarily due to a decrease in sales volume in the unbilled sales period, partially offset by an increase of 213 GWh, or 1%, in billed electricity usage primarily in the residential sector.

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

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

Gross operating revenues decreased primarily due to:

a decrease of $56.7$94 million in rider revenues due to the absence of System Agreement production cost equalization revenue as compared to the same period in 2013. These revenues are offset in deferred fuel expenses. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the FERC orders in the System Agreement production cost equalization proceedings; and
a decrease of $7.9$29.6 million in gross wholesale revenues due to decreased sales to municipal customers and affiliated customers as a result of contract changes and Entergy Arkansas’s exit from the System Agreement, partially offset by higher wholesale revenue due to higher average price and sales in the MISO market in 2014; and
the decrease in volume/weather, as discussed above.

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The decrease was partially offset by:

the increase in retail electric price, as discussed above;
an increase of $5.7 million in fuel cost recovery revenues as a result of lowerhigher fuel rates.rates; and

The decrease was partially offset byan increase of $5 million in rider revenues primarily due to an increase in the increases in retail electric price and volume/weather, as discussed above.Grand Gulf rate effective January 2014.

Fuel and purchased power expenses decreased primarily due to:

a decrease in the recovery from customers of deferred fuel costs due to lower fuel rates and System Agreement production cost equalization paymentsrevenues in 2013; and
a higher volume of lower-priced nuclear generation in 2014 as a result of the ANO extended outage in 2013.

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

Other regulatory credits decreased primarily due to the deferral of prior period MISO costs in April 2013, as discussed above.

Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses increased primarily due to:

an increase of $6.7 million in nuclear generation expenses primarily due to a higher level of capitalization of nuclear labor costs in 2013 as a result of the generator stator incident at ANO;
an increase of $6.6$10.7 million in energy efficiency costs.  These costs are recovered through the energy efficiency rider and have a minimal effect on net income;
an increase of $7.8 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, higher NRC fees, and higher materials costs;
an increase of $3.4 million due to an increase in storm damage accruals effective January 2014, as approved by the APSC;
an increase of $2 million due to administration fees in 2014 related to participation in the MISO RTO;
an increase of $1.8 million due to the amortization in 2014 of costs deferred in 2013 related to the transition and implementation of joining the MISO RTO, as discussed above; and
an increase of $1.8 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statements in the Form 10-K for further discussion of the deferral of these costs.

The increase was partially offset by:

a decrease of $3.8 million in compensation and benefits costs primarily due to an increase in the discount rates
used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $2.8 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.
Other income increased due to higher earnings in 2014 on decommissioning trust fund investments. There is no effect on net income as the trust fund earnings are offset by a corresponding amount of regulatory charges.

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Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Other operation and maintenance expenses increased primarily due to:

an increase of $3.3$23.5 million in energy efficiency costs. These costs are recovered through the energy efficiency rider and have a minimal effect on net income;
an increase of $19 million in nuclear generation expenses primarily due to higher nuclear labor costs, including contract labor, and higher NRC fees;
an increase of $10.5 million due to increasesan increase in storm damage accruals effective January 2014, as approved by the APSC;
an increase of $5.6 million due to administration fees in 2014 related to participation in the MISO RTO;
an increase of $5.3 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statementsin the Form 10-K for further discussion of the deferral of these costs;
an increase of $4.2 million due to the amortization in 2014 of costs deferred in 2013 related to the transition and implementation of joining the MISO RTO, as discussed above; and
the effects in 2013 of recording the final court decision in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.2 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense;
an increase of $2.1 million in transmission expenses primarily due to vegetation maintenance and higher transmission service expenses;
an increase of $1.7 million due to administration fees in 2014 related to participation in the MISO RTO;
an increase of $1.6 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statements in the Form 10-K for further discussion of the deferral of these costs;
an increase of $1.6 million in fossil-fueled generation expenses primarily due to higher plant outage costs in 2014; and
an increase of $1.2 million due to the amortization in 2014 of costs deferred in 2013 related to the transition and implementation of joining the MISO RTO, as discussed above.expense.

The increase was partially offset by:

a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See“ANO Damage and Outage” below for further discussion of the incident;
a decrease of $4.7 million in compensation and benefits costs primarily due to an increase in the discount rates
used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $3.1 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
several individually insignificant items.

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

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

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Other operation and maintenance expenses increased primarily due to:

an increase of $12.8 million in energy efficiency costs. These costs are recovered through the energy efficiency rider and have a minimal effect on net income;
an increase of $7.2 million in nuclear generation expenses primarily due to a higher level of capitalization of nuclear labor costs in 2013 as a result of the generator stator incident at ANO;
an increase of $7.1 million due to an increase in storm damage accruals effective January 2014, as approved by the APSC;
an increase of $3.6 million due to administration fees in 2014 related to participation in the MISO RTO;
the effects in 2013 of recording the final court decision in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.2 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense;

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an increase of $3.2 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statementsin the Form 10-K for further discussion of the deferral of these costs; and
an increase of $2.6 million due to higher transmission service expense in 2014.

The increase was partially offset by:

a decrease of $14 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See“ANO Damage and Outage” below for further discussion of the incident;
a decrease of $10.2$14.4 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and fewer employees.a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $4.7$11 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage and Outage” below for further discussion of the incident;
a decrease of $7.5 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
a decrease of $4.3 million related to a true-up to the 2013 energy efficiency filing for fixed costs to be collected from customers in 2014.customers.

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

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

Income Taxes
    
The effective income tax rate was 43.5%41.4% for the secondthird quarter 2014 and 43.1%42.3% for the sixnine months ended JuneSeptember 30, 2014. The differences in the effective income tax rates for the secondthird quarter 2014 and the sixnine months ended JuneSeptember 30, 2014 versus the federal statutory rate of 35% were primarily due to state income taxes, certain book and tax differences related to utility plant items, and the provision for uncertain tax positions, partially offset by book and tax differences related to the allowance for equity funds used during construction.

The effective income tax rate was 43.4%40.6% for the secondthird quarter 2013 and 44.7%42.3% for the sixnine months ended JuneSeptember 30, 2013. The differences in the effective income tax rates for the secondthird quarter 2013 and the sixnine months ended JuneSeptember 30, 2013 versus the federal statutory rate of 35% were primarily due to state income taxes, certain book and

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tax differences related to utility plant items, and the provision for uncertain tax positions, partially offset by book and tax differences related to the allowance for equity funds used during construction.

ANO Damage, Outage, and OutageNRC Reviews

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

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Entergy Arkansas is assessingpursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. Entergy is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants, including ANO. NEIL has notified Entergy that it believes that a $50 million course of construction sublimit applies to any loss associated with the lifting apparatus failure and stator drop at ANO. Entergy has responded that it disagrees with NEIL’s position and is evaluating its options for enforcing its rights under the policy. On July 12, 2013, Entergy Arkansas filed a complaint in the Circuit Court in Pope County, Arkansas against the owner of the heavy-lifting apparatus that collapsed, an engineering firm, a contractor, and certain individuals asserting claims of breach of contract, negligence, and gross negligence in connection with their responsibility for the stator drop. During 2014, Entergy Arkansas collected $33$40 million from NEIL and is pursuing additional recoveries due under the policy.

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

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

In September 2014 the NRC issued an inspection report on the flood barrier effectiveness issue that was still under review at the time of the March 2014 inspection report. While Entergy believes that the flood barrier issue that led to the finding have been addressed at ANO, the NRC will still assess the safety significance of the deficiencies. In its September 2014 inspection report, the NRC discussed a preliminary finding of “yellow with substantial safety significance” for the Unit 1 and Unit 2 auxiliary and emergency diesel fuel storage buildings.  The NRC indicated that

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these preliminary findings may warrant additional regulatory oversight.  Entergy requested a public regulatory conference regarding the inspection, and the conference was held on October 28, 2014. During the regulatory conference, Entergy presented information related to the facts and assumptions used by the NRC in arriving at its preliminary finding of “yellow with substantial safety significance.” The NRC can consider this information as it works to finalize its assessment of the safety significance of the flood barrier issue.

If the NRC’s final assessment of the flood barrier issue remains yellow, ANO would likely be placed into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. Placement into this column would require significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with the flood barrier issue, 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.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$127,022
 
$34,533

$127,022
 
$34,533
Cash flow provided by (used in):

  


  
Operating activities105,057
 15,047
199,435
 201,757
Investing activities(247,982) (312,498)(401,834) (435,244)
Financing activities47,874
 305,920
87,204
 244,017
Net increase (decrease) in cash and cash equivalents(95,051) 8,469
(115,195) 10,530
Cash and cash equivalents at end of period
$31,971
 
$43,002

$11,827
 
$45,063

Operating Activities

Net cash flow provided by operating activities decreased $2.3 million for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to:

a decrease in the recovery of fuel and purchased power costs including a $68 million System Agreement bandwidth remedy payment made in May 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period and a $33.7 million System Agreement bandwidth remedy 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. See Note 2 to the financial statements herein and in the Form 10-K for a discussion of the System Agreement bandwidth remedy payment;
an increase of $54.6 million in pension contributions in 2014. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding;
proceeds of $38 million received in 2013 from the U.S. Department of Energy resulting from litigation regarding the storage of spent nuclear fuel; and
the timing of payments to vendors.


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Operating ActivitiesThe decrease was partially offset by:

Net cash flow provided by operating activities increased $90 million for the six months endedJune 30, 2014 compared to the six months endedJune 30, 2013 primarily due to:
a decrease of $209.7 million in income tax payments of $209.8 million.payments. Entergy Arkansas made income tax payments of $211.4 million in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments in 2013 resulted primarily from the reversal of temporary differences for which Entergy Arkansas had previously claimed a tax deduction;
approximately $25$27 million in spending in 2013 related to the generator stator incident at ANO, as discussed above; and
$8.810.7 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

The increase was partially offset by:

a $68 million System Agreement bandwidth remedy payment made in May 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period;
an increase of $24.7 million in pension contributions in 2014; andabove;
a decrease of $8.2 million in interest paid in 2014;
the recoverytiming of fuelcollections from customers; and purchased power costs.

See Note 2$22.6 million in storm restoration spending in 2013 resulting from the December 2012 winter storm which caused significant damage to the financial statements herein and in the Form 10-K for a discussion of the System Agreement bandwidth remedy payment. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pensionEntergy Arkansas’s distribution lines, equipment, poles and other postretirement benefits funding.facilities.

Investing Activities

Net cash flow used in investing activities decreased $64.5$33.4 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

money pool activity;
approximately $41$68 million in spending in 2013 related to the generator stator incident at ANO, as discussed above;
money pool activity; and
$24.229.3 million in insurance proceeds received in the first quarter 2014 for property damages related to the generator stator incident at ANO, as discussed above.

The decrease was partially offset by:

fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle; and
an increase of $6.9 millionin construction expenditures, including an increase in storm restoration spending in 2014.2014 of approximately $15 million; and
proceeds of $10.3 million received in 2013 from the U.S. Department of Energy resulting from litigation regarding the storage of spent nuclear fuel.

Decreases in Entergy Arkansas’s receivable from the money pool are a source of cash flow, and Entergy Arkansas’s receivable from the money pool decreased by $17.5 million for the sixnine months endedJune September 30, 2014 compared to increasing by $75.8$45.3 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.


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Financing Activities

Net cash flow provided by financing activities decreased by $258$156.8 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

to the net issuance of $250$20.2 million of 3.05% Series first mortgage bondslong-term debt in May 2013; and
2014 compared to the net issuance of $125$280.8 million of 4.75% Series first mortgage bondslong-term debt in June 2013.

The decrease was partially offset by:

the retirement, at maturity, of $30 million of 9% Series H notes by the Entergy Arkansas nuclear fuel company variable interest entity in June 2013;money pool activity;
the net borrowings of $39.7$8 million on the Entergy Arkansas nuclear fuel company variable interest entity credit facility in 2014 compared to net repayments of $6.8$16.6 million in 2013; and

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common stock dividends of $15 million paid in 2013; and
money pool activity.2013.

Increases in Entergy Arkansas’s payable to the money pool are a source of cash flow, and Entergy Arkansas’s payable to the money pool increased by $11$63.7 million for the sixnine months ended JuneSeptember 30, 2014.

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

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

Capital Structure

Entergy Arkansas’s capitalization is balanced between equity and debt, as shown in the following table.  
June 30,
 2014
 
December 31,
2013
September 30,
 2014
 
December 31,
2013
Debt to capital56.4% 56.7%55.5% 56.7%
Effect of excluding the securitization bonds(0.8%) (0.9%)(0.8%) (0.9%)
Debt to capital, excluding securitization bonds (a)55.6% 55.8%54.7% 55.8%
Effect of subtracting cash(0.3%) (1.4%)(0.1%) (1.4%)
Net debt to net capital, excluding securitization bonds (a)55.3% 54.4%54.6% 54.4%

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

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Arkansas uses the debt to capital ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Arkansas’s financial condition because the securitization bonds are non-recourse to Entergy Arkansas, as more fully described in Note 5 to the financial statements in the Form 10-K.  Entergy Arkansas also uses the net debt to net capital ratio excluding securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Arkansas’s financial condition because net debt indicates Entergy Arkansas’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.


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Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources"in the Form 10-K for a discussion of Entergy Arkansas’s uses and sources of capital. Following are additional updates to the information provided in the Form 10-K. Entergy Arkansas is developing its capital investment plan for 2015 through 2017 and currently anticipates making $1.8 billion in capital investments during that period. The preliminary estimate includes amounts associated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, system improvements, 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.

Following are the current amounts of Entergy Arkansas’s planned construction and other capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$135
 
$145
 
$180
Transmission130
 195
 135
Distribution235
 160
 160
Other25
 15
 15
Total
$525
 
$515
 
$490

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

Entergy Arkansas’s receivables from or (payables to) the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
($11,019) $17,531 $83,877 $8,035
September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
($63,677) $17,531 $53,375 $8,035

See Note 4 to the financial statements in the Form 10-K 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 March 2019. The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility. As of September 30, 2014, there were no cash borrowings and $4 million of letters of credit outstanding under the credit facility.  Entergy Arkansas also has a $20 million credit facility scheduled to expire in April 2015. As of June 30, 2014, thereNo borrowings were no cash borrowings and $11 million of letters of credit outstanding under the credit facilities.facility as of September 30, 2014. See Note 4 to the financial statements herein for additional discussion of the credit facilities.

The Entergy Arkansas nuclear fuel company variable interest entity has a credit facility in the amount of $85$85 million scheduled to expire in June 2016.2016.  As of JuneSeptember 30, 2014,, $39.7 $8.0 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the Entergy Arkansas nuclear fuel company variable interest entity.  See Note 4 to the financial statements herein for additional discussion of the nuclear fuel company variable interest entity credit facility.

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

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



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State and Local Rate Regulation and Fuel-Cost Recovery

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

Retail Rates

As discussed in the Form 10-K, the APSC issued an order in Entergy Arkansas’s 2013 base rate filing in December 2013. 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. The revised rates are effective for all bills rendered after December 31, 2013 and were implemented in the first billing cycle of October 2014.

Production Cost Allocation Rider

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


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Federal Regulation

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

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

Nuclear Decommissioning Costs

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


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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESCONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
        
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 2014 2013 2014 2013 2014 2013 2014 2013
 (In Thousands) (In Thousands) (In Thousands) (In Thousands)
OPERATING REVENUES                
Electric 
$511,522
 
$508,653
 
$1,026,503
 
$1,051,045
 
$627,153
 
$647,671
 
$1,653,656
 
$1,698,716
                
OPERATING EXPENSES                
Operation and Maintenance:                
Fuel, fuel-related expenses, and gas purchased for resale 16,922
 60,077
 109,075
 207,850
 86,932
 113,523
 196,007
 321,373
Purchased power 173,623
 131,593
 292,471
 237,907
 141,042
 131,736
 433,513
 369,643
Nuclear refueling outage expenses 9,499
 8,088
 18,176
 19,628
 12,541
 9,403
 30,717
 29,031
Other operation and maintenance 158,711
 148,888
 297,256
 290,508
 170,868
 147,513
 468,124
 438,021
Decommissioning 11,729
 10,680
 22,915
 21,197
 11,938
 10,847
 34,853
 32,044
Taxes other than income taxes 21,526
 21,518
 43,434
 44,770
 26,081
 24,303
 69,515
 69,073
Depreciation and amortization 59,108
 55,340
 116,829
 113,976
 59,805
 58,083
 176,634
 172,059
Other regulatory credits - net (8,566) (8,473) (8,983) (9,047)
Other regulatory charges (credits) - net 2,589
 (5,418) (6,394) (14,465)
TOTAL 442,552
 427,711
 891,173
 926,789
 511,796
 489,990
 1,402,969
 1,416,779
                
OPERATING INCOME 68,970
 80,942
 135,330
 124,256
 115,357
 157,681
 250,687
 281,937
                
OTHER INCOME                
Allowance for equity funds used during construction 1,660
 2,724
 3,413
 4,950
 1,816
 2,902
 5,229
 7,852
Interest and investment income 3,596
 11,111
 7,613
 16,886
 12,812
 1,525
 20,425
 18,411
Miscellaneous - net (366) (779) (730) (1,944) (30) (629) (761) (2,573)
TOTAL 4,890
 13,056
 10,296
 19,892
 14,598
 3,798
 24,893
 23,690
                
INTEREST EXPENSE                
Interest expense 23,688
 23,458
 46,521
 46,037
 23,342
 23,253
 69,863
 69,290
Allowance for borrowed funds used during construction (1,148) (953) (1,786) (1,729) (942) (744) (2,728) (2,473)
TOTAL 22,540
 22,505
 44,735
 44,308
 22,400
 22,509
 67,135
 66,817
                
INCOME BEFORE INCOME TAXES 51,320
 71,493
 100,891
 99,840
 107,555
 138,970
 208,445
 238,810
                
Income taxes 22,315
 31,010
 43,516
 44,638
 44,575
 56,393
 88,090
 101,031
                
NET INCOME 29,005
 40,483
 57,375
 55,202
 62,980
 82,577
 120,355
 137,779
                
Preferred dividend requirements 1,718
 1,718
 3,437
 3,437
 1,718
 1,718
 5,155
 5,155
                
EARNINGS APPLICABLE TO COMMON STOCK 
$27,287
 
$38,765
 
$53,938
 
$51,765
 
$61,262
 
$80,859
 
$115,200
 
$132,624
                
See Notes to Financial Statements.                

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$57,375
 
$55,202
 
$120,355
 
$137,779
Adjustments to reconcile net income to net cash flow provided by operating activities:        
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 183,856
 170,650
 285,824
 263,176
Deferred income taxes, investment tax credits, and non-current taxes accrued 92,466
 53,955
 119,305
 99,442
Changes in assets and liabilities:        
Receivables (5,397) (59,410) (19,754) (70,219)
Fuel inventory 20,217
 20,035
 13,014
 16,740
Accounts payable (75,400) (6,041) (102,234) (12,996)
Prepaid taxes and taxes accrued (48,920) (222,835) (40,576) (222,118)
Interest accrued (2,390) (359) (1,029) (9,760)
Deferred fuel costs (116,883) 39,437
 (155,571) 26,672
Other working capital accounts 16,988
 (18,641) 61,711
 (12,324)
Provisions for estimated losses (768) 4
 (911) 200
Other regulatory assets (35,399) 8,883
 (8,307) 2,515
Pension and other postretirement liabilities (41,193) (10,210) (84,298) (25,332)
Other assets and liabilities 60,505
 (15,623) 11,906
 7,982
Net cash flow provided by operating activities 105,057
 15,047
 199,435
 201,757
        
INVESTING ACTIVITIES        
Construction expenditures (261,336) (233,856) (397,055) (365,511)
Allowance for equity funds used during construction 5,069
 6,928
 7,701
 10,587
Nuclear fuel purchases (104,487) (42,231) (123,358) (73,151)
Proceeds from sale of nuclear fuel 75,860
 36,478
 75,860
 36,478
Proceeds from nuclear decommissioning trust fund sales 70,259
 143,106
 155,403
 173,431
Investment in nuclear decommissioning trust funds (74,760) (147,842) (162,916) (178,516)
Changes in money pool receivable - net 17,531
 (75,842) 17,531
 (45,340)
Changes in securitization account (474) 761
 (4,480) (3,493)
Insurance proceeds 24,156
 
 29,280
 
Litigation proceeds for reimbursement of spent nuclear fuel storage costs 
 10,271
Other 200
 
 200
 
Net cash flow used in investing activities (247,982) (312,498) (401,834) (435,244)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 371,699
 467,042
 461,553
 716,670
Retirement of long-term debt (371,314) (135,893) (441,318) (435,896)
Changes in short-term borrowings - net 39,657
 (6,792) 8,036
 (16,602)
Change in money pool payable - net 11,019
 
 63,677
 
Dividends paid:        
Common stock 
 (15,000) 
 (15,000)
Preferred stock (3,437) (3,437) (5,155) (5,155)
Other 250
 
 411
 
Net cash flow provided by financing activities 47,874
 305,920
 87,204
 244,017
        
Net increase (decrease) in cash and cash equivalents (95,051) 8,469
 (115,195) 10,530
Cash and cash equivalents at beginning of period 127,022
 34,533
 127,022
 34,533
Cash and cash equivalents at end of period 
$31,971
 
$43,002
 
$11,827
 
$45,063
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
    
Cash paid during the period for:        
Interest - net of amount capitalized 
$46,220
 
$43,706
 
$66,838
 
$75,022
Income taxes 
$1,624
 
$211,421
 
$1,714
 
$211,415
        
See Notes to Financial Statements.        

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$31,893
 
$4,181
 
$11,749
 
$4,181
Temporary cash investments 78
 122,841
 78
 122,841
Total cash and cash equivalents 31,971
 127,022
 11,827
 127,022
Securitization recovery trust account 4,309
 3,835
 8,315
 3,835
Accounts receivable:        
Customer 94,612
 102,328
 133,118
 102,328
Allowance for doubtful accounts (30,011) (30,113) (30,463) (30,113)
Associated companies 36,940
 68,875
 32,870
 68,875
Other 114,899
 94,256
 103,306
 94,256
Accrued unbilled revenues 100,640
 82,298
 91,794
 82,298
Total accounts receivable 317,080
 317,644
 330,625
 317,644
Accumulated deferred income taxes 9,931
 33,556
 
 33,556
Deferred fuel costs 185,579
 68,696
 158,367
 68,696
Fuel inventory - at average cost 21,287
 41,504
 28,490
 41,504
Materials and supplies - at average cost 156,471
 152,429
 161,561
 152,429
Deferred nuclear refueling outage costs 50,413
 31,135
 38,489
 31,135
System agreement costs equalization 30,000
 30,000
 
 30,000
Prepaid taxes 38,941
 
 30,597
 
Prepayments and other 32,224
 58,911
 22,378
 58,911
TOTAL 878,206
 864,732
 790,649
 864,732
        
OTHER PROPERTY AND INVESTMENTS        
Decommissioning trust funds 746,183
 710,913
 745,144
 710,913
Non-utility property - at cost (less accumulated depreciation) 1,757
 1,664
 1,756
 1,664
Other 15,381
 29,181
 15,381
 29,181
TOTAL 763,321
 741,758
 762,281
 741,758
        
UTILITY PLANT        
Electric 8,993,203
 8,798,458
 9,080,352
 8,798,458
Property under capital lease 1,014
 1,064
 988
 1,064
Construction work in progress 218,157
 209,036
 215,255
 209,036
Nuclear fuel 261,611
 321,901
 297,658
 321,901
TOTAL UTILITY PLANT 9,473,985
 9,330,459
 9,594,253
 9,330,459
Less - accumulated depreciation and amortization 4,100,956
 4,034,880
 4,147,088
 4,034,880
UTILITY PLANT - NET 5,373,029
 5,295,579
 5,447,165
 5,295,579
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 70,383
 73,864
 68,714
 73,864
Other regulatory assets (includes securitization property of $74,081 as of June 30, 2014 and $80,963 as of December 31, 2013) 1,053,272
 1,014,392
Other regulatory assets (includes securitization property of $70,604 as of September 30, 2014 and $80,963 as of December 31, 2013) 1,027,849
 1,014,392
Deferred fuel costs 65,900
 
Other 49,714
 44,565
 45,804
 44,565
TOTAL 1,173,369
 1,132,821
 1,208,267
 1,132,821
        
TOTAL ASSETS 
$8,187,925
 
$8,034,890
 
$8,208,362
 
$8,034,890
        
See Notes to Financial Statements.        

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Currently maturing long-term debt 
$70,000
 
$70,000
 
$—
 
$70,000
Short-term borrowings 39,657
 
 8,036
 
Accounts payable:        
Associated companies 99,386
 149,802
 162,164
 149,802
Other 209,573
 228,160
 142,733
 228,160
Customer deposits 113,058
 86,512
 113,750
 86,512
Taxes accrued 
 9,979
 
 9,979
Accumulated deferred income taxes 19,444
 9,231
 20,586
 9,231
Interest accrued 19,646
 22,036
 21,007
 22,036
Other 37,231
 55,656
 39,704
 55,656
TOTAL 607,995
 631,376
 507,980
 631,376
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 1,958,604
 1,906,562
 1,976,404
 1,906,562
Accumulated deferred investment tax credits 38,333
 38,958
 38,020
 38,958
Other regulatory liabilities 250,211
 219,370
 235,804
 219,370
Decommissioning 794,294
 723,771
 806,232
 723,771
Accumulated provisions 4,978
 5,746
 4,835
 5,746
Pension and other postretirement liabilities 278,029
 319,211
 234,929
 319,211
Long-term debt (includes securitization bonds of $82,656 as of June 30, 2014 and $88,961 as of December 31, 2013) 2,339,534
 2,335,802
Long-term debt (includes securitization bonds of $82,657 as of September 30, 2014 and $88,961 as of December 31, 2013) 2,429,578
 2,335,802
Other 25,941
 18,026
 23,312
 18,026
TOTAL 5,689,924
 5,567,446
 5,749,114
 5,567,446
        
Commitments and Contingencies        
        
Preferred stock without sinking fund 116,350
 116,350
 116,350
 116,350
        
COMMON EQUITY        
Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares in 2014 and 2013 470
 470
 470
 470
Paid-in capital 588,471
 588,471
 588,471
 588,471
Retained earnings 1,184,715
 1,130,777
 1,245,977
 1,130,777
TOTAL 1,773,656
 1,719,718
 1,834,918
 1,719,718
        
TOTAL LIABILITIES AND EQUITY 
$8,187,925
 
$8,034,890
 
$8,208,362
 
$8,034,890
        
See Notes to Financial Statements.        


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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
        
 Common Equity   Common Equity  
 Common
Stock
 Paid-in
Capital
 Retained
Earnings
 Total Common
Stock
 Paid-in
Capital
 Retained
Earnings
 Total
 (In Thousands) (In Thousands)
                
Balance at December 31, 2012 
$470
 
$588,444
 
$990,702
 
$1,579,616
 
$470
 
$588,444
 
$990,702
 
$1,579,616
                
Net income 
 
 55,202
 55,202
 
 
 137,779
 137,779
Common stock dividends 
 
 (15,000) (15,000) 
 
 (15,000) (15,000)
Preferred stock dividends 
 
 (3,437) (3,437) 
 
 (5,155) (5,155)
                
Balance at June 30, 2013 
$470
 
$588,444
 
$1,027,467
 
$1,616,381
Balance at September 30, 2013 
$470
 
$588,444
 
$1,108,326
 
$1,697,240
                
                
Balance at December 31, 2013 
$470
 
$588,471
 
$1,130,777
 
$1,719,718
 
$470
 
$588,471
 
$1,130,777
 
$1,719,718
                
Net income 
 
 57,375
 57,375
 
 
 120,355
 120,355
Preferred stock dividends 
 
 (3,437) (3,437) 
 
 (5,155) (5,155)
                
Balance at June 30, 2014 
$470
 
$588,471
 
$1,184,715
 
$1,773,656
Balance at September 30, 2014 
$470
 
$588,471
 
$1,245,977
 
$1,834,918
                
See Notes to Financial Statements.                


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ENTERGY ARKANSAS, INC. AND SUBSIDIARIESSELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %

 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:Electric Operating Revenues:      Electric Operating Revenues:      
Residential 
$152
 
$159
 
($7) (4) 
$234
 
$248
 
($14) (6)
Commercial 108
 108
 
 
 140
 141
 (1) (1)
Industrial 100
 98
 2
 2
 133
 131
 2
 2
Governmental 4
 5
 (1) (20) 5
 5
 
 
Total retail 364
 370
 (6) (2) 512
 525
 (13) (2)
Sales for resale:                
Associated companies 30
 72
 (42) (58) 36
 89
 (53) (60)
Non-associated companies 63
 20
 43
 215
 59
 19
 40
 211
Other 55
 47
 8
 17
 20
 15
 5
 33
Total 
$512
 
$509
 
$3
 1
 
$627
 
$648
 
($21) (3)
                
Billed Electric Energy Sales (GWh):                
Residential 1,547
 1,622
 (75) (5) 2,233
 2,367
 (134) (6)
Commercial 1,356
 1,381
 (25) (2) 1,730
 1,767
 (37) (2)
Industrial 1,628
 1,607
 21
 1
 1,920
 1,906
 14
 1
Governmental 57
 58
 (1) (2) 65
 67
 (2) (3)
Total retail 4,588
 4,668
 (80) (2) 5,948
 6,107
 (159) (3)
Sales for resale:                
Associated companies 383
 1,418
 (1,035) (73) 387
 2,094
 (1,707) (82)
Non-associated companies 1,671
 173
 1,498
 866
 1,788
 181
 1,607
 888
Total 6,642
 6,259
 383
 6
 8,123
 8,382
 (259) (3)
                
                
 Six Months Ended Increase/   Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:Electric Operating Revenues:      Electric Operating Revenues:      
Residential 
$358
 
$360
 
($2) (1) 
$592
 
$608
 
($16) (3)
Commercial 210
 217
 (7) (3) 350
 358
 (8) (2)
Industrial 184
 197
 (13) (7) 317
 328
 (11) (3)
Governmental 8
 10
 (2) (20) 13
 15
 (2) (13)
Total retail 760
 784
 (24) (3) 1,272
 1,309
 (37) (3)
Sales for resale:                
Associated companies 61
 178
 (117) (66) 97
 267
 (170) (64)
Non-associated companies 136
 37
 99
 268
 195
 56
 139
 248
Other 70
 52
 18
 35
 90
 67
 23
 34
Total 
$1,027
 
$1,051
 
($24) (2) 
$1,654
 
$1,699
 
($45) (3)
                
Billed Electric Energy Sales (GWh):                
Residential 4,128
 3,797
 331
 9
 6,361
 6,164
 197
 3
Commercial 2,789
 2,736
 53
 2
 4,519
 4,503
 16
 
Industrial 3,151
 3,162
 (11) 
 5,071
 5,068
 3
 
Governmental 114
 115
 (1) (1) 179
 182
 (3) (2)
Total retail 10,182
 9,810
 372
 4
 16,130
 15,917
 213
 1
Sales for resale:                
Associated companies 845
 4,108
 (3,263) (79) 1,232
 6,202
 (4,970) (80)
Non-associated companies 3,423
 358
 3,065
 856
 5,211
 539
 4,672
 867
Total 14,450
 14,276
 174
 1
 22,573
 22,658
 (85) 

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ENTERGY GULF STATES LOUISIANA, L.L.C.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

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

On September 30, 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an application with the LPSC seeking authorization to undertake the transactions that would result in the combination of Entergy Louisiana and Entergy Gulf States Louisiana into a single public utility.

The combination is subject to regulatory review and approval of the LPSC, the FERC, and the NRC. In June 2014, Entergy submitted an application to the NRC for approval of River Bend and Waterford 3 license transfers as part of the steps to complete the business combination. The combination also could be subject to regulatory review of the City Council if Entergy Louisiana continues to own the assets that currently support Entergy Louisiana’s customers in Algiers at the time the combination is effectuated. In November 2014, Entergy Louisiana filed an application with the City Council seeking authorization to undertake the combination. The application provides that if the City Council approves the Algiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the combination. If approvals are obtained from the LPSC, the FERC, the NRC, and, if required, the City Council, Entergy Louisiana and Entergy Gulf States Louisiana expect the combination will be effected in the second half of 2015.

It is currently contemplated that Entergy Louisiana and Entergy Gulf States Louisiana will undertake multiple steps to effectuate the combination, which steps would include the following:

Each of Entergy Louisiana and Entergy Gulf States Louisiana will redeem or repurchase all of their respective outstanding preferred membership interests (which interests have a $100 million liquidation value in the case of Entergy Louisiana and $10 million liquidation value in the case of Entergy Gulf States Louisiana).
Entergy Gulf States Louisiana will convert from a Louisiana limited liability company to a Texas limited liability company.
Under the Texas Business Organizations Code (TXBOC), Entergy Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Louisiana) and New Entergy Louisiana will assume all of the liabilities of Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Louisiana will remain in existence and hold the membership interests in New Entergy Louisiana.
Under the TXBOC, Entergy Gulf States Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana will assume all of the liabilities of Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Gulf States Louisiana will remain in existence and hold the membership interests in New Entergy Gulf States Louisiana.
Entergy Louisiana and Entergy Gulf States Louisiana will contribute the membership interests in New Entergy Louisiana and New Entergy Gulf States Louisiana to an affiliate the common membership interests of which will be owned by Entergy Louisiana, Entergy Gulf States Louisiana and Entergy Corporation.

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Management's Financial Discussion and Analysis

New Entergy Gulf States Louisiana will merge into New Entergy Louisiana with New Entergy Louisiana surviving the merger.

Upon the completion of the steps, New Entergy Louisiana will hold substantially all of the assets, and will have assumed all of the liabilities, of Entergy Louisiana and Entergy Gulf States Louisiana. Entergy Louisiana and Entergy Gulf States Louisiana may modify or supplement the steps to be taken to effect the combination.

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income decreased $7.1 million primarily due to a higher effective income tax rate and higher interest expense, partially offset by higher net revenue and lower other operation and maintenance expenses.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net income increased $6.5$18.7 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by higher interest expense, lower other income.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net income increased $25.8 million primarily due toand a higher net revenue and lower other operation and maintenance expenses, partially offset by lower other income.effective income tax rate.

Net Revenue

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:
 Amount
 (In Millions)
2013 net revenue
$223.3258.9
MISO deferral3.8
Asset retirement obligation3.3
Retail electric price5.82.5
Asset retirement obligationVolume/weather5.6(2.1
)
Other0.22.3
2014 net revenue
$234.9268.7

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

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


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Management's Financial Discussion and Analysis


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

The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales, partially offset by higher industrial usage primarily in the chemicals industry.

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

Gross operating revenues increased primarily due to an increase of $33.4 million in electric fuel cost recovery revenues primarily due to higher fuel rates and an increase of $24.3 million in gross wholesale revenues primarily due to System Agreement receipts as a result of the comprehensive bandwidth recalculation filing made in connection with the 2007, 2008, and 2009 rate filing proceedings, and sales in the MISO market. See Note 2 to the financial statements in the Form 10-K for additional discussion of Entergy Gulf States Louisiana’s fuel and purchased power recovery mechanism. See Note 2 to the financial statements in the Form 10-K and herein for a discussion of this comprehensive bandwidth recalculation.
Fuel and purchased power expenses increased primarily due to:

an increase in demand for gas-fired generation;
an increase in the average market price of purchased power; and
an increase in deferred fuel expense due to higher fuel cost recovery revenues as compared to prior year and the timing of System Agreement receipts and credits to customers.

Other regulatory charges decreased primarily 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 operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges; and
regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment, as previously discussed.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2014 to the nine months ended September 30, 2013:
Amount
(In Millions)
2013 net revenue
$691.8
Volume/weather17.9
Retail electric price10.6
Asset retirement obligation10.0
MISO deferral5.7
Other6.0
2014 net revenue
$742.0

The volume/weather variance is primarily due to an increase of 834 GWh, or 6%, in billed electricity usage, including the effect of more favorable weather on residential sales, and higher industrial usage primarily in the chemicals industry.


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

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

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

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

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

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Management's Financial Discussion and Analysis

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

an increase in the average market price of purchased power; and
an increase in deferred fuel expense due to higher fuel cost recovery revenues as compared to prior year and the timing of receipt of System Agreement payments and credits to customers.

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

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the sixnine months ended June 30, 2014 to the six months ended June 30, 2013:
Amount
(In Millions)
2013 net revenue
$432.9
Volume/weather20.0
Retail electric price8.2
Asset retirement obligation6.6
MISO deferral2.4
Other3.1
2014 net revenue
$473.2

The volume/weather variance is primarily due to an increase of 666 GWh, or 7%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales. The increase was also driven by higher industrial usage primarily in the chemicals industry.
The retail electric price variance is primarily due to an increase in affiliate purchased power capacity costs that are recovered through base rates set in the annual formula rate plan mechanism. Entergy Gulf States Louisiana’s formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

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

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


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Management's Financial Discussion and Analysis


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

Gross operating revenues increased primarily due to:

an increase of $91.5$124.9 million in electric fuel cost recovery revenues primarily due to higher fuel rates;
an increase of $31.1 million in gross wholesale revenues primarily due to the timing of System Agreement payments and credits to customers and sales in the MISO market;
the increase related to volume/weather, as discussed above; and
an increase of $9.9 million in natural gas fuel cost recovery revenues primarily due to higher fuel rates.

See Note 2 to the financial statements in the Form 10-K for additional discussion of Entergy Gulf States Louisiana’s fuel and purchased power recovery mechanismmechanism;
an increase of $55.4 million in gross wholesale revenues primarily due to System Agreement receipts as a result of the comprehensive bandwidth recalculation filing made in connection with the 2007, 2008, and see2009 rate filing proceedings and sales in the MISO market. See Note 2 to the financial statements herein and in the Form 10-K and herein for a discussion of this comprehensive bandwidth recalculation;
the System Agreement proceedings.increase related to volume/weather, as discussed above; and
an increase of $10.5 million in natural gas fuel cost recovery revenues primarily due to higher fuel rates.

Fuel and purchased power expenses increased primarily due to:

an increase in the average market price of natural gas and purchased power; and
an increase in deferred fuel expense due to higher fuel cost recovery revenues as compared to prior year and the timing of receipt of System Agreement paymentsreceipts and credits to customers.

Other regulatory charges decreased primarily due to:

the deferral of investment gains from the River Bend decommissioning trust in 2013 in accordance with regulatory treatment. The gains resulted in an increase in 2013 in other income and a corresponding increase in regulatory charges with no effect on net income;
regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment, as previously discussed; and
the deferral in 2014 of non-fuel MISO-related charges, as approved by the LPSC. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.


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Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $4.6$4.8 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $2.1 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.

The decrease was partially offset by an increase of $1.9 million due to administration fees in 2014 related to participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Interest expense increased primarily due to $3.6 million of carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the LPSC.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013
Other operation and maintenance expenses decreased primarily due to:

a decrease of $12.2 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees.employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $2.9 million in nuclear generation expenses primarily due to lower nuclear labor costs; and
a decrease of $2.4$6.1 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.business; and
a decrease of $5.3 million in nuclear generation expenses primarily due to lower nuclear labor costs.

The decrease was partially offset by an increase of $1.4$5.1 million due to administration fees in fossil-fueled generation2014 related to participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.
Taxes other than income taxes increased primarily due to an increased scope of work done during plant outages asincrease in local franchise taxes resulting from higher residential and commercial revenues compared to prior year and an increase in ad valorem taxes resulting from higher assessments.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Interest expense increased primarily due to $3.6 million of carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the prior year.LPSC.

Other income decreased primarily due to higher realized gains in 2013 on the River Bend decommissioning trust fund investments. There is no effect on net income as these investment gains are offset by a corresponding amount of regulatory charges.


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Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013
Other operation and maintenance expenses decreased primarily due to:

a decrease of $7.4 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $5.3 million in nuclear generation expenses primarily due to lower nuclear labor costs; and
a decrease of $4 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.

The decrease was partially offset by an increase of $3.2 million in transmission expenses primarily due to administration fees in 2014 related to participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Other income decreased primarily due to higher realized gains in 2013 on the River Bend decommissioning trust fund investments. There is no effect on net income as these investment gains are offset by a corresponding amount of regulatory charges.

Income Taxes

The effective income tax rate was 36.2%34.1% for the secondthird quarter 2014 and 36.3%35.4% for the sixnine months ended JuneSeptember 30, 2014. The differencesdifference in the effective income tax ratesrate for the secondthird quarter 2014 versus the federal statutory rate of 35% was primarily due to book and tax differences related to the sixnon-taxable income distributions earned on preferred membership interests partially offset by state income taxes and certain book and tax differences related to utility plant items. The difference in the effective income tax rate for the nine months ended JuneSeptember 30, 2014 versus the federal statutory rate of 35% werewas primarily due to state income taxes and certain book and tax differences related to utility plant items partially offset by book and tax differences related to the non-taxable income distributions earned on preferred membership interests.

The effective income tax rate was 37.6%15.6% for the secondthird quarter 2013 and 36.8%27.3% for the sixnine months ended JuneSeptember 30, 2013. The differences in the effective income tax rates for the secondthird quarter 2013 and the sixnine months ended JuneSeptember 30, 2013 versus the federal statutory rate of 35% were primarily due to state income taxes andthe reversal of a portion of the provision for uncertain tax positions partially offset byand book and tax differences related to the non-taxable income distributions earned on preferred membership interests.interests, partially offset by state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$15,581
 
$35,686

$15,581
 
$35,686
Cash flow provided by (used in):      
Operating activities215,465
 102,336
478,414
 270,298
Investing activities(107,014) (184,820)(333,712) (261,281)
Financing activities(77,005) 47,709
(8,195) (43,933)
Net increase (decrease) in cash and cash equivalents31,446
 (34,775)136,507
 (34,916)
Cash and cash equivalents at end of period
$47,027
 
$911

$152,088
 
$770


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Operating Activities

Net cash flow provided by operating activities increased $113.1$208.1 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

proceeds of $69 million received from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financing. See Note 2 to the financial statements herein and in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing;
a decrease of $56$41.7 million in income tax payments for the sixnine months ended JuneSeptember 30, 2014 compared to the sixnine months ended JuneSeptember 30, 2013. Entergy Gulf States Louisiana had income tax payments of $61.7$62.4 million in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The 2013 payments resulted primarily from the reversal of temporary differences for which Entergy Gulf States Louisiana had previously claimed a tax deduction;
lower nuclear refueling outage spending at River Bend. River Bend had a refueling outage in 2013 and did not have one in 2014; and
an increase in the recovery of fuel and purchased power costs including System Agreement bandwidth remedy payments of $10.1 million received in the second quarter 2014 as a resultand $19 million received in the third quarter 2014. As of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period. In the second quarterSeptember 30 2014, Entergy Gulf States Louisiana customers were credited $3.7$10.3 million. See

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

The increase was partially offset by an increase of $7.7$17.1 million in pension contributions in 2014. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities decreased $77.8increased $72.4 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

the investment in 2014 of $66.2 million in affiliate securities as a result of the Act 55 storm cost financing. See Note 2 to the financial statements herein and in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing;
the deposit in 2014 of $68.5 million into the storm escrow account;
the withdrawal of $65.5 million from the storm reserve escrow account in 2013;
an increase in fossil-fueled generation expenditures as a result of an increased scope of work in 2014; and
money pool activity.

The increase was partially offset by:

fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle;
a decrease in nuclear construction expenditures as a result of spending on nuclear projects during the River Bend refueling outage in 2013. River Bend had a refueling outage in 2013 and did not have one in 2014; and
a decrease in transmission construction expenditures due to a decreased scope of work performed in 2014.

The decrease was partially offset by:

the withdrawal of $65.5 million from the storm reserve escrow account in 2013;
an increase in fossil-fueled generation expenditures as a result of an increased scope of work in 2014; and
money pool activity.

Increases in Entergy Gulf States Louisiana’s receivable from the money pool are a use of cash flow, and Entergy Gulf States Louisiana’s receivable from the money pool increased by $10.9$19.5 million for the sixnine months endedJune September 30, 2014.2014. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.


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Management's Financial Discussion and Analysis

Financing Activities

Entergy Gulf States Louisiana’sNet cash flow used in financing activities used $77decreased $35.7 million of cash for the sixnine months endedJune 30, 2014 compared to providing $47.7 million of cash for the six months endedJune 30, 2013 primarily due to:

payments of $14.8 million on credit borrowings for the six months ended June September 30, 2014 compared to an increase of $144.7 million in credit borrowings for the sixnine months ended JuneSeptember 30, 2013 against the nuclear fuel company variable interest entity credit facility;
primarily due to the issuance of $70$110 million of 3.38%3.78% Series R notes by the nuclear fuel company variable interest entityfirst mortgage bonds in February 2013;July 2014 and
money pool activity.

Cash flows used in financing activities were offset by the retirement, at maturity, of $75 million of 5.56% Series N notes by the nuclear fuel company variable interest entity in May 2013 and a2013.

The decrease was partially offset by:

the issuance of $42.1$70 million of 3.38% Series R notes by the nuclear fuel company variable interest entity in February 2013;
payments of $14.8 million on credit borrowings for the nine months ended September 30, 2014 compared to an increase of $31 million in common equity distributions.credit borrowings for the nine months ended September 30, 2013 against the nuclear fuel company variable interest entity credit facility; and
money pool activity.


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Management's Financial Discussion and Analysis

Increases in Entergy Gulf States Louisiana’s payable to the money pool are a source of cash flow, and Entergy Gulf States Louisiana’s payable to the money pool increased by $28.5$50.8 million for the sixnine months ended JuneSeptember 30, 2013.

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

Capital Structure

Entergy Gulf States Louisiana’s capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for Entergy Gulf States Louisiana is primarily due to an increase in long-term debt as a result of the issuance of $110 million of 3.78% Series first mortgage bonds in July 2014.

June 30,
2014
 
December 31,
2013
September 30, 2014 
December 31,
2013
Debt to capital50.8% 51.1%52.4% 51.1%
Effect of subtracting cash(0.8%) (0.2%)(2.5%) (0.2%)
Net debt to net capital50.0% 50.9%49.9% 50.9%

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings and long-term debt, including the currently maturing portion.  Capital consists of debt and equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Gulf States Louisiana uses the debt to capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Gulf States Louisiana’s financial condition.  Entergy Gulf States Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Gulf States Louisiana’s financial condition because net debt indicates Entergy Gulf States Louisiana’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

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


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Management's Financial Discussionis developing its capital investment plan for 2015 through 2017 and Analysis


Following are the currentcurrently anticipates making $1.9 billion in capital investments during that period. The preliminary estimate includes amounts of Entergy Gulf States Louisiana’s planned constructionassociated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, system improvements, and other investments. Estimated capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$100
 
$75
 
$90
Transmission115
 130
 130
Distribution75
 65
 75
Other20
 25
 20
Total
$310
 
$295
 
$315

The updated capital plan for 2014-2016 reflects spending for potential new generation resourceexpenditures 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 transmissionthe ability to support economic development through 2016 and reliability as well as other capital plan refinements.access capital.

Entergy Gulf States Louisiana’s receivables from or (payables to) the money pool were as follows:
June 30,
2014
 
December 31,
2013
 June 30,
2013
 
December 31,
2012
(In Thousands)
$12,801 $1,925 ($35,603) ($7,074)
September 30,
2014
 
December 31,
2013
 September 30,
2013
 
December 31,
2012
(In Thousands)
$21,446 $1,925 ($57,835) ($7,074)

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


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Entergy Gulf States Louisiana has a credit facility in the amount of $150 million scheduled to expire in March 2019.  The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of JuneSeptember 30, 2014,, there were no cash borrowings and $50$17.9 million of letters of credit outstanding under the credit facility.  See Note 4 to the financial statements herein for additional discussion of the credit facility.

The Entergy Gulf States Louisiana nuclear fuel company variable interest entity has a credit facility in the amount of $100 million scheduled to expire in June 2016.  No borrowings were outstanding on the variable interest entity credit facility as of JuneSeptember 30, 2014.2014. See Note 4 to the financial statements herein for additional discussion of the variable interest entity credit facility.

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

Hurricane Isaac

As discussed in the Form 10-K, totalEntergy Gulf States Louisiana sought to recover restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac, wereas well as replenishment of storm escrow accounts for prior storms, in the amount of $73.8 million for Entergy Gulf States Louisiana.million. In January 2013, Entergy Gulf States Louisiana drew $65 million from its funded storm reserve escrow account.accounts.  In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs.  Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing

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of Hurricane Isaac system restoration costs. Entergy Gulf States Louisiana committed to pass on to customers a minimum of $6.9 million of customer benefits through annual customer credits of approximately $1.4 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.

InIn August 2014 the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $71 million in bonds under Act 55 of the Louisiana Legislature.  From the $69 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $3 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $66 million directly to Entergy Gulf States Louisiana.  From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana then immediately used the $66 million received from the LURC to acquire 662,426.80 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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


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Entergy Louisiana’s Ninemile Point Unit 6 Self-Build Project

See the Form 10-K for a discussion of Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  The Ninemile 6 capacity and energy will be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Under terms approved by the LPSC, non-fuel costs may be recovered through Entergy Louisiana’s and Entergy Gulf States Louisiana’s formula rate plans beginning in the month after the unit is placed in service.  In July 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an unopposed stipulation with the LPSC that estimates a first year revenue requirement associated with Ninemile 6 and provides a mechanism to update the revenue requirement as the in-service date approaches, which was subsequently approved by the LPSC. In September 2014 an updated revenue requirement of $57.1$51.5 million for Entergy Louisiana and $28.5$27 million for Entergy Gulf States Louisiana.  A hearing on the stipulationLouisiana was filed. The unit is scheduledexpected to be held before an ALJplaced in Augustservice by the end of 2014.

State and Local Rate Regulation and Fuel-Cost Recovery

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

Retail Rates - Electric

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


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the parties to the proceeding generally in accordance with the review process set forth in Entergy Gulf States Louisiana, L.L.C.
Management's Financial Discussion and AnalysisLouisiana’s formula rate plan.


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.

Fuel and purchased power recovery

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 and Entergy Louisiana Business Combination Studythrough its fuel adjustment clause for the period from 2010 through 2013. Discovery has yet to commence.

In June 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed a business combination study report with the LPSC. The report contains a preliminary analysis of the potential combination of Entergy Gulf States Louisiana and Entergy Louisiana into a single public utility. Though not a formal application, the report provides an overview of the combination and identifies its potential customer benefits. Entergy Gulf States Louisiana and Entergy Louisiana will hold technical conferences and face-to-face meetings with LPSC staff, City Council advisors, and other stakeholders to discuss potential effects of the combination, solicit suggestions and concerns, and identify areas in which additional information might be needed. Entergy Gulf States Louisiana and Entergy Louisiana held a technical conference at the LPSC to discuss the business combination in July 2014 and scheduled a second technical conference to be held in August 2014.
Industrial and Commercial Customers

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Industrial and Commercial Customers" in the Form 10-K for a discussion of industrial and commercial customers.


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Federal Regulation

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

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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

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ENTERGY GULF STATES LOUISIANA, L.L.C.INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
        
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 2014 2013 2014 2013 2014 2013 2014 2013
 (In Thousands) (In Thousands) (In Thousands) (In Thousands)
OPERATING REVENUES                
Electric 
$540,606
 
$479,895
 
$1,022,028
 
$879,032
 
$600,208
 
$549,123
 
$1,622,236
 
$1,428,155
Natural gas 13,428
 12,466
 45,301
 33,284
 10,285
 9,208
 55,586
 42,492
TOTAL 554,034
 492,361
 1,067,329
 912,316
 610,493
 558,331
 1,677,822
 1,470,647
                
OPERATING EXPENSES                
Operation and Maintenance:                
Fuel, fuel-related expenses, and gas purchased for resale 88,471
 60,500
 147,676
 108,338
 141,354
 104,932
 289,030
 213,270
Purchased power 233,207
 203,999
 452,915
 366,076
 206,360
 194,455
 659,275
 560,531
Nuclear refueling outage expenses 5,332
 5,210
 10,605
 9,536
 5,419
 5,419
 16,024
 14,955
Other operation and maintenance 95,579
 102,183
 182,676
 194,905
 100,908
 105,107
 283,584
 300,012
Decommissioning 4,181
 3,948
 8,302
 7,840
 4,240
 4,005
 12,542
 11,845
Taxes other than income taxes 20,737
 20,145
 41,746
 39,383
 22,393
 21,346
 64,139
 60,729
Depreciation and amortization 38,732
 37,927
 76,974
 75,299
 39,068
 37,703
 116,042
 113,002
Other regulatory charges (credits) - net (2,555) 4,593
 (6,491) 5,000
 (5,947) 80
 (12,438) 5,080
TOTAL 483,684
 438,505
 914,403
 806,377
 513,795
 473,047
 1,428,198
 1,279,424
                
OPERATING INCOME 70,350
 53,856
 152,926
 105,939
 96,698
 85,284
 249,624
 191,223
                
OTHER INCOME                
Allowance for equity funds used during construction 1,695
 1,809
 3,341
 3,459
 2,099
 2,171
 5,440
 5,630
Interest and investment income 7,436
 13,956
 17,493
 24,811
 11,565
 9,428
 29,058
 34,239
Miscellaneous - net (3,649) (2,400) (5,367) (5,040) (2,477) (2,822) (7,844) (7,861)
TOTAL 5,482
 13,365
 15,467
 23,230
 11,187
 8,777
 26,654
 32,008
                
INTEREST EXPENSE                
Interest expense 20,292
 20,274
 40,570
 40,473
 24,783
 20,498
 65,353
 60,971
Allowance for borrowed funds used during construction (1,160) (660) (1,921) (1,351) (1,207) (690) (3,128) (2,041)
TOTAL 19,132
 19,614
 38,649
 39,122
 23,576
 19,808
 62,225
 58,930
                
INCOME BEFORE INCOME TAXES 56,700
 47,607
 129,744
 90,047
 84,309
 74,253
 214,053
 164,301
                
Income taxes 20,529
 17,887
 47,101
 33,162
 28,774
 11,611
 75,875
 44,773
                
NET INCOME 36,171
 29,720
 82,643
 56,885
 55,535
 62,642
 138,178
 119,528
                
Preferred distribution requirements and other 209
 206
 415
 412
 206
 206
 621
 619
                
EARNINGS APPLICABLE TO COMMON EQUITY 
$35,962
 
$29,514
 
$82,228
 
$56,473
 
$55,329
 
$62,436
 
$137,557
 
$118,909
                
See Notes to Financial Statements.                


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ENTERGY GULF STATES LOUISIANA, L.L.C.STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
      
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
2014 2013 2014 20132014 2013 2014 2013
(In Thousands) (In Thousands)(In Thousands) (In Thousands)
              
Net Income
$36,171
 
$29,720
 
$82,643
 
$56,885

$55,535
 
$62,642
 
$138,178
 
$119,528
Other comprehensive income              
Pension and other postretirement liabilities              
(net of tax expense of $85, $778, $186, and $1,564)137
 962
 259
 1,917
(net of tax expense of $86, $778, $272, and $2,342)137
 963
 396
 2,880
Other comprehensive income137
 962
 259
 1,917
137
 963
 396
 2,880
Comprehensive Income
$36,308
 
$30,682
 
$82,902
 
$58,802

$55,672
 
$63,605
 
$138,574
 
$122,408
              
See Notes to Financial Statements.              






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ENTERGY GULF STATES LOUISIANA, L.L.C.STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$82,643
 
$56,885
 
$138,178
 
$119,528
Adjustments to reconcile net income to net cash flow provided by operating activities:        
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 116,122
 108,028
 174,240
 165,684
Deferred income taxes, investment tax credits, and non-current taxes accrued 45,579
 44,828
 75,344
 78,265
Changes in working capital:        
Receivables (59,914) (54,074) (46,839) (59,583)
Fuel inventory 2,003
 (5,537) 7,128
 (1,868)
Accounts payable 51,357
 44,284
 36,104
 13,921
Prepaid taxes and taxes accrued 23,211
 (50,487) 18,147
 (61,290)
Interest accrued (1,001) (565) 5,943
 5,302
Deferred fuel costs (16,332) (31,661) 30,317
 (8,867)
Other working capital accounts (3,992) (32,018) 2,589
 (24,029)
Changes in provisions for estimated losses (3,335) (62,747) 67,521
 (60,205)
Changes in other regulatory assets 4,671
 39,396
 7,110
 31,754
Changes in pension and other postretirement liabilities (6,130) 5,455
 (18,212) 4,877
Other (19,417) 40,549
 (19,156) 66,809
Net cash flow provided by operating activities 215,465
 102,336
 478,414
 270,298
        
INVESTING ACTIVITIES        
Construction expenditures (125,851) (148,160) (198,569) (205,162)
Allowance for equity funds used during construction 3,341
 3,459
 5,440
 5,630
Nuclear fuel purchases (20,821) (115,370) (28,357) (132,083)
Proceeds from the sale of nuclear fuel 54,642
 19,401
 54,642
 19,401
Payment to storm reserve escrow account (7) (21) (68,508) (25)
Receipts from storm reserve escrow account 
 65,475
 
 65,475
Investment in affiliates (66,243) 
Proceeds from nuclear decommissioning trust fund sales 75,419
 46,735
 127,903
 66,152
Investment in nuclear decommissioning trust funds (82,861) (56,339) (140,499) (80,669)
Change in money pool receivable - net (10,876) 
 (19,521) 
Net cash flow used in investing activities (107,014) (184,820) (333,712) (261,281)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 
 69,792
 108,491
 69,782
Retirement of long-term debt 
 (75,000) 
 (75,000)
Change in money pool payable - net 
 28,529
 
 50,761
Changes in credit borrowings - net (14,800) 144,700
 (14,800) 31,000
Distributions paid:        
Common equity (77,845) (119,900) (122,373) (119,900)
Preferred membership interests (412) (412) (619) (619)
Other 16,052
 
 21,106
 43
Net cash flow provided by (used in) financing activities (77,005) 47,709
Net cash flow used in financing activities (8,195) (43,933)
        
Net increase (decrease) in cash and cash equivalents 31,446
 (34,775) 136,507
 (34,916)
Cash and cash equivalents at beginning of period 15,581
 35,686
 15,581
 35,686
Cash and cash equivalents at end of period 
$47,027
 
$911
 
$152,088
 
$770
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest - net of amount capitalized 
$40,141
 
$39,598
 
$53,676
 
$53,512
Income taxes 
$5,700
 
$61,688
 
$20,700
 
$62,435
        
See Notes to Financial Statements.        

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ENTERGY GULF STATES LOUISIANA, L.L.C.BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$16,881
 
$1,739
 
$30,666
 
$1,739
Temporary cash investments 30,146
 13,842
 121,422
 13,842
Total cash and cash equivalents 47,027
 15,581
 152,088
 15,581
Accounts receivable:        
Customer 95,180
 69,648
 97,243
 69,648
Allowance for doubtful accounts (706) (909) (879) (909)
Associated companies 144,824
 107,723
 129,805
 107,723
Other 25,995
 22,945
 36,882
 22,945
Accrued unbilled revenues 63,771
 58,867
 61,583
 58,867
Total accounts receivable 329,064
 258,274
 324,634
 258,274
Deferred fuel costs 25,957
 9,625
 
 9,625
Fuel inventory - at average cost 24,552
 26,555
 19,427
 26,555
Materials and supplies - at average cost 128,168
 122,909
 127,501
 122,909
Deferred nuclear refueling outage costs 15,498
 25,975
 10,528
 25,975
Prepaid taxes 
 22,008
 3,861
 22,008
Gas hedge contracts 1,219
 2,238
 
 2,238
Prepayments and other 57,967
 12,452
 34,203
 12,452
TOTAL 629,452
 495,617
 672,242
 495,617
        
OTHER PROPERTY AND INVESTMENTS        
Investment in affiliate preferred membership interests 289,663
 289,664
 355,906
 289,664
Decommissioning trust funds 607,557
 573,744
 613,661
 573,744
Non-utility property - at cost (less accumulated depreciation) 175,528
 174,134
 178,801
 174,134
Storm reserve escrow account 21,545
 21,538
 90,046
 21,538
Other 14,678
 14,145
 14,782
 14,145
TOTAL 1,108,971
 1,073,225
 1,253,196
 1,073,225
        
UTILITY PLANT        
Electric 7,473,813
 7,400,689
 7,509,701
 7,400,689
Natural gas 146,824
 143,902
 148,256
 143,902
Construction work in progress 133,745
 105,314
 145,121
 105,314
Nuclear fuel 146,478
 196,508
 128,186
 196,508
TOTAL UTILITY PLANT 7,900,860
 7,846,413
 7,931,264
 7,846,413
Less - accumulated depreciation and amortization 4,128,277
 4,071,762
 4,152,003
 4,071,762
UTILITY PLANT - NET 3,772,583
 3,774,651
 3,779,261
 3,774,651
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 163,519
 165,456
 162,584
 165,456
Other regulatory assets 318,732
 321,466
 317,228
 321,466
Deferred fuel costs 100,124
 100,124
 100,124
 100,124
Other 13,983
 12,049
 14,767
 12,049
TOTAL 596,358
 599,095
 594,703
 599,095
        
TOTAL ASSETS 
$6,107,364
 
$5,942,588
 
$6,299,402
 
$5,942,588
        
See Notes to Financial Statements.        

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ENTERGY GULF STATES LOUISIANA, L.L.C.BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Accounts payable:        
Associated companies 
$128,870
 
$95,853
 
$128,944
 
$95,853
Other 124,724
 103,314
 104,576
 103,314
Customer deposits 55,238
 51,839
 55,892
 51,839
Taxes accrued 1,203
 
Accumulated deferred income taxes 28,541
 36,330
 11,757
 36,330
Interest accrued 24,807
 25,808
 31,751
 25,808
Deferred fuel costs 20,692
 
Pension and other postretirement liabilities 9,086
 9,065
 9,097
 9,065
System agreement cost equalization 15,000
 15,000
 
 15,000
Other 48,721
 19,032
 39,030
 19,032
TOTAL 436,190
 356,241
 401,739
 356,241
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 1,562,484
 1,512,547
 1,611,906
 1,512,547
Accumulated deferred investment tax credits 73,786
 75,295
 73,031
 75,295
Other regulatory liabilities 183,981
 159,429
 169,446
 159,429
Decommissioning and asset retirement cost liabilities 414,700
 403,084
 420,633
 403,084
Accumulated provisions 33,811
 37,146
 104,667
 37,146
Pension and other postretirement liabilities 268,164
 274,315
 256,071
 274,315
Long-term debt 1,512,784
 1,527,465
 1,622,755
 1,527,465
Long-term payables - associated companies 26,961
 27,900
 26,558
 27,900
Other 128,902
 108,189
 136,064
 108,189
TOTAL 4,205,573
 4,125,370
 4,421,131
 4,125,370
        
Commitments and Contingencies        
        
EQUITY        
Preferred membership interests without sinking fund 10,000
 10,000
 10,000
 10,000
Member's equity 1,483,544
 1,479,179
 1,494,338
 1,479,179
Accumulated other comprehensive loss (27,943) (28,202) (27,806) (28,202)
TOTAL 1,465,601
 1,460,977
 1,476,532
 1,460,977
        
TOTAL LIABILITIES AND EQUITY 
$6,107,364
 
$5,942,588
 
$6,299,402
 
$5,942,588
        
See Notes to Financial Statements.        


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ENTERGY GULF STATES LOUISIANA, L.L.C.STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
          
  Common Equity    Common Equity  
Preferred Membership Interests Member's
Equity
 Accumulated Other Comprehensive Income (Loss) TotalPreferred Membership Interests Member's
Equity
 Accumulated Other Comprehensive Income (Loss) Total
(In Thousands)(In Thousands)
              
Balance at December 31, 2012
$10,000
 
$1,438,233
 
($65,229) 
$1,383,004

$10,000
 
$1,438,233
 
($65,229) 
$1,383,004
              
Net income
 56,885
 
 56,885

 119,528
 
 119,528
Other comprehensive income
 
 1,917
 1,917

 
 2,880
 2,880
Distributions declared on common equity
 (119,900) 
 (119,900)
 (119,900) 
 (119,900)
Distributions declared on preferred membership interests
 (412) 
 (412)
 (619) 
 (619)
Other
 (20) 
 (20)
 16
 
 16
              
Balance at June 30, 2013
$10,000
 
$1,374,786
 
($63,312) 
$1,321,474
Balance at September 30, 2013
$10,000
 
$1,437,258
 
($62,349) 
$1,384,909
              
              
Balance at December 31, 2013
$10,000
 
$1,479,179
 
($28,202) 
$1,460,977

$10,000
 
$1,479,179
 
($28,202) 
$1,460,977
              
Net income
 82,643
 
 82,643

 138,178
 
 138,178
Other comprehensive income
 
 259
 259

 
 396
 396
Distributions declared on common equity
 (77,845) 
 (77,845)
 (122,373) 
 (122,373)
Distributions declared on preferred membership interests
 (415) 
 (415)
 (621) 
 (621)
Other
 (18) 
 (18)
 (25) 
 (25)
              
Balance at June 30, 2014
$10,000
 
$1,483,544
 
($27,943) 
$1,465,601
Balance at September 30, 2014
$10,000
 
$1,494,338
 
($27,806) 
$1,476,532
              
See Notes to Financial Statements.              


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ENTERGY GULF STATES LOUISIANA, L.L.C.SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %

 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$115
 
$104
 
$11
 11
 
$157
 
$158
 
($1) (1)
Commercial 115
 102
 13
 13
 126
 123
 3
 2
Industrial 162
 135
 27
 20
 162
 137
 25
 18
Governmental 6
 5
 1
 20
 6
 6
 
 
Total retail 398
 346
 52
 15
 451
 424
 27
 6
Sales for resale:                
Associated companies 104
 96
 8
 8
 122
 102
 20
 20
Non-associated companies 17
 11
 6
 55
 15
 11
 4
 36
Other 22
 27
 (5) (19) 12
 12
 
 
Total 
$541
 
$480
 
$61
 13
 
$600
 
$549
 
$51
 9
                
Billed Electric Energy Sales (GWh):                
Residential 1,145
 1,130
 15
 1
 1,651
 1,740
 (89) (5)
Commercial 1,272
 1,242
 30
 2
 1,473
 1,514
 (41) (3)
Industrial 2,501
 2,377
 124
 5
 2,633
 2,337
 296
 13
Governmental 58
 55
 3
 5
 61
 59
 2
 3
Total retail 4,976
 4,804
 172
 4
 5,818
 5,650
 168
 3
Sales for resale:                
Associated companies 1,678
 1,690
 (12) (1) 1,972
 1,940
 32
 2
Non-associated companies 300
 169
 131
 78
 183
 245
 (62) (25)
Total 6,954
 6,663
 291
 4
 7,973
 7,835
 138
 2
                
                
 Six Months Ended Increase/   Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$240
 
$198
 
$42
 21
 
$397
 
$356
 
$41
 12
Commercial 219
 191
 28
 15
 345
 314
 31
 10
Industrial 286
 242
 44
 18
 448
 379
 69
 18
Governmental 12
 10
 2
 20
 18
 16
 2
 13
Total retail 757
 641
 116
 18
 1,208
 1,065
 143
 13
Sales for resale:                
Associated companies 196
 181
 15
 8
 318
 283
 35
 12
Non-associated companies 38
 22
 16
 73
 53
 33
 20
 61
Other 31
 35
 (4) (11) 43
 47
 (4) (9)
Total 
$1,022
 
$879
 
$143
 16
 
$1,622
 
$1,428
 
$194
 14
                
Billed Electric Energy Sales (GWh):                
Residential 2,527
 2,242
 285
 13
 4,178
 3,982
 196
 5
Commercial 2,528
 2,409
 119
 5
 4,001
 3,923
 78
 2
Industrial 4,694
 4,435
 259
 6
 7,327
 6,772
 555
 8
Governmental 116
 113
 3
 3
 177
 172
 5
 3
Total retail 9,865
 9,199
 666
 7
 15,683
 14,849
 834
 6
Sales for resale:                
Associated companies 3,369
 2,918
 451
 15
 5,341
 4,858
 483
 10
Non-associated companies 521
 397
 124
 31
 704
 642
 62
 10
Total 13,755
 12,514
 1,241
 10
 21,728
 20,349
 1,379
 7

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

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

On September 30, 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an application with the LPSC seeking authorization to undertake the transactions that would result in the combination of Entergy Louisiana and Entergy Gulf States Louisiana into a single public utility.

The combination is subject to regulatory review and approval of the LPSC, the FERC, and the NRC. In June 2014, Entergy submitted an application to the NRC for approval of River Bend and Waterford 3 license transfers as part of the steps to complete the business combination. The combination also could be subject to regulatory review of the City Council if Entergy Louisiana continues to own the assets that currently support Entergy Louisiana’s customers in Algiers at the time the combination is effectuated. In November 2014, Entergy Louisiana filed an application with the City Council seeking authorization to undertake the combination. The application provides that if the City Council approves the Algiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the combination. If approvals are obtained from the LPSC, the FERC, the NRC, and, if required, the City Council, Entergy Louisiana and Entergy Gulf States Louisiana expect the combination will be effected in the second half of 2015.

It is currently contemplated that Entergy Louisiana and Entergy Gulf States Louisiana will undertake multiple steps to effectuate the combination, which steps would include the following:

Each of Entergy Louisiana and Entergy Gulf States Louisiana will redeem or repurchase all of their respective outstanding preferred membership interests (which interests have a $100 million liquidation value in the case of Entergy Louisiana and $10 million liquidation value in the case of Entergy Gulf States Louisiana).
Entergy Gulf States Louisiana will convert from a Louisiana limited liability company to a Texas limited liability company.
Under the Texas Business Organizations Code (TXBOC), Entergy Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Louisiana) and New Entergy Louisiana will assume all of the liabilities of Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Louisiana will remain in existence and hold the membership interests in New Entergy Louisiana.
Under the TXBOC, Entergy Gulf States Louisiana will allocate substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana will assume all of the liabilities of Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. Entergy Gulf States Louisiana will remain in existence and hold the membership interests in New Entergy Gulf States Louisiana.
Entergy Louisiana and Entergy Gulf States Louisiana will contribute the membership interests in New Entergy Louisiana and New Entergy Gulf States Louisiana to an affiliate the common membership interests of which will be owned by Entergy Louisiana, Entergy Gulf States Louisiana and Entergy Corporation.

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Entergy Louisiana, LLC and Subsidiaries
Management's Financial Discussion and Analysis

New Entergy Gulf States Louisiana will merge into New Entergy Louisiana with New Entergy Louisiana surviving the merger.

Upon the completion of the steps, New Entergy Louisiana will hold substantially all of the assets, and will have assumed all of the liabilities, of Entergy Louisiana and Entergy Gulf States Louisiana. Entergy Louisiana and Entergy Gulf States Louisiana may modify or supplement the steps to be taken to effect the combination.

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income increased $8.3$23.2 million primarily due to higher net revenue lowerand higher other operation and maintenance expenses,income.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net income increased $44.5 million primarily due to higher net revenue and higher other income, partially offset by higher depreciation and amortization expenses and higher interest expense, and a higher effective income tax rate.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net income increased $21.3 million primarily due to higher net revenue, lower other operation and maintenance expenses, and higher other income, partially offset by higher depreciation and amortization expenses, higher interest expense, and a higher effective income tax rate.expense.

Net Revenue

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:
 Amount
 (In Millions)
2013 net revenue
$310.3363.9
MISO deferral2.37.1
Volume/weatherAsset retirement obligation1.93.9
Other2.14.7
2014 net revenue
$316.6379.6

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

The volume/weather variance is primarily due to an increase of 70 GWh, or 1%, in weather-adjusted usage in all sectors due to an increase in customers across all sectors. The increase in industrial usage is partially offset by decreased usage in the chemicals industry.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $67.1 million in fuel cost recovery revenues primarily due to higher fuel rates and an increase of $30.5 million in gross wholesale revenues as a result of increased sales to affiliate customers and sales in the MISO market.

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Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power, an increase in demand for gas-fired generation, and an increase in the recovery from customers of deferred fuel costs resulting from higher fuel revenues.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the six months ended June 30, 2014 to the six months ended June 30, 2013:
Amount
(In Millions)
2013 net revenue
$570.9
Volume/weather19.4
MISO deferral4.6
Asset retirement obligation3.5
Retail electric price2.7
Other6.7
2014 net revenue
$607.8

The volume/weather variance is primarily due to an increase of 519 GWh, or 8%, in billed electricity usage in the residential and commercial sectors due to the effect of more favorable weather as compared to the same period in the prior year, partially offset by a decrease in industrial usage primarily in the chemicals industry.

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

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


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Gross operating revenues, fuel expenses, and other regulatory credits

Gross operating revenues increased primarily due to:

an increase of $51.1 million in gross wholesale revenues as a result of increased sales to affiliate customers and System Agreement receipts as a result of the comprehensive bandwidth recalculation filing made in connection with the 2007, 2008, and 2009 rate filing proceedings. See Note 2 to the financial statements in the Form 10-K and herein for a discussion of this comprehensive bandwidth recalculation; and
an increase of $31.8 million in fuel cost recovery revenues primarily due to higher fuel rates.

Fuel expenses increased primarily due to an increase in demand for gas-fired generation and an increase in the recovery from customers of deferred fuel costs resulting from higher fuel revenues and the timing of System Agreement receipts and credits to customers.

Other regulatory credits increased primarily 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 operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges; and
regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment, as discussed above.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the nine months ended JuneSeptember 30, 2014 to the nine months ended September 30, 2013:
Amount
(In Millions)
2013 net revenue
$934.8
Volume/weather17.8
MISO deferral12.0
Asset retirement obligation7.4
Retail electric price4.5
Other10.9
2014 net revenue
$987.4

The volume/weather variance is primarily due to an increase of 517 GWh, or 2%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales as compared to the same period in the prior year and an increase in industrial usage primarily due to the addition of new mid-small customers.

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

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

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depreciation and accretion expenses and an increase in the regulatory credits to realign the asset retirement obligation regulatory asset with regulatory treatment.

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

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

Gross operating revenues increased primarily due to to:

an increase of $87.1$138.2 million in gross wholesale revenues as a result of increased sales to affiliate customers, System Agreement receipts as a result of the comprehensive bandwidth recalculation filing made in connection with the 2007, 2008, and 2009 rate filing proceedings, and sales in the MISO marketmarket. See Note 2 to the financial statements in the Form 10-K and herein for a discussion of this comprehensive bandwidth recalculation;
an increase of $40.1 million in fuel cost recovery revenues primarily due to higher fuel rates; and
the increase related to volume/weather, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased powerdemand for gas-fired generation and an increase in demand for gas-fired generation,the average market price of purchased power.

Other regulatory credits increased primarily 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 by a decreasein operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery from customers of deferred fuel costs resulting from higher fuelnon-fuel MISO-related charges; and purchased power costs and higher fuel revenues.
regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment, as discussed above.


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Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $5.2$6.4 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $2.2 million relating to the sale of surplus oil inventory in 2014.

The decrease was partially offset by:

an increase of $5.3 million in nuclear generation expenses primarily due to higher labor costs, including contract labor, higher materials costs, and higher NRC fees; and
an increase of $2.8 million due to administration fees in 2014 related to the participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Other income increased primarily due to $7.6 million of carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the LPSC and an increase of $5.0 million due to distributions earned

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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 2 to the financial statements in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing.

Interest expense increased primarily due to the issuance of $325 million of 4.05% Series first mortgage bonds in August 2013, the issuance of $170 million of 5.0% Series first mortgage bonds in June 2014, and the issuance of $190 million of 3.78% Series first mortgage bonds in July 2014, partially offset by an increase in the allowance for borrowed funds used during construction due to a higher construction work in progress balance in 2014, including the Ninemile Unit 6 Self-Build Project.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $13.9 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees.employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $4.8$6.1 million relating to the sale of surplus oil inventory in fossil-fueled generation expenses primarily due to an overall lower scope of work done as compared to prior year;2014; and
a decrease of $2.1$4.8 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
a decrease of $1.9 million in nuclear generation expenses primarily due to lower materials costs.

The decrease was partially offset by an increase of $2.3 million due to administration fees in 2014 related to the participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to the increase in allowance for equity funds used during construction due to more construction work in progress in 2014.

Interest expense increased primarily due to the issuance of $325 million of 4.05% Series first mortgage bonds in August 2013 and the issuance of $100 million of 4.70% Series first mortgage bonds in May 2013, partially offset by an increase in the allowance for borrowed funds used during construction due to more construction work in progress in 2014.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $7.5 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs;
a decrease of $3.6 million relating to the sale of surplus oil inventory in 2014;
a decrease of $3.0 million due to costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and
a decrease of $2.8 million in fossil-fueled generation expenses primarily due to an overall lower scope of work done as compared to prior year.business.

The decrease was partially offset by:

an increase of $4.9$7.7 million due to administration fees in 2014 related to the participation in the MISO RTO. The LPSC approved deferral of these expenses resulting in no net income effect; and
an increase of $4.4$5.5 million in transmissionnuclear generation expenses primarily due to higher equalizationlabor costs, including contract labor, higher materials costs, and higher NRC fees.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to $7.6 million of carrying charges recorded in 2014 on storm restoration costs related to Hurricane Isaac as approved by the LPSC, an increase of $5.0 million due to distributions earned on preferred membership interests purchased from Entergy Holdings Company with the proceeds received in August 2014 from the Act 55 storm cost financing, and additional transmission services.the increase in allowance for equity funds used during construction due to a higher construction work in progress balance in 2014, including the Ninemile Unit 6 Self-Build Project. See Note 2 to the financial statements in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing.

Interest expense increased primarily due to:

the issuance of $100 million of 4.7% Series first mortgage bonds in May 2013;
the issuance of $325 million of 4.05% Series first mortgage bonds in August 2013;
the issuance of $170 million of 5.0% Series first mortgage bonds in June 2014; and
the issuance of $190 million of 3.78% Series first mortgage bonds in July 2014.

The increase was partially offset by an increase in the allowance for borrowed funds used during construction due to a higher construction work in progress balance in 2014, including the Ninemile Unit 6 Self-Build Project.


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Depreciation and amortization expenses increased primarily due to additions to plant in service.

Other income increased primarily due to the increase in allowance for equity funds used during construction due to more construction work in progress in 2014.

Interest expense increased primarily due to the issuance of $325 million of 4.05% Series first mortgage bonds in August 2013 and the issuance of $100 million of 4.70% Series first mortgage bonds in May 2013, partially offset by an increase in the allowance for borrowed funds used during construction due to more construction work in progress in 2014.

Income Taxes

The effective income tax rate was 27.5%26.4% for the secondthird quarter 2014 and 26.8%26.6% for the sixnine months ended JuneSeptember 30, 2014.  The differencesdifference in the effective income tax ratesrate for the secondthird quarter 2014 versus the federal statutory rate of 35% was primarily due to book and tax differences related to the sixnon-taxable income distributions earned on preferred membership interests, book and tax differences related to the allowance for equity funds used during construction, and state income taxes. The difference in the effective income tax rate for the nine months ended JuneSeptember 30, 2014 versus the federal statutory rate of 35% werewas primarily due to book and tax differences related to the non-taxable income distributions earned on preferred membership interests and book and tax differences related to the allowance for equity funds used during construction, partially offset by state income taxes.

The effective income tax rate was 25.4%28% for the secondthird quarter 2013 and 23.6%25.8% for the sixnine months ended JuneSeptember 30, 2013. The differences in the effective income tax rates for the secondthird quarter 2013 and the sixnine months ended JuneSeptember 30, 2013 versus the federal statutory rate of 35% were primarily due to book and tax differences related to the non-taxable income distributions earned on preferred membership interests, and book and tax differences related to the allowance for equity funds used during construction.construction, and the reversal of a portion of the provision for uncertain tax positions, partially offset by state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$124,007
 
$30,086

$124,007
 
$30,086
Cash flow provided by (used in):      
Operating activities200,795
 233,394
718,817
 450,443
Investing activities(431,369) (220,249)(823,042) (449,858)
Financing activities109,531
 (40,039)(16,880) 10,221
Net decrease in cash and cash equivalents(121,043) (26,894)
Net increase (decrease) in cash and cash equivalents(121,105) 10,806
Cash and cash equivalents at end of period
$2,964
 
$3,192

$2,902
 
$40,892

Operating Activities

Net cash flow provided by operating activities decreased $32.6increased $268.4 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to proceeds of $240 million received from the Louisiana Utilities Restoration Corporation as a decreaseresult of the Louisiana Act 55 storm cost financing and the timing of collections from customers and payments to vendors.  The increase was partially offset by an increase of $30.1 million in the recovery of fuel costspension contributions in 2014 and an increase of $8.5$15.8 million in interest paid resulting from an increase in interest expense, as discussed above.  The decrease was partially offset bySee Note 2 to the timingfinancial statements herein and in the Form 10-K and “Hurricane Isaac” below for a discussion of collections from customersthe Act 55 storm cost financing. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and paymentsNote 6 to vendorsthe financial statements herein for a discussion of qualified pension and Hurricane Isaac storm spending of $9 million in 2013.other postretirement benefits funding.


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Investing Activities

Net cash flow used in investing activities increased $211.1$373.2 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:
 
the investment in 2014 of $227 million in affiliate securities as a result of the Act 55 storm cost financing. See Note 2 to the financial statements herein and in the Form 10-K and “Hurricane Isaac” below for a discussion of the Act 55 storm cost financing;
the deposit of $200 million into the storm reserve escrow account in 2014;
receipts of $187 million from the storm reserve escrow account in 2013;
deposit of bond proceeds with a trustee in June 2014. Entergy Louisiana issued $170 million of 5.0% Series first mortgage bonds in June 2014 and used the proceeds, in July 2014, to redeem, prior to maturity, its $70 million of 6.4% Series first mortgage bonds due October 2034 and its $100 million of 6.3% Series first mortgage bonds due September 2035; and
an increase in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle.

The increase was partially offset by a decrease in fossil-fueled generation construction expenditures due to decreasedlower spending on the Ninemile Unit 6 self-rebuild project and money pool activity.

Decreases in Entergy Louisiana’s receivable from the money pool are a source of cash flow, and Entergy Louisiana’s receivable from the money pool decreased by $17.6 million for the sixnine months endedJune September 30, 2014 compared to decreasingincreasing by $3.0$42.4 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Entergy Louisiana’s financing activities provided $109.5used $16.9 million of cash for the sixnine months endedJune September 30, 2014 compared to using $40.0providing $10.2 million of cash for the sixnine months endedJune September 30, 2013 primarily due to:
to the net issuance of $170$145.3 million of 5.0% Series first mortgage bondslong-term debt in June 2014 compared to the net issuance of $100$397 million of 4.7% Series first mortgage bondslong-term debt in May 2013;
the issuance of $40 million of 3.92% Series H Notes2013, partially offset by the nuclear fuel company variable interest entity in February 2014;
a decrease of $65.4$123 million in common equity distributions in 2014;
money pool activity;2014 and
an increase in borrowings of $23.9$63.5 million on the nuclear fuel company variable interest entity’s credit facility in 2014 compared to the repayment of borrowings of $12.9$30.4 million in 2013. See Note 4 to the financial statements herein and Note 5 to the financial statements in the Form 10-K for details of long-term debt activity.

The increase was partially offset by the borrowings of $100 million on Entergy Louisiana’s credit facility in 2013.

Increases in Entergy Louisiana’s payable to the money pool are a source of cash flow, and Entergy Louisiana’s payable to the money pool increased by $44.2 million for the six months ended June 30, 2014.


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Capital Structure

Entergy Louisiana’s capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for Entergy Louisiana is primarily due to an increase in long-term debt as a result of the issuance of $170$190 million of 5.0%3.78% Series first mortgage bonds in JuneJuly 2014.
June 30,
2014
 
December 31,
2013
September 30,
2014
 
December 31,
2013
Debt to capital53.6% 52.0%53.4% 52.0%
Effect of excluding securitization bonds(1.1%) (1.3%)(1.1%) (1.3%)
Debt to capital, excluding securitization bonds (a)52.5% 50.7%52.3% 50.7%
Effect of subtracting cash% (1.1%)% (1.1%)
Net debt to net capital, excluding securitization bonds (a)52.5% 49.6%52.3% 49.6%

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

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana uses the debt to capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating

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Entergy Louisiana’s financial condition. Entergy Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Louisiana’s financial condition because net debt indicates Entergy Louisiana’s outstanding debt position that could not be readily satisfied by cash and cash equivalents.

Uses and Sources of Capital

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

Following are the currentEntergy Louisiana is developing its capital investment plan for 2015 through 2017 and currently anticipates making $1.6 billion in capital investments during that period. The preliminary estimate includes amounts of Entergy Louisiana’s planned constructionassociated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, system improvements, and other investments. Estimated capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$250
 
$170
 
$195
Transmission160
 80
 75
Distribution145
 130
 135
Other20
 20
 15
Total
$575
 
$400
 
$420

The updated capital plan for 2014-2016 reflects additional spending for 2014 storms, potential new generation resourceexpenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, transmissionenvironmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to support economic development through 2016 and reliability as well as other capital plan refinements.access capital.

Entergy Louisiana’s receivables from or (payables to) the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
($44,239) $17,648 $6,410 $9,433

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September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
($7,746) $17,648 $51,867 $9,433
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Management's Financial Discussion and Analysis

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

Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in March 2019.  The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of JuneSeptember 30, 2014,, there were no cash borrowings and $7.4$16.4 million of letters of credit outstanding under the credit facility.  See Note 4 to the financial statements herein for additional discussion of the credit facility.

The Entergy Louisiana nuclear fuel company variable interest entity has a credit facility in the amount of $90 million scheduled to expire in June 2016.  As of JuneSeptember 30, 2014,, $26.8 $66.4 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the Entergy Louisiana nuclear fuel company variable interest entity.  See Note 4 to the financial statements herein for additional discussion of the nuclear fuel company variable interest entity credit facility.

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

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

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

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


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Hurricane Isaac

As discussed in the Form 10-K, totalEntergy Louisiana sought to recover restoration costs for the repair and replacement of electric facilities damaged by Hurricane Isaac, wereas well as replenishment of storm escrow accounts for prior storms, in the amount of $247.7 million for Entergy Louisiana.million. In January 2013, Entergy Louisiana drew $187 million from its funded storm reserve escrow account.  In April 2013, Entergy Gulf States Louisiana and Entergy Louisiana filed a joint application with the LPSC relating to Hurricane Isaac system restoration costs.  Following an evidentiary hearing and recommendations by the ALJ, the LPSC voted in June 2014 to approve a series of orders which (i) quantify the amount of Hurricane Isaac system restoration costs prudently incurred ($66.5 million for Entergy Gulf States Louisiana and $224.3 million for Entergy Louisiana); (ii) determine the level of storm reserves to be re-established ($90 million for Entergy Gulf States Louisiana and $200 million for Entergy Louisiana); (iii) authorize Entergy Gulf States Louisiana and Entergy Louisiana to utilize Louisiana Act 55 financing for Hurricane Isaac system restoration costs; and (iv) grant other requested relief associated with storm reserves and Act 55 financing of Hurricane Isaac system restoration costs. Entergy Louisiana committed to pass on to customers a minimum of $23.9 million of customer benefits through annual customer credits of approximately $4.8 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 $243.85 million in bonds under Act 55 of the Louisiana Legislature.  From the $240 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $13 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $227 million directly to Entergy Louisiana.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana then immediately used the $227 million received from the LURC to acquire 2,272,725.89 Class C preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 7.5% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2014, and the membership interests have a liquidation price of

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$100 $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1.75 billion.

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

Ninemile Point Unit 6 Self-Build Project

See the Form 10-K for a discussion of Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  The Ninemile 6 capacity and energy will be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Under terms approved by the LPSC, non-fuel costs may be recovered through Entergy Louisiana’s and Entergy Gulf States Louisiana’s formula rate plans beginning in the month after the unit is placed in service.  In July 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed an unopposed stipulation with the LPSC that estimates a first year revenue requirement associated with Ninemile 6 and provides a mechanism to update the revenue requirement as the in-service date approaches, which was subsequently approved by the LPSC. In September 2014 an updated revenue requirement of $57.1$51.5 million for Entergy Louisiana and $28.5$27 million for Entergy Gulf States Louisiana.  A hearing on the stipulationLouisiana was filed.  The unit is scheduledexpected to be held before an ALJplaced in Augustservice by the end of 2014.



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State and Local Rate Regulation and Fuel-Cost Recovery

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

As discussed in the Form 10-K, Entergy Louisiana filed a base rate case in February 2013. Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Louisiana submitted a compliance filing in May 2014 reflecting the effects of the $10 million agreed-upon increase in formula rate plan revenue, the estimated MISO cost recovery mechanism revenue requirement, and the adjustment of the additional capacity mechanism requiring a net increase of approximately $39 million in formula rate plan revenue to be implemented over nine months commencing with the first billing cycle of December 2014. Before rates are implemented in December 2014, an updated compliance filing will be made in November 2014 to further refine the estimated MISO cost recovery mechanism revenue requirement component of the May 2014 compliance filing to then-available actual data. The compliance filings will be subject to the review of the parties to the proceeding generally in accordance with the review process set forth in Entergy Louisiana’s formula rate plan.

Also as discussed in the Form 10-K, the LPSC is conducting a prudence review of the Waterford 3 replacement steam generator project with regard to Entergy Louisiana’s actions concerning the following aspects of the project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs.  In July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up $71 million, citing a need for further explanation or documentation from Entergy Louisiana.  An intervenor filed testimony recommending disallowance of $141 million of incremental project costs, claiming the steam generator fabricator was imprudent.  Entergy Louisiana believes that the replacement steam generator costs were prudently incurred and applicable legal principles support their recovery in rates.  Entergy Louisiana will provideprovided further documentation and explanation requested by the LPSC staff. Cross-answering testimony is due in August 2014 and rebuttal testimony is due in September 2014.  An evidentiary hearing is scheduled for December 2014.

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

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Management's Financial Discussion and Analysis

three years, including an 8.13% return on common equity. In June 2014 the City Council unanimously approved a settlement that includes the following:

a $9.3 million base rate revenue increase to be phased in on a levelized basis over four years;
recovery of an additional $853 thousand annually through a MISO recovery rider; and
adoption of a four-year formula rate plan requiring the filing of annual evaluation reports in May of each year, commencing May 2015, with resulting rates being implemented in October of each year. The formula rate plan includes a midpoint target authorized return on common equity of 9.95% with a +/- 40 basis point bandwidth.

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

Fuel and purchased power recovery

In July 2014 the LPSC authorized its staff to initiate an audit of Entergy Gulf StatesLouisiana’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 has yet to commence.


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Management's Financial Discussion and Analysis

Algiers Asset Transfer

In October 2014, Entergy Louisiana and Entergy Louisiana Business Combination Study

In June 2014, Entergy Gulf States Louisiana and Entergy LouisianaNew Orleans filed a business combination study reportan application with the LPSC. The report contains a preliminary analysis of the potential combination of Entergy Gulf States Louisiana and Entergy Louisiana into a single public utility. Though not a formal application, the report provides an overview of the combination and identifies its potential customer benefits. Although not part of the business combination, Entergy Louisiana provided notice to the City Council in June 2014 that it anticipates it will seekseeking authorization to undertake a transaction that would result in the transfer from Entergy Louisiana to Entergy New Orleans theof certain assets that currently support Entergy Louisiana’s customers in Algiers. The transaction is expected to result in the transfer of net assets of approximately $60 million. The Algiers asset transfer is also subject to regulatory review and approval of the FERC. As discussed previously, Entergy Louisiana also filed an application with the City Council seeking authorization to undertake the Entergy Louisiana and Entergy Gulf States Louisiana and Entergy Louisiana will hold technical conferences and face-to-face meetings with LPSC staff,business combination. The application provides that if the City Council advisors, and other stakeholders to discuss potential effects ofapproves the combination, solicit suggestions and concerns, and identify areas in which additional information might be needed. Entergy Gulf States Louisiana and Entergy Louisiana held a technical conference at the LPSC to discussAlgiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the business combination. If the necessary approvals are obtained from the City Council and the FERC, Entergy Louisiana expects to transfer the Algiers assets to Entergy New Orleans in July 2014 and scheduled athe second technical conference to be held in August 2014.half of 2015.

Federal Regulation

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

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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



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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESCONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
        
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 2014 2013 2014 2013 2014 2013 2014 2013
 (In Thousands) (In Thousands) (In Thousands) (In Thousands)
OPERATING REVENUES                
Electric 
$736,408
 
$635,805
 
$1,359,902
 
$1,241,890
 
$870,181
 
$782,789
 
$2,230,083
 
$2,024,679
                
OPERATING EXPENSES                
Operation and Maintenance:                
Fuel, fuel-related expenses, and gas purchased for resale 168,820
 93,152
 259,607
 211,859
 289,480
 206,329
 549,087
 418,188
Purchased power 258,624
 236,413
 507,743
 465,422
 211,954
 213,832
 719,697
 679,254
Nuclear refueling outage expenses 7,763
 9,079
 16,641
 15,931
 6,995
 9,317
 23,636
 25,248
Other operation and maintenance 119,648
 127,225
 228,770
 232,352
 123,809
 123,344
 352,579
 355,696
Decommissioning 6,123
 5,368
 12,169
 10,669
 6,201
 5,437
 18,370
 16,106
Taxes other than income taxes 19,745
 18,987
 39,490
 37,787
 18,524
 19,337
 58,014
 57,124
Depreciation and amortization 63,146
 60,907
 125,521
 120,745
 63,479
 60,664
 189,000
 181,409
Other regulatory credits - net (7,637) (4,017) (15,272) (6,294) (10,856) (1,318) (26,128) (7,612)
TOTAL 636,232
 547,114
 1,174,669
 1,088,471
 709,586
 636,942
 1,884,255
 1,725,413
                
OPERATING INCOME 100,176
 88,691
 185,233
 153,419
 160,595
 145,847
 345,828
 299,266
                
OTHER INCOME                
Allowance for equity funds used during construction 9,216
 7,097
 18,093
 12,839
 10,066
 8,854
 28,159
 21,693
Interest and investment income 21,086
 21,126
 42,264
 42,915
 34,212
 21,149
 76,476
 64,064
Miscellaneous - net 1,311
 (793) 1,142
 (1,653) 320
 (618) 1,462
 (2,271)
TOTAL 31,613
 27,430
 61,499
 54,101
 44,598
 29,385
 106,097
 83,486
                
INTEREST EXPENSE                
Interest expense 40,686
 36,904
 81,375
 73,333
 42,334
 39,206
 123,709
 112,539
Allowance for borrowed funds used during construction (5,053) (3,036) (9,516) (5,484) (5,293) (3,714) (14,809) (9,198)
TOTAL 35,633
 33,868
 71,859
 67,849
 37,041
 35,492
 108,900
 103,341
                
INCOME BEFORE INCOME TAXES 96,156
 82,253
 174,873
 139,671
 168,152
 139,740
 343,025
 279,411
                
Income taxes 26,489
 20,876
 46,828
 32,918
 44,331
 39,143
 91,159
 72,061
                
NET INCOME 69,667
 61,377
 128,045
 106,753
 123,821
 100,597
 251,866
 207,350
                
Preferred dividend requirements and other 1,757
 1,738
 3,494
 3,475
 1,738
 1,738
 5,232
 5,213
                
EARNINGS APPLICABLE TO COMMON EQUITY 
$67,910
 
$59,639
 
$124,551
 
$103,278
 
$122,083
 
$98,859
 
$246,634
 
$202,137
                
See Notes to Financial Statements.                


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ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Six Months Ended
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
        
Net Income
$69,667
 
$61,377
 
$128,045
 
$106,753
Other comprehensive income       
Pension and other postretirement liabilities       
(net of tax expense (benefit) of ($180), $542, ($344), and $1,089)(287) 683
 (589) 1,361
Other comprehensive income (loss)(287) 683
 (589) 1,361
Comprehensive Income
$69,380
 
$62,060
 
$127,456
 
$108,114
        
See Notes to Financial Statements.       







ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
    
 Three Months Ended Nine Months Ended
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
        
Net Income
$123,821
 
$100,597
 
$251,866
 
$207,350
Other comprehensive income (loss)       
Pension and other postretirement liabilities       
(net of tax expense (benefit) of ($179), $542, ($523), and $1,631)(287) 684
 (876) 2,045
Other comprehensive income (loss)(287) 684
 (876) 2,045
Comprehensive Income
$123,534
 
$101,281
 
$250,990
 
$209,395
        
See Notes to Financial Statements.       







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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$128,045
 
$106,753
 
$251,866
 
$207,350
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 171,002
 163,907
 260,344
 250,232
Deferred income taxes, investment tax credits, and non-current taxes accrued 109,479
 69,345
 138,892
 168,988
Changes in working capital:        
Receivables (21,077) (92,534) (40,314) (131,198)
Fuel inventory 4,232
 538
 1,692
 992
Accounts payable 10,293
 (11,090) (19,141) (39,947)
Prepaid taxes and taxes accrued (32,514) 8,345
 (7,710) (37,490)
Interest accrued (2,246) (1,647) (3,234) 1,527
Deferred fuel costs (75,281) (10,887) 18,544
 22,450
Other working capital accounts (31,953) 13,573
 (23,103) 21,742
Changes in provisions for estimated losses 73
 (185,518) 205,017
 (187,642)
Changes in other regulatory assets (2,765) 82,219
 (14,086) (19,483)
Changes in other regulatory liabilities 7,356
 37,090
 3,743
 146,329
Changes in pension and other postretirement liabilities (13,895) 4,877
 (36,832) 1,851
Other (49,954) 48,423
 (16,861) 44,742
Net cash flow provided by operating activities 200,795
 233,394
 718,817
 450,443
        
INVESTING ACTIVITIES        
Construction expenditures (233,235) (418,402) (356,407) (583,451)
Allowance for equity funds used during construction 18,093
 12,839
 28,159
 21,693
Nuclear fuel purchases (108,015) (21,887) (117,694) (41,209)
Proceeds from the sale of nuclear fuel 46,045
 23,438
 46,045
 23,438
Receipts from storm reserve escrow account 
 186,985
 
 187,007
Payments to storm reserve escrow account (200,021) 
Investment in affiliates (227,273) 
Changes to securitization account 1,122
 (361) (5,812) (6,085)
Proceeds from nuclear decommissioning trust fund sales 29,659
 9,492
 35,893
 12,211
Investment in nuclear decommissioning trust funds (34,174) (15,376) (43,580) (21,006)
Changes in money pool receivable - net 17,648
 3,023
 17,648
 (42,434)
Changes in other investments - net (168,512) 
Other 
 (22)
Net cash flow used in investing activities (431,369) (220,249) (823,042) (449,858)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 208,147
 96,442
 395,977
 418,009
Retirement of long-term debt (27,472) (18,954) (250,694) (20,960)
Changes in credit borrowings - net 23,865
 87,202
 63,466
 (30,361)
Change in money pool payable - net 44,239
 
 7,746
 
Distributions paid:        
Common equity (135,823) (201,254) (228,212) (351,254)
Preferred membership interests (3,475) (3,475) (5,213) (5,213)
Other 50
 
 50
 
Net cash flow provided by (used in) financing activities 109,531
 (40,039) (16,880) 10,221
        
Net decrease in cash and cash equivalents (121,043) (26,894)
Net increase (decrease) in cash and cash equivalents (121,105) 10,806
Cash and cash equivalents at beginning of period 124,007
 30,086
 124,007
 30,086
Cash and cash equivalents at end of period 
$2,964
 
$3,192
 
$2,902
 
$40,892
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid (received) during the period for:        
Interest - net of amount capitalized 
$80,790
 
$72,320
 
$122,728
 
$106,975
Income taxes 
($495) 
($697) 
($495) 
($3,874)
        
See Notes to Financial Statements.        

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$405
 
$427
 
$343
 
$427
Temporary cash investments 2,559
 123,580
 2,559
 123,580
Total cash and cash equivalents 2,964
 124,007
 2,902
 124,007
Securitization recovery trust account 3,417
 4,539
 10,351
 4,539
Accounts receivable:        
Customer 171,995
 144,836
 176,650
 144,836
Allowance for doubtful accounts (1,152) (965) (1,116) (965)
Associated companies 67,073
 87,820
 78,027
 87,820
Other 13,138
 21,420
 15,245
 21,420
Accrued unbilled revenues 98,559
 93,073
 100,044
 93,073
Total accounts receivable 349,613
 346,184
 368,850
 346,184
Accumulated deferred income taxes 70,477
 100,022
 18,282
 100,022
Deferred fuel costs 44,889
 
Fuel inventory 19,079
 23,311
 21,619
 23,311
Materials and supplies - at average cost 156,664
 156,487
 156,198
 156,487
Deferred nuclear refueling outage costs 38,964
 13,670
 29,877
 13,670
Prepaid taxes 217,017
 184,503
 192,213
 184,503
Gas hedge contracts 1,503
 2,889
 
 2,889
Funds held on deposit 173,909
 
Prepayments and other 38,728
 15,223
 27,165
 15,223
TOTAL 1,117,224
 970,835
 827,457
 970,835
        
OTHER PROPERTY AND INVESTMENTS        
Investment in affiliate preferred membership interests 807,423
 807,423
 1,034,696
 807,423
Decommissioning trust funds 366,586
 347,274
 368,331
 347,274
Storm reserve escrow account 200,021
 
Non-utility property - at cost (less accumulated depreciation) 305
 396
 260
 396
TOTAL 1,174,314
 1,155,093
 1,603,308
 1,155,093
        
UTILITY PLANT        
Electric 8,912,206
 8,799,393
 8,927,733
 8,799,393
Property under capital lease 331,895
 331,895
 331,895
 331,895
Construction work in progress 753,557
 672,883
 820,832
 672,883
Nuclear fuel 196,237
 147,385
 172,191
 147,385
TOTAL UTILITY PLANT 10,193,895
 9,951,556
 10,252,651
 9,951,556
Less - accumulated depreciation and amortization 3,856,970
 3,763,234
 3,906,055
 3,763,234
UTILITY PLANT - NET 6,336,925
 6,188,322
 6,346,596
 6,188,322
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 316,139
 309,617
 320,274
 309,617
Other regulatory assets (includes securitization property of $146,363 as of June 30, 2014 and $156,103 as of December 31, 2013) 711,746
 715,503
Other regulatory assets (includes securitization property of $140,251 as of September 30, 2014 and $156,103 as of December 31, 2013) 718,932
 715,503
Deferred fuel costs 67,998
 67,998
 67,998
 67,998
Other 46,483
 43,025
 46,540
 43,025
TOTAL 1,142,366
 1,136,143
 1,153,744
 1,136,143
        
TOTAL ASSETS 
$9,770,829
 
$9,450,393
 
$9,931,105
 
$9,450,393
        
See Notes to Financial Statements.        

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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Currently maturing long-term debt 
$319,296
 
$320,231
 
$269,525
 
$320,231
Short-term borrowings 26,788
 2,923
 66,389
 2,923
Accounts payable:        
Associated companies 106,593
 83,655
 75,198
 83,655
Other 184,569
 162,507
 142,652
 162,507
Customer deposits 91,921
 90,393
 92,294
 90,393
Accumulated deferred income taxes 3,835
 338
 
 338
Interest accrued 39,826
 42,072
 38,838
 42,072
Deferred fuel costs 
 30,392
 48,936
 30,392
Pension and other postretirement liabilities 10,135
 10,255
 10,075
 10,255
System agreement cost equalization 17,000
 17,000
 
 17,000
Other 37,080
 19,443
 34,542
 19,443
TOTAL 837,043
 779,209
 778,449
 779,209
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 1,355,954
 1,275,584
 1,345,415
 1,275,584
Accumulated deferred investment tax credits 66,059
 67,347
 65,415
 67,347
Other regulatory liabilities 540,603
 533,247
 536,990
 533,247
Decommissioning 491,255
 479,086
 497,455
 479,086
Accumulated provisions 7,806
 7,733
 212,750
 7,733
Pension and other postretirement liabilities 344,242
 358,017
 321,365
 358,017
Long-term debt (includes securitization bonds of $154,518 as of June 30, 2014 and $164,965 as of December 31, 2013) 3,082,920
 2,899,285
Long-term debt (includes securitization bonds of $154,518 as of September 30, 2014 and $164,965 as of December 31, 2013) 3,099,409
 2,899,285
Other 80,104
 75,233
 79,607
 75,233
TOTAL 5,968,943
 5,695,532
 6,158,406
 5,695,532
        
Commitments and Contingencies        
        
EQUITY        
Preferred membership interests without sinking fund 100,000
 100,000
 100,000
 100,000
Member's equity 2,875,067
 2,885,287
 2,904,761
 2,885,287
Accumulated other comprehensive loss (10,224) (9,635) (10,511) (9,635)
TOTAL 2,964,843
 2,975,652
 2,994,250
 2,975,652
        
TOTAL LIABILITIES AND EQUITY 
$9,770,829
 
$9,450,393
 
$9,931,105
 
$9,450,393
        
See Notes to Financial Statements.        


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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
          
  Common Equity    Common Equity  
Preferred
Membership
Interests
 Member’s
Equity
 
Accumulated
Other
Comprehensive
Income (Loss)
 Total
Preferred
Membership
Interests
 Member’s
Equity
 
Accumulated
Other
Comprehensive
Income (Loss)
 Total
  (In Thousands)    (In Thousands)  
              
Balance at December 31, 2012
$100,000
 
$3,016,628
 
($46,132) 
$3,070,496

$100,000
 
$3,016,628
 
($46,132) 
$3,070,496
              
Net income
 106,753
 
 106,753

 207,350
 
 207,350
Other comprehensive income
 
 1,361
 1,361

 
 2,045
 2,045
Distributions to parent
 (20,601) 
 (20,601)
 (371,855) 
 (371,855)
Distributions declared on common equity
 (201,254) 
 (201,254)
Distributions declared on preferred membership interests
 (3,475) 
 (3,475)
 (5,213) 
 (5,213)
              
Balance at June 30, 2013
$100,000
 
$2,898,051
 
($44,771) 
$2,953,280
Balance at September 30, 2013
$100,000
 
$2,846,910
 
($44,087) 
$2,902,823
              
              
Balance at December 31, 2013
$100,000
 
$2,885,287
 
($9,635) 
$2,975,652

$100,000
 
$2,885,287
 
($9,635) 
$2,975,652
              
Net income
 128,045
 
 128,045

 251,866
 
 251,866
Other comprehensive loss
 
 (589) (589)
 
 (876) (876)
Contributions from parent
 1,052
 
 1,052

 1,052
 
 1,052
Distributions declared on common equity
 (135,823) 
 (135,823)
 (228,212) 
 (228,212)
Distributions declared on preferred membership interests
 (3,494) 
 (3,494)
 (5,232) 
 (5,232)
              
Balance at June 30, 2014
$100,000
 
$2,875,067
 
($10,224) 
$2,964,843
Balance at September 30, 2014
$100,000
 
$2,904,761
 
($10,511) 
$2,994,250
              
See Notes to Financial Statements.              


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ENTERGY LOUISIANA, LLC AND SUBSIDIARIESSELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$196
 
$178
 
$18
 10
 
$287
 
$286
 
$1
 
Commercial 152
 136
 16
 12
 179
 174
 5
 3
Industrial 274
 234
 40
 17
 281
 255
 26
 10
Governmental 12
 11
 1
 9
 13
 12
 1
 8
Total retail 634
 559
 75
 13
 760
 727
 33
 5
Sales for resale:                
Associated companies 51
 31
 20
 65
 86
 34
 52
 153
Non-associated companies 10
 
 10
 
 1
 1
 
 
Other 41
 46
 (5) (11) 23
 21
 2
 10
Total 
$736
 
$636
 
$100
 16
 
$870
 
$783
 
$87
 11
                
Billed Electric Energy Sales (GWh):                
Residential 1,878
 1,881
 (3) 
 2,800
 2,884
 (84) (3)
Commercial 1,467
 1,444
 23
 2
 1,813
 1,820
 (7) 
Industrial 4,238
 4,210
 28
 1
 4,492
 4,275
 217
 5
Governmental 124
 122
 2
 2
 126
 126
 
 
Total retail 7,707
 7,657
 50
 1
 9,231
 9,105
 126
 1
Sales for resale:                
Associated companies 848
 408
 440
 108
 1,393
 705
 688
 98
Non-associated companies 17
 10
 7
 70
 10
 9
 1
 11
Total 8,572
 8,075
 497
 6
 10,634
 9,819
 815
 8
                
                
 Six Months Ended Increase/   Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$396
 
$365
 
$31
 8
 
$683
 
$651
 
$32
 5
Commercial 282
 270
 12
 4
 461
 444
 17
 4
Industrial 480
 479
 1
 
 761
 734
 27
 4
Governmental 23
 23
 
 
 36
 35
 1
 3
Total retail 1,181
 1,137
 44
 4
 1,941
 1,864
 77
 4
Sales for resale:                
Associated companies 121
 50
 71
 142
 207
 84
 123
 146
Non-associated companies 16
 
 16
 
 17
 1
 16
 
Other 42
 55
 (13) (24) 65
 76
 (11) (14)
Total 
$1,360
 
$1,242
 
$118
 10
 
$2,230
 
$2,025
 
$205
 10
                
Billed Electric Energy Sales (GWh):                
Residential 4,291
 3,883
 408
 11
 7,091
 6,767
 324
 5
Commercial 2,932
 2,821
 111
 4
 4,745
 4,641
 104
 2
Industrial 8,279
 8,412
 (133) (2) 12,771
 12,687
 84
 1
Governmental 252
 247
 5
 2
 378
 373
 5
 1
Total retail 15,754
 15,363
 391
 3
 24,985
 24,468
 517
 2
Sales for resale:                
Associated companies 2,066
 617
 1,449
 235
 3,459
 1,322
 2,137
 162
Non-associated companies 97
 17
 80
 471
 107
 26
 81
 312
Total 17,917
 15,997
 1,920
 12
 28,551
 25,816
 2,735
 11

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ENTERGY MISSISSIPPI, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income increased $7.6decreased $40.3 million primarily due to the write-off in September 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 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 herein and in the Form 10-K for discussion of the new nuclear generation development costs and the joint stipulation. Also contributing to the decrease was higher other operation and maintenance expenses, partially offset by higher net revenue.

SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net income increased $19.5decreased $20.8 million primarily due to the write-off in September 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 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 herein and in the Form 10-K for discussion of the new nuclear generation development costs and the joint stipulation. Also contributing to the decrease were higher taxes other than income taxes, higher other operation and maintenance expenses, and higher depreciation and amortization expenses, partially offset by higher net revenue.

Net Revenue

SecondThird Quarter2014 Compared to SecondThird Quarter2013

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.charges.  Following is an analysis of the change in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:2013:
 Amount
 (In Millions)
2013 net revenue
$163.5181.4
Retail electric price12.39.8
Reserve equalization3.0
Volume/weather(2.9)
Other2.7(1.1
)
2014 net revenue
$178.5190.2

The retail electric price variance is primarily due to a formula rate plan increase, as approved by the MPSC, effective September 2013 and an increase in the storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income. See Note 2 to the financial statements in the Form 10-K for a discussion of rate proceedings.


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Management's Financial Discussion and Analysis

The reserve equalization variance is primarily due to an increase in reserve equalization revenue as compared to the same period in 2013 primarily due to the changes in the Entergy System generation mix compared to the same period in 2013 as a result of Entergy Arkansas’s exit from the System Agreement in December 2013.

The volume/weather variance is primarily due to a decrease of 136 GWh, or 3%, in billed electricity usage, primarily due to the effect of less favorable weather on residential and commercial sales.

Gross operating revenues, fuel and purchased power expenses, and other regulatory creditscharges

Gross operating revenues increased primarily due to:

an increase of $19.6 million in gross wholesale revenues due to the timing of receipt of System Agreement payments and an increase in sales to affiliated customers;
an increase of $11$29 million in fuel cost recovery revenues primarily due to higher fuel rates;
an increase of $7.1$6.2 million due to the formula rate plan increase, as discussed above;
an increase of $4.3$6 million primarily due to an increase in the storm damage rider, as discussed above; and
an increase of $3.8$3 million primarily due to an increase in the power management rider, as approved by the MPSC, effective February 2014.

The increase was partially offset by:

a decrease of $7.6 million in gross wholesale revenues primarily due to a decrease in sales to affiliated customers;
the decrease related to volume/weather, as discussed above; and
a decrease of $4.8 million in Grand Gulf revenue primarily due to less favorable weather and a decrease in the Grand Gulf rider rates effective October 2013.

Fuel and purchased power expenses increased primarily due to an increase in purchased powerdeferred fuel expense due to higher fuel cost recovery revenues as a resultcompared to prior year, partially offset by the timing of planned plant outages,System Agreement payments and credits to customers, and an increase in the average market price of purchased power, and an increase in deferred fuel

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Management's Financial Discussion and Analysis

expense due to the timing of receipt of System Agreement payments and credits to customers and higher fuel cost recovery revenues as compared to prior year. The increase was partially offset by a decrease in average cost of gas generation.power.

Other regulatory creditscharges increased primarily due to the deferral, as approved by the MPSC, of non-fuel MISO-related charges. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of theincreased recovery of non-fuel MISO-related charges.costs associated with the power management recovery rider. There is no material effect on net income because the power management recovery rider is an exact recovery rider and any differences in revenues and expenses are deferred for future recovery.

SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.charges (credits).  Following is an analysis of the change in net revenue comparing the sixnine months endedJune September 30, 2014 to the sixnine months endedJune September 30, 2013:2013:
 Amount
 (In Millions)
2013 net revenue
$305.2486.5
Retail electric price26.736.4
Reserve equalization4.5
MISO deferral1.4
Volume/weather4.21.4
Other5.31.4
2014 net revenue
$341.4531.6

The retail electric price variance is primarily due to a formula rate plan increase, as approved by the MPSC, effective September 2013 and an increase in the storm damage rider, as approved by the MPSC, effective October 2013. The increase in the storm damage rider is offset by other operation and maintenance expenses and has no effect on net income. See Note 2 to the financial statements in the Form 10-K for a discussion of rate proceedings.

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Management's Financial Discussion and Analysis

The reserve equalization variance is primarily due to an increase in reserve equalization revenue as compared to the same period in 2013 primarily due to the changes in the Entergy System generation mix compared to the same period in 2013 as a result of Entergy Arkansas’s exit from the System Agreement in December 2013.

The MISO deferral variance is due to the deferral in 2014 of the non-fuel MISO-related charges, as approved by 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 in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

The volume/weather variance is primarily due to an increase of 293157 GWh, or 5%2%, in billed electricity usage, including the effect of more favorable weather on residential sales as compared to the same period in the prior year and commercial sales.an increase in industrial usage, primarily in the primary metals and pipelines industries.

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

Gross operating revenues increased primarily due to:

an increase of $29.9$55 million in fuel cost recovery revenues primarily due to higher fuel rates;
an increase of $22.3 million in gross wholesale revenues due to an increase in sales to affiliated customers and the timing of receipt of System Agreement payments;
an increase of $26 million in fuel cost recovery revenues primarily due to higher fuel rates;
an increase of $15.4$21.6 million due to the formula rate plan increase, as discussed above;
an increase of $13.2$16.1 million due to an increase in the power management rider, as approved by the MPSC, effective February 2014;
the increase related to volume/weather, as discussed above; and
an increase of $8.6$12.7 million primarily due to an increase in the storm damage rider, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in purchased power as a result of planned plant outages and an increase in the average market price of purchased power. The increase was partially offset by a decrease in deferred fuel expenses primarily due to increased fuel and purchased power costs, partially offset by the timing of receipt of System Agreement payments and credits to customers.

Other regulatory credits decreased primarily due to increased recovery of costs associated with the power management recovery rider. There is no material effect on net income because the power management recovery rider

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Management's Financial Discussion and Analysis

is an exact recovery rider and any differences in revenues and expenses are deferred for future recovery. The decrease was partially offset by the deferral, as approved by the MPSC, of non-fuel MISO-related charges. The deferral of non-fuel MISO-related charges is partially offset in operation and maintenance expenses. See Note 2 to the financial statements in the Form 10-K for further discussion of the recovery of non-fuel MISO-related charges.

Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses decreasedincreased primarily due to:

an increase of $3.7 million in storm damage accruals, as approved by the MPSC, effective October 2013;
an increase of $2.7 million resulting from costs incurred in the third quarter 2014 related to Baxter Wilson (Unit 1) repairs, including an offset for expected insurance proceeds;
an increase of $1.3 million due to administration fees in the third quarter 2014 related to participation in the MISO RTO; and
several individually insignificant items.

The increase was partially offset by:

a decrease of $3.8 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan

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

design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $2.2$1.6 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission businessbusiness.

The asset write-off resulted from the $60.9 million ($40.5 million after-tax) write-off in September 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 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 herein and in the Form 10-K for discussion of the new nuclear generation development costs and the joint stipulation.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Other operation and maintenance expenses increased primarily due to:

an increase of $10.1 million in storm damage accruals, as approved by the MPSC, effective October 2013;
an increase of $9.7 million resulting from costs incurred in 2014 related to Baxter Wilson (Unit 1) repairs, including an offset for expected insurance proceeds;
an increase of $3.8 million due to administration fees in 2014 related to participation in the MISO RTO; and
several individually insignificant items.

The increase was partially offset by:

a decrease of $2.1$12.8 million in fossil-fueled generation expenses due to a lower scope of work done during plant outages in 2014 as compared to the same period in 2013;
a decrease of $6.8 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and fewer employees.a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs. The decrease was substantially offset by an increase of $2.9 million in storm damage accruals, as approved by the MPSC, effective October 2013,costs; and an increase of $1.1 million due to administration fees in second quarter 2014 related to participation in the MISO RTO.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes in 2014 as compared to the same period in the prior year.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $6.1 million in fossil-fueled generation expenses resulting from a lower scope of work done during plant outages in 2014 as compared to the same period in 2013, partially offset by Baxter Wilson (Unit 1) repair activities in 2014, as discussed below;
a decrease of $3.3$4.9 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; andbusiness.

The asset write-off resulted from the $60.9 million ($40.5 million after-tax) write-off in September 2014 of the regulatory assets associated with new nuclear generation development costs as a decreaseresult of $2.8 milliona joint stipulation entered into with the Mississippi Public Utilities Staff in compensation and benefitswhich Entergy Mississippi agreed not to pursue recovery of the costs primarily due todeferred by an increaseMPSC order in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, and fewer employees.new nuclear generation docket. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS –Critical Accounting Estimates" in the Form 10-K and Note 62 to the financial statements herein and in the Form 10-K for further discussion of benefits costs.

The decrease was partially offset by an increase of $6.3 million in storm damage accruals, as approved by the MPSC, effective October 2013,new nuclear generation development costs and an increase of $2.4 million due to administration fees in 2014 related to participation in the MISO RTO.joint stipulation.

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes in 2014 as compared to the same period in the prior year and an increase in local franchise taxes due to higher revenues in 2014 as compared to the same period in the prior year.

Depreciation and amortization expenses increased primarily due to additions to plant in service.

Income Taxes

The effective income tax rate was (51.5%) for the third quarter 2014 and 44.5% for the nine months ended September 30, 2014.  The difference in the effective income tax rate for the third quarter 2014 versus the federal

142161

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

Income Taxesstatutory rate of 35% was primarily due to a charge associated with a regulatory asset which included a component for book and tax differences related to AFUDC equity. See Note 2 to the financial statements herein for further discussion. The difference in the effective income tax rate for the nine months ended September 30, 2014 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items including the effect of the regulatory charge previously discussed.

The effective income tax rate was 39.9%39.3% for the secondthird quarter 20142013 and 39.8%39.6% for the sixnine months ended JuneSeptember 30, 2014.2013.  The differences in the effective income tax rates for the secondthird quarter 20142013 and the sixnine months ended JuneSeptember 30, 20142013 versus the federal statutory rate of 35% were primarily due to state income taxes and certain book and tax differences related to utility plant items.

The effective income tax rate was 41.4% for the second quarter 2013 and 39.8% for the six months ended June 30, 2013.  The difference in the effective income tax rate for the second quarter 2013 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items. The difference in the effective income tax rate for the six months ended June 30, 2013 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items, partially offset by the reversal of a portion of the provision for uncertain tax positions.

Baxter Wilson Plant Event

On September 11, 2013, Entergy Mississippi’s Baxter Wilson (Unit 1) power plant experienced a significant unplanned outage event.  Entergy Mississippi completed the process of assessing the nature and extent of the damage to the unit and repairs are in progress. The current estimate of costs to return the unit to service is in the range of $45$45 million to $60 million.$60 million.  This estimate may change as restorative activities occur.  The costs necessary to return the plant to service are expected to be incurred into late 2014.  Entergy Mississippi believes that the damage is covered by its property insurance policy, subject to a $20$20 million deductible. In December 2013,the third quarter 2014, Entergy Mississippi made a filing withrecorded an insurance receivable of $18 million based on the MPSC requesting approval for Entergy Mississippiminimum amount it currently expects to deferreceive from its insurance policy based on total spending of $38 million as of September 30, 2014. This $18 million receivable offset approximately $8 million of capital spending and accumulate the costs incurred in connection with Baxter Wilson repair activities, net$10 million of applicable insurance proceeds, with such costs to be recoverable in a manner to be determined by the MPSC.operation and maintenance expenses through September 30, 2014. In June 2014, Entergy Mississippi filed a rate case with the MPSC, which includes recovery of the costs associated with Baxter Wilson (Unit 1) repair activities, net of applicable insurance proceeds. On October 14, 2014 and October 31, 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations that provide for a deferral of $6 million in other operation and maintenance expenses associated with the Baxter Wilson outage and that the regulatory asset should accrue carrying costs, with amortization of the regulatory asset to occur over two years. The MPSC has not yet acted on thisfinal accounting of costs to return the unit to service and insurance proceeds will be addressed in Entergy Mississippi’s next formula rate plan filing. The joint stipulations also provide that the capital costs associated with the return to service of Baxter Wilson (Unit 1) will be reflected in rate base and will be reduced to reflect the application of insurance proceeds. The joint stipulations are subject to review and approval by the MPSC.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$31
 
$52,970

$31
 
$52,970
Cash flow provided by (used in):      
Operating activities94,099
 60,954
187,323
 147,847
Investing activities(76,313) (71,973)(128,895) (109,269)
Financing activities(942) (38,884)(26,724) (90,457)
Net increase (decrease) in cash and cash equivalents16,844
 (49,903)31,704
 (51,879)
Cash and cash equivalents at end of period
$16,875
 
$3,067

$31,735
 
$1,091


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Management's Financial Discussion and Analysis

Operating Activities

Net cash flow provided by operating activities increased $33.1$39.5 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

the timing of payments to vendors;collections from customers;
System Agreement bandwidth remedy payments of $11.3 million received in the second quarter 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period; and
an increase of $8.4$6.8 million in income tax refunds in the sixnine months ended JuneSeptember 30, 2014 as compared to $2 million in income tax payments in the sixnine months ended JuneSeptember 30, 2013. The income tax refunds in 2014 were refunds of income taxes paid in accordance with intercompany state income tax sharing arrangements.arrangements; and
increased recovery of fuel costs.

The increase was partially offset by by:

System Agreement bandwidth remedy payments in September 2014 of $16.4 million as a result of the compliance filing pursuant to the FERC’s orders related to the bandwidth payments/receipts for the 2007 - 2009 period;
an increase of $5.6$12.4 million in pension contributions in 2014 compared to the same period in 2013.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.funding; and
the timing of payments to vendors.

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

Investing Activities

Net cash flow used in investing activities increased $4.3$19.6 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to money pool activity and an increase in fossil-fueled generation construction expenditures due to spending on Baxter Wilson (Unit 1) repairs in 2014. The increase was partially offset by a decrease in transmission construction expenditures as a result of decreased scope of work performed in 2014 and a decrease in fossil-fueled generation construction expenditures due to spending on the planned Baxter Wilson outage in 2013.2014.

Increases in Entergy Mississippi’s receivable from the money pool are a use of cash flow, and Entergy Mississippi’s receivable from the money pool increased by $6.8$5.4 million for the sixnine months endedJune September 30, 2014 compared to decreasing by $12.0$16.9 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities decreased $37.9$63.7 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

to the issuance of $100 million of 3.75% Series first mortgage bonds in March 2014;
2014 and the payment, at maturity, of $100 million of 5.15% Series first mortgage bonds in February 2013;2013.

The decrease was partially offset by:

the payment, prior to maturity, of $95 million of 4.95% Series first mortgage bonds in April 2014;
money pool activity; and
borrowingsan increase of $70$17.6 million onin common stock dividends paid in 2014 as compared to 2013.

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Decreases in Entergy Mississippi’s credit facilities inpayable to the sixmoney pool are a use of cash flow, and Entergy Mississippi’s payable to the money pool decreased by $3.5 million for the nine months ended JuneSeptember 30, 2014 compared to increasing by $19.2 million for the nine months ended September 30, 2013.

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


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Capital Structure

Entergy Mississippi’s capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio is due to an increase in common equity resulting from an increase in net income.
June 30,
2014
 December 31, 2013September 30,
2014
 December 31, 2013
Debt to capital50.3% 51.4%51.0% 51.4%
Effect of subtracting cash(0.4%) —%(0.7%) —%
Net debt to net capital49.9% 51.4%50.3% 51.4%

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Mississippi uses the debt to capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi’s financial condition.  Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi’s financial condition because net debt indicates Entergy Mississippi’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

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

Following are the current Entergy Mississippi is developing its capital investment plan for 2015 through 2017 and currently anticipates making $750 million in capital investments during that period. The preliminary estimate includes amounts of Entergy Mississippi’s planned constructionassociated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, and system improvements, and other investments. Estimated capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$55
 
$25
 
$35
Transmission35
 75
 115
Distribution110
 100
 95
Other10
 20
 15
Total
$210
 
$220
 
$260

The updated capital plan for 2014-2016 reflects additional spending for 2014 stormsexpenditures 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 Baxter Wilson unplanned outage event, transmissionability to support economic development through 2016 and reliability as well as other capital plan refinements.access capital.

Entergy Mississippi’s receivables from or (payables to) the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
$6,796 ($3,536) $4,855 $16,878
September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
$5,376 ($3,536) ($19,150) $16,878

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


145

Entergy Mississippi Inc.
Management's Financial Discussion and Analysis

In May 2014, Entergy Mississippi renewed its threehas four separate credit facilities through May 2015 and entered into a new $10in the aggregate amount of $102.5 million credit facility that expires inscheduled to expire May 2015. No borrowings were outstanding under the credit facilities as of JuneSeptember 30, 2014.2014.  See Note 4 to the financial statements herein for additional discussion of the credit facilities. In addition, Entergy Mississippi entered into an uncommitted letter of credit facility in 2013 as a means to post collateral to support its obligations under

164

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

MISO. As of JuneSeptember 30, 2014,, a $9.6$21.8 million letter of credit was outstanding under Entergy Mississippi’s letter of credit facility.

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

New Nuclear Generation Development Costs

See Note 2 in the Form 10-K for discussion of Entergy Mississippi’s developing and preserving a project option for new nuclear generation at Grand Gulf Nuclear Station. On October 14, 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed a joint stipulation in Entergy Mississippi’s general rate case proceeding, which is 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 will 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 stipulation states, 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 the third quarter 2014 a $60.9 million pre-tax charge to recognize that the regulatory assets associated with new nuclear generation development are no longer probable of recovery. If the MPSC does not ultimately approve all of the provisions agreed to in the October 2014 joint stipulation, however, Entergy Mississippi would continue to pursue recovery of the new nuclear development costs.

State and Local Rate Regulation and Fuel-Cost Recovery

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - State and Local Rate Regulation and Fuel-Cost Recovery" in the Form 10-K for a discussion of the formula rate plan and fuel and purchased power cost recovery.

Fuel and Purchased Power Recovery

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 reflectsreflected a natural gas price of $4.50 per MMBtu. In May 2014, Entergy Mississippi and the Public Utilities Staff entered into a joint stipulation in which Entergy Mississippi agreed to a revised net energy cost factor that reflected the proposed interim adjustment with a reduction in costs recovered through the energy cost recovery rider associated with the suspension of the DOE nuclear waste storage fee. In June 2014 the MPSC approved the joint stipulation and allowed Entergy Mississippi’s interim adjustment. The revised net energy cost factor will remain in effect through the end of 2014.

Retail Rates

In June 2014, Entergy Mississippi filed its first general rate case before the MPSC in almost 12 years.  The rate filing lays out Entergy Mississippi’s plans for improving reliability, modernizing the grid, maintaining its workforce, stabilizing rates, utilizing new technologies, and attracting new industry to its service territory.  Entergy Mississippi requestsrequested a net increase in revenue of $49 million for bills rendered during calendar year 2015, including $30 million resulting from new depreciation rates to update the estimated service life of assets.  In addition, the filing proposes,proposed, among other things: 1) realigning cost recovery of the Attala and Hinds power plant acquisitions from the power

165

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

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 proposesproposed maintaining the current authorized return on common equity of 10.59%. A hearing is scheduled for November

On October 14, 2014 and October 31, 2014, Entergy Mississippi and the proceduralMississippi Public Utilities Staff entered into and filed joint stipulations that addressed the majority of issues in the proceeding. The stipulations provide for an approximate $16 million net increase in revenues, which reflects an agreed upon 10.07% return on common equity. The stipulations also revise Entergy Mississippi’s formula rate plan (FRP) by providing Entergy Mississippi with the ability to reflect known and measurable changes to historical rate base and certain expense amounts, resolve uncertainty around and obviate the need for an additional rate filing in connection with Entergy Mississippi’s withdrawal from participation in the System Agreement, update depreciation rates, and move costs associated with the Attala and Hinds generating plants from the power management rider to base rates. The stipulations also provide for recovery of non-fuel MISO-related costs through a separate rider for that purpose. The joint stipulations are subject to MPSC approval. The schedule in the proceeding calls for the rates ultimately approved by the MPSC to be effective January 30, 2015.

In August 2012 the MPSC opened inquiries to review whether the current formulaic methodology used to calculate the return on common equity in both Entergy Mississippi’s formula rate plan and Mississippi Power Company’s annual formula rate plan is still appropriate or can be improved to better serve the public interest. The intent of this inquiry and review was for informational purposes only; the evaluation of any recommendations for changes to the existing methodology would take place in a general rate case or in the existing formula rate plan docket. In March 2013 the 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

146

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

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 FRP-5 (Revised) and Mississippi Power Company’s Performance Evaluation Plan by considering the merits and deficiencies and possibilities for improvement of each and then to propose a uniform formula rate plan that, where possible, could be applicable to both companies. No procedural schedule has been set. 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.

Federal Regulation

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

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.


166

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

Environmental Risks

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

Critical Accounting Estimates

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




147167


ENTERGY MISSISSIPPI, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
INCOME (LOSS) STATEMENTSINCOME (LOSS) STATEMENTS
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
        
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 2014 2013 2014 2013 2014 2013 2014 2013
 (In Thousands) (In Thousands) (In Thousands) (In Thousands)
OPERATING REVENUES                
Electric 
$370,638
 
$326,039
 
$718,834
 
$617,680
 
$425,341
 
$397,833
 
$1,144,175
 
$1,015,513
                
OPERATING EXPENSES                
Operation and Maintenance:                
Fuel, fuel-related expenses, and gas purchased for resale 76,513
 71,188
 133,828
 144,749
 85,185
 118,688
 219,013
 263,437
Purchased power 119,736
 93,162
 247,788
 178,074
 145,266
 97,709
 393,054
 275,783
Other operation and maintenance 69,342
 69,609
 124,700
 127,559
 69,259
 62,263
 193,959
 189,822
Asset write-off 60,857
 
 60,857
 
Taxes other than income taxes 21,733
 20,227
 44,000
 40,114
 22,060
 21,208
 66,060
 61,322
Depreciation and amortization 28,394
 26,900
 56,505
 53,551
 28,625
 27,717
 85,130
 81,268
Other regulatory credits - net (4,143) (1,856) (4,182) (10,299)
Other regulatory charges (credits) - net 4,686
 62
 504
 (10,237)
TOTAL 311,575
 279,230
 602,639
 533,748
 415,938
 327,647
 1,018,577
 861,395
                
OPERATING INCOME 59,063
 46,809
 116,195
 83,932
 9,403
 70,186
 125,598
 154,118
                
OTHER INCOME                
Allowance for equity funds used during construction 414
 713
 849
 1,446
 579
 371
 1,428
 1,817
Interest and investment income 326
 187
 664
 326
 274
 239
 938
 565
Miscellaneous - net (1,414) (976) (2,253) (1,834) (728) (767) (2,981) (2,601)
TOTAL (674) (76) (740) (62) 125
 (157) (615) (219)
                
INTEREST EXPENSE                
Interest expense 14,396
 14,875
 28,824
 30,168
 14,099
 14,585
 42,923
 44,753
Allowance for borrowed funds used during construction (214) (471) (442) (926) (303) (307) (745) (1,233)
TOTAL 14,182
 14,404
 28,382
 29,242
 13,796
 14,278
 42,178
 43,520
                
INCOME BEFORE INCOME TAXES 44,207
 32,329
 87,073
 54,628
INCOME (LOSS) BEFORE INCOME TAXES (4,268) 55,751
 82,805
 110,379
                
Income taxes 17,643
 13,375
 34,670
 21,740
 2,196
 21,938
 36,866
 43,678
                
NET INCOME 26,564
 18,954
 52,403
 32,888
NET INCOME (LOSS) (6,464) 33,813
 45,939
 66,701
                
Preferred dividend requirements and other 707
 707
 1,414
 1,414
 707
 707
 2,121
 2,121
                
EARNINGS APPLICABLE TO COMMON STOCK 
$25,857
 
$18,247
 
$50,989
 
$31,474
EARNINGS (LOSS) APPLICABLE TO COMMON STOCK 
($7,171) 
$33,106
 
$43,818
 
$64,580
                
See Notes to Financial Statements.                



148168


ENTERGY MISSISSIPPI, INC.STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$52,403
 
$32,888
 
$45,939
 
$66,701
Adjustments to reconcile net income to net cash flow provided by operating activities:        
Depreciation and amortization 56,505
 53,551
 85,130
 81,268
Deferred income taxes, investment tax credits, and non-current taxes accrued 7,510
 17,319
 (13,802) 36,845
Changes in assets and liabilities:        
Receivables (9,741) (34,538) (39,365) (50,692)
Fuel inventory 4,379
 (1,930) 6,039
 5,249
Accounts payable 3,744
 26,511
 (17,736) 17,940
Taxes accrued 7,321
 (24,786) 41,983
 (11,345)
Interest accrued 1,318
 2,283
 46
 1,960
Deferred fuel costs (16,537) (5,751) (2,416) (10,179)
Other working capital accounts (1,672) (1,030) 24,752
 2,069
Provisions for estimated losses 4,908
 9
 10,152
 (232)
Other regulatory assets (2,807) (1,889) 68,660
 8,153
Pension and other postretirement liabilities (12,798) (2,179) (23,551) (5,444)
Other assets and liabilities (434) 496
 1,492
 5,554
Net cash flow provided by operating activities 94,099
 60,954
 187,323
 147,847
        
INVESTING ACTIVITIES        
Construction expenditures (70,364) (85,436) (124,944) (128,006)
Allowance for equity funds used during construction 849
 1,446
 1,428
 1,817
Changes in money pool receivable - net (6,796) 12,023
 (5,376) 16,878
Other (2) (6) (3) 42
Net cash flow used in investing activities (76,313) (71,973) (128,895) (109,269)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 99,008
 
 98,933
 
Retirement of long-term debt (95,000) (100,000) (95,000) (100,000)
Changes in credit borrowing, net 
 70,000
Change in money pool payable - net (3,536) 
Changes in money pool payable - net (3,536) 19,150
Dividends paid:        
Common stock 
 (7,400) (25,000) (7,400)
Preferred stock (1,414) (1,414) (2,121) (2,121)
Other 
 (70) 
 (86)
Net cash flow used in financing activities (942) (38,884) (26,724) (90,457)
        
Net increase (decrease) in cash and cash equivalents 16,844
 (49,903) 31,704
 (51,879)
Cash and cash equivalents at beginning of period 31
 52,970
 31
 52,970
Cash and cash equivalents at end of period 
$16,875
 
$3,067
 
$31,735
 
$1,091
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid (received) during the period for:        
Interest - net of amount capitalized 
$26,142
 
$26,492
 
$40,834
 
$40,718
Income taxes 
($9,440) 
($1,008) 
($6,840) 
$1,999
        
See Notes to Financial Statements.        


149169


ENTERGY MISSISSIPPI, INC.BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$1,163
 
$22
 
$1,357
 
$22
Temporary cash investments 15,712
 9
 30,378
 9
Total cash and cash equivalents 16,875
 31
 31,735
 31
Accounts receivable:  
  
  
  
Customer 77,220
 76,534
 104,122
 76,534
Allowance for doubtful accounts (939) (906) (1,050) (906)
Associated companies 27,353
 13,794
 18,883
 13,794
Other 7,586
 9,117
 28,211
 9,117
Accrued unbilled revenues 48,633
 44,777
 46,151
 44,777
Total accounts receivable 159,853
 143,316
 196,317
 143,316
Deferred fuel costs 54,594
 38,057
 40,473
 38,057
Fuel inventory - at average cost 44,520
 48,899
 42,860
 48,899
Materials and supplies - at average cost 41,397
 40,849
 37,778
 40,849
System agreement cost equalization 15,000
 15,000
 
 15,000
Prepayments and other 19,457
 4,813
 10,843
 4,813
TOTAL 351,696
 290,965
 360,006
 290,965
        
OTHER PROPERTY AND INVESTMENTS  
  
  
  
Non-utility property - at cost (less accumulated depreciation) 4,656
 4,670
 4,649
 4,670
Escrow accounts 41,797
 51,795
 41,799
 51,795
TOTAL 46,453
 56,465
 46,448
 56,465
        
UTILITY PLANT  
  
  
  
Electric 3,933,368
 3,875,737
 3,953,270
 3,875,737
Property under capital lease 4,769
 5,329
 4,479
 5,329
Construction work in progress 39,163
 37,316
 70,318
 37,316
TOTAL UTILITY PLANT 3,977,300
 3,918,382
 4,028,067
 3,918,382
Less - accumulated depreciation and amortization 1,462,607
 1,413,484
 1,496,584
 1,413,484
UTILITY PLANT - NET 2,514,693
 2,504,898
 2,531,483
 2,504,898
        
DEFERRED DEBITS AND OTHER ASSETS  
  
  
  
Regulatory assets:  
  
  
  
Regulatory asset for income taxes - net 57,492
 58,716
 49,186
 58,716
Other regulatory assets 322,493
 318,462
 259,332
 318,462
Other 21,411
 20,819
 19,503
 20,819
TOTAL 401,396
 397,997
 328,021
 397,997
        
TOTAL ASSETS 
$3,314,238
 
$3,250,325
 
$3,265,958
 
$3,250,325
        
See Notes to Financial Statements.  
  
  
  

150170


ENTERGY MISSISSIPPI, INC.BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES  
  
  
  
Accounts payable:  
  
  
  
Associated companies 
$56,212
 
$74,144
 
$41,532
 
$74,144
Other 68,120
 52,129
 64,357
 52,129
Customer deposits 75,618
 74,211
 76,774
 74,211
Taxes accrued 60,568
 53,247
 95,230
 53,247
Accumulated deferred income taxes 37,045
 15,413
 11,806
 15,413
Interest accrued 21,701
 20,383
 20,429
 20,383
Other 21,180
 19,021
 19,236
 19,021
TOTAL 340,444
 308,548
 329,364
 308,548
        
NON-CURRENT LIABILITIES  
  
  
  
Accumulated deferred income taxes and taxes accrued 730,051
 746,939
 730,869
 746,939
Accumulated deferred investment tax credits 9,222
 8,530
 9,929
 8,530
Obligations under capital lease 3,576
 4,185
 3,261
 4,185
Other regulatory liabilities 2,667
 2,509
 2,191
 2,509
Asset retirement cost liabilities 6,591
 6,401
 6,687
 6,401
Accumulated provisions 40,582
 35,674
 45,826
 35,674
Pension and other postretirement liabilities 53,926
 66,722
 43,174
 66,722
Long-term debt 1,058,775
 1,053,670
 1,058,806
 1,053,670
Other 15,457
 15,189
 15,075
 15,189
TOTAL 1,920,847
 1,939,819
 1,915,818
 1,939,819
        
Commitments and Contingencies  
  
  
  
        
Preferred stock without sinking fund 50,381
 50,381
 50,381
 50,381
        
COMMON EQUITY  
  
  
  
Common stock, no par value, authorized 12,000,000 shares; issued and outstanding 8,666,357 shares in 2014 and 2013 199,326
 199,326
 199,326
 199,326
Capital stock expense and other (690) (690) (690) (690)
Retained earnings 803,930
 752,941
 771,759
 752,941
TOTAL 1,002,566
 951,577
 970,395
 951,577
        
TOTAL LIABILITIES AND EQUITY 
$3,314,238
 
$3,250,325
 
$3,265,958
 
$3,250,325
        
See Notes to Financial Statements.  
  
  
  


151171


ENTERGY MISSISSIPPI, INC.STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
      
Common Equity  Common Equity  
Common
Stock
 
Capital Stock
Expense and
Other
 
Retained
Earnings
 Total
Common
Stock
 
Capital Stock
Expense and
Other
 
Retained
Earnings
 Total
(In Thousands)(In Thousands)
              
Balance at December 31, 2012
$199,326
 
($690) 
$681,010
 
$879,646

$199,326
 
($690) 
$681,010
 
$879,646
              
Net income
 
 32,888
 32,888

 
 66,701
 66,701
Common stock dividends
 
 (7,400) (7,400)
 
 (7,400) (7,400)
Preferred stock dividends
 
 (1,414) (1,414)
 
 (2,121) (2,121)
              
Balance at June 30, 2013
$199,326
 
($690) 
$705,084
 
$903,720
Balance at September 30, 2013
$199,326
 
($690) 
$738,190
 
$936,826
              
              
Balance at December 31, 2013
$199,326
 
($690) 
$752,941
 
$951,577

$199,326
 
($690) 
$752,941
 
$951,577
              
Net income
 
 52,403
 52,403

 
 45,939
 45,939
Common stock dividends
 
 (25,000) (25,000)
Preferred stock dividends
 
 (1,414) (1,414)
 
 (2,121) (2,121)
              
Balance at June 30, 2014
$199,326
 
($690) 
$803,930
 
$1,002,566
Balance at September 30, 2014
$199,326
 
($690) 
$771,759
 
$970,395
              
See Notes to Financial Statements. 
  
  
  
 
  
  
  


152172


ENTERGY MISSISSIPPI, INC.SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$118
 
$110
 
$8
 7
 
$179
 
$167
 
$12
 7
Commercial 110
 99
 11
 11
 140
 126
 14
 11
Industrial 42
 36
 6
 17
 49
 43
 6
 14
Governmental 11
 10
 1
 10
 13
 11
 2
 18
Total retail 281
 255
 26
 10
 381
 347
 34
 10
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 56
 33
 23
 70
 25
 30
 (5) (17)
Non-associated companies 3
 6
 (3) (50) 4
 7
 (3) (43)
Other 31
 32
 (1) (3) 15
 14
 1
 7
Total 
$371
 
$326
 
$45
 14
 
$425
 
$398
 
$27
 7
  
  
  
  
  
  
  
  
Billed Electric Energy Sales (GWh):  
  
  
  
  
  
  
  
Residential 1,133
 1,149
 (16) (1) 1,724
 1,836
 (112) (6)
Commercial 1,127
 1,108
 19
 2
 1,384
 1,424
 (40) (3)
Industrial 562
 531
 31
 6
 629
 612
 17
 3
Governmental 99
 96
 3
 3
 114
 115
 (1) (1)
Total retail 2,921
 2,884
 37
 1
 3,851
 3,987
 (136) (3)
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 795
 538
 257
 48
 482
 527
 (45) (9)
Non-associated companies 41
 75
 (34) (45) 80
 92
 (12) (13)
Total 3,757
 3,497
 260
 7
 4,413
 4,606
 (193) (4)
                
                
 Six Months Ended Increase/  
 Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)  
 (Dollars In Millions)  
Electric Operating Revenues:  
  
  
  
  
  
  
  
Residential 
$272
 
$234
 
$38
 16
 
$451
 
$401
 
$50
 12
Commercial 219
 195
 24
 12
 359
 321
 38
 12
Industrial 80
 72
 8
 11
 129
 115
 14
 12
Governmental 22
 20
 2
 10
 35
 31
 4
 13
Total retail 593
 521
 72
 14
 974
 868
 106
 12
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 84
 49
 35
 71
 109
 79
 30
 38
Non-associated companies 7
 11
 (4) (36) 11
 18
 (7) (39)
Other 35
 37
 (2) (5) 50
 51
 (1) (2)
Total 
$719
 
$618
 
$101
 16
 
$1,144
 
$1,016
 
$128
 13
  
  
  
  
  
  
  
  
Billed Electric Energy Sales (GWh):                
Residential 2,710
 2,509
 201
 8
 4,434
 4,345
 89
 2
Commercial 2,256
 2,199
 57
 3
 3,640
 3,623
 17
 
Industrial 1,090
 1,063
 27
 3
 1,719
 1,675
 44
 3
Governmental 198
 190
 8
 4
 312
 305
 7
 2
Total retail 6,254
 5,961
 293
 5
 10,105
 9,948
 157
 2
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 1,150
 775
 375
 48
 1,632
 1,302
 330
 25
Non-associated companies 76
 119
 (43) (36) 156
 211
 (55) (26)
Total 7,480
 6,855
 625
 9
 11,893
 11,461
 432
 4


153173




ENTERGY NEW ORLEANS, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income increased $5.8 million primarily due to lower other operation and maintenance expenses.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net income increased $12.8 million primarily due to lower other operation and maintenance expenses and higher net revenue.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net income increased $18.6 million primarily due to higher net revenue and lower other operation and maintenance expenses.

Net Revenue

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the changes in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:
 Amount
 (In Millions)
2013 net revenue
$61.872.5
Volume/weather1.9
Other0.51.0
2014 net revenue
$62.375.4

Gross operating revenues and fuel expenses

Gross operating revenues increased primarily due to an increase of $23.1 million in gross wholesale revenue primarily due to increased sales to affiliate customers.

Fuel expenses increasedThe volume/weather variance is primarily due to an increase in gas-fired generation asbilled electricity usage primarily in the commercial and governmental sectors, a result of a prior year outage and an2% increase in the average market pricenumber of natural gas.electric customers, and the effect of more favorable weather during the unbilled sales period compared to prior year. See “MANAGEMENT’S FINANCIAL DISCUSSION AND FINANCIAL ANALYSIS - Critical Accounting Estimates in the Form 10-K for further discussion of the accounting for unbilled revenues.


154174

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

SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the changes in net revenue comparing the sixnine months ended JuneSeptember 30, 2014 to the sixnine months ended JuneSeptember 30, 2013:
 Amount
 (In Millions)
2013 net revenue
$119.0191.5
Volume/weather5.4
Net gas revenue4.1
Volume/weather3.54.5
Other1.72.3
2014 net revenue
$128.3203.7

The volume/weather variance is primarily due to an increase of 152 GWh, or 4%, in billed electricity usage, primarily in the residential and commercial sectors, including the effect of more favorable weather on residential sales in 2014 as compared to the same period in prior year and a 2% increase in the average number of electric customers.

The net gas revenue variance is primarily due to the effect of more favorable weather, primarily in the residential and commercial sectors, in 2014 as compared to the same period in prior year.

The volume/weather variance is primarily due to an increase of 140 GWh, or 6%, in billed electricity usage, primarily in the residential sector, due to the effect of more favorable weather in 2014 as compared to the same period in prior year.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

an increase of $40.1$51.2 million in gross wholesale revenue primarily due to increased sales to affiliate customers;
an increase of $10.2$10.8 million in gas fuel cost recovery revenues due to higher fuel rates;
an increase of $7.4 million in electric fuel cost recovery revenues due to an increase in volume; and
the increase related to volume/weather, as discussed above.

Entergy New Orleans’s fuel and purchased power recovery mechanism is discussed in Note 2 to the financial statements in the Form 10-K.

Fuel and purchased power expenses increased primarily due to:

an increase in the average market pricesprice of natural gas and purchased power;gas;
an increase in gas-fired generation as a result of a prior year outage; and
an increase in gas purchased for resale as a result of an increase in price and volume.

Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses decreased primarily due to to:

a decrease of $8.2$2.9 million in outside regulatory consultant fees; and
a decrease of $2.4 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See “MANAGEMENT’S FINANCIAL DISCUSSION AND FINANCIAL ANALYSIS - Critical Accounting Estimates in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs.


175

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

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $10.9 million in fossil-fueled generation expenses due to an overall lower scope of work done during plant outages as compared to prior year.year;
a decrease of $4.6 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See “MANAGEMENT’S FINANCIAL DISCUSSION AND FINANCIAL ANALYSIS - Critical Accounting Estimates in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $2.5 million in outside regulatory consultant fees.

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Other operation and maintenance expenses decreased primarily due to a decrease of $10.6 million in fossil-fueled generation expenses due to an overall lower scope of work done during plant outages as compared to prior year.


155

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

Income Taxes

The effective income tax rate was 33.9%35.6% for the secondthird quarter 2014 and 32.6%34.1% for the sixnine months ended JuneSeptember 30, 2014.  The differencesdifference in the effective income tax ratesrate for the secondthird quarter 2014 versus the federal statutory rate of 35% was primarily due to state income taxes and certain book and tax differences related to utility plant items, offset by flow-through tax accounting. The difference in the sixeffective income tax rate for the nine months ended JuneSeptember 30, 2014 versus the federal statutory rate of 35% werewas primarily due to flow-through tax accounting, partially offset by state income taxes and certain book and tax differences related to utility plant items.

The effective income tax rate was (119.9%)34.4% for the secondthird quarter 2013 and (46.3%)26.7% for the sixnine months ended JuneSeptember 30, 2013. The differencesdifference in the effective income tax ratesrate for the secondthird quarter 2013 versus the federal statutory rate of 35% was primarily due to flow-through tax accounting, offset by certain book and tax differences related to utility plant items and state income taxes. The difference in the sixeffective income tax rate for the nine months ended JuneSeptember 30, 2013 versus the federal statutory rate of 35% werewas primarily due to flow-through tax accounting and book and tax differences related to the allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items and state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$33,489
 
$9,391

$33,489
 
$9,391
Cash flow provided by (used in):      
Operating activities15,802
 23,944
58,546
 59,948
Investing activities(32,106) (103,326)(49,269) (81,546)
Financing activities(513) 98,487
(4,101) 27,710
Net increase (decrease) in cash and cash equivalents(16,817) 19,105
Net increase in cash and cash equivalents5,176
 6,112
Cash and cash equivalents at end of period
$16,672
 
$28,496

$38,665
 
$15,503

Operating Activities

Net cash flow provided by operating activities decreased $8.1slightly, by $1.4 million, for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to the payment of calendar year 2012 System Agreement bandwidth remedy receiptspayments of $15 million to the City Council of New Orleans in June

176

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

2014 for use in the streetlight conversion program, as directed by the City Council.Council and an increase of $5.8 million in pension contributions compared to the same period in 2013. The decrease in cash flow was partially offset by the timing of collectioncollections from customers. See “MANAGEMENT’S FINANCIAL DICUSSION AND ANALYSIS - Critical Accountings Estimates in the Form 10-K and Note 6 to the financial statements herein for a discussion of receivables from customers.qualified pension and other postretirement benefits funding.

Investing Activities

Net cash flow used in investing activities decreased $71.2$32.3 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

money pool activity;
a decrease in fossil-fueled generation construction expenditures due to spending in 2013 on various projects; and
a decrease in transmission construction expenditures as a result of decreased scope of work in 2014.2014;
a decrease in fossil-fueled generation construction expenditures primarily due to spending on the Michoud turbine blade replacement projects in 2013; and
money pool activity.

The decrease was partially offset by payments to the storm reserve escrow account of $5.6 million for the nine months ended September 30, 2014 compared to net receipts from the storm reserve escrow account of $1.9 million for the nine months ended September 30, 2013.

Increases in Entergy New Orleans’s receivable from the money pool are a use of cash flow, and Entergy New Orleans’s receivable from the money pool increased $2.0$1.9 million for the sixnine months endedJune September 30, 2014 compared to increasing $63.7$15.5 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.


156

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

Financing Activities

Entergy New Orleans’s financing activities used $0.5$4.1 million of cash for the sixnine months endedJune September 30, 2014 compared to providing $98.5$27.7 million of cash for the sixnine months endedJune September 30, 2013 primarily due to the issuance of $100 million of 3.9% Series first mortgage bonds in June 2013, partially offset by the retirement of $70 million of 5.25% Series first mortgage bonds in August 2013. See Note 5 to the financial statements in the Form 10-K.10-K for more details on long-term debt.

Capital Structure

Entergy New Orleans’s capitalization is balanced between equity and debt, as shown in the following table. The decrease in debt to capital ratio is due to an increase in retained earnings.  
June 30,
 2014
 
December 31,
2013
September 30,
 2014
 
December 31,
2013
Debt to capital48.5% 50.0%47.4% 50.0%
Effect of subtracting cash(2.0%) (4.0%)(4.7%) (4.0%)
Net debt to net capital46.5% 46.0%42.7% 46.0%

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy New Orleans uses the debt to capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans’s financial condition.  Entergy New Orleans uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans’s financial condition because net debt indicates Entergy New Orleans’s outstanding debt position that could not be readily satisfied by cash and cash equivalents.

177

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

Uses and Sources of Capital

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

Following are the current amounts of Entergy New Orleans’s planned constructionOrleans is developing its capital investment plan for 2015 through 2017 and currently anticipates making $235 million in capital investments during that period. The estimate includes amounts associated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, system improvements, and other investments. Estimated capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Transmission
$15
 
$20
 
$15
Distribution35
 30
 25
Other25
 25
 25
Total
$75
 
$75
 
$65

The updated capital plan for 2014-2016 reflects additional spending for potential new generation resourceexpenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, transmissionenvironmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to support economic development through 2016 and reliability as well as other capital plan refinements.access capital.

Entergy New Orleans’s receivables from the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
$6,772 $4,737 $66,606 $2,923

157

Table of Contents
September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
$6,664 $4,737 $18,403 $2,923
Entergy New Orleans, Inc.
Management's Financial Discussion and Analysis

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

Entergy New Orleans has a credit facility in the amount of $25 million scheduled to expire in November 2014.  No borrowings were outstanding under the facility as of JuneSeptember 30, 2014.2014.   See Note 4 to the financial statements herein for additional discussion of the credit facility. In addition, Entergy New Orleans entered into an uncommitted letter of credit facility as a means to post collateral to support its obligations under MISO. As of JuneSeptember 30, 2014,, a $3.3 an $11.8 million letter of credit was outstanding under Entergy New Orleans’s letter of credit facility.

Entergy New Orleans has obtained short-term borrowing authorization from the FERC under which it may borrow through October 2015, up to the aggregate amount, at any one time outstanding, of $100 million. See Note 4 to the financial statements for further discussion of Entergy New Orleans’s short-term borrowing limits. The long-term securities issuances for Entergy New Orleans are limited to amounts authorized by the City Council, and the current authorization extends through July 2016.

Entergy Louisiana’s Ninemile Point Unit 6 Self-Build Project

See the Form 10-K for a discussion of Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  The Ninemile 6 capacity and energy will be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Entergy New Orleans expects to recoverUnder terms approved by the City Council, non-fuel costs associated with Ninemile 6 may be recovered through a special rider until new base rates are establishedfor that purpose. The unit is expected to be placed in its next base rate proceeding.service by the end of 2014.

State and Local Rate Regulation

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

Storm Cost Recovery Filings with Retail Regulators

As discussed in "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Liquidity and Capital Resources - Hurricane Isaac" in the Form 10-K, total restoration costs for the repair and replacement of Entergy

178

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

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

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 currently support Entergy Louisiana’s customers in Algiers. The transaction is expected to result in the transfer of net assets of approximately $60 million. The Algiers asset transfer is also subject to regulatory review and approval of the FERC. As discussed previously, Entergy Louisiana also filed an application with the City Council seeking authorization to undertake the Entergy Louisiana and Entergy Gulf States Louisiana business combination. The application provides that if the City Council approves the Algiers asset transfer before the business combination occurs, the City Council may not need to issue a public interest finding regarding the business combination. If the necessary approvals are obtained from the City Council and the FERC, Entergy Louisiana expects to transfer the Algiers assets to Entergy New Orleans in the second half of 2015.

Federal Regulation

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

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

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

158

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

Critical Accounting Estimates

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


159179


ENTERGY NEW ORLEANS, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Six Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$147,941
 
$121,426
 
$288,168
 
$235,389
Natural gas 22,048
 21,415
 68,388
 53,918
TOTAL 169,989
 142,841
 356,556
 289,307
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 43,704
 12,586
 94,866
 41,449
Purchased power 63,758
 68,164
 132,903
 128,323
Other operation and maintenance 28,240
 37,134
 56,371
 68,367
Taxes other than income taxes 11,479
 11,522
 24,614
 23,768
Depreciation and amortization 9,741
 9,559
 19,206
 19,002
Other regulatory charges - net 205
 249
 453
 499
TOTAL 157,127
 139,214
 328,413
 281,408
         
OPERATING INCOME 12,862
 3,627
 28,143
 7,899
         
OTHER INCOME        
Allowance for equity funds used during construction 205
 263
 560
 433
Interest and investment income 21
 23
 38
 44
Miscellaneous - net (237) (328) (584) (644)
TOTAL (11) (42) 14
 (167)
         
INTEREST EXPENSE        
Interest expense 3,303
 3,448
 6,665
 6,651
Allowance for borrowed funds used during construction (101) (135) (274) (221)
TOTAL 3,202
 3,313
 6,391
 6,430
         
INCOME BEFORE INCOME TAXES 9,649
 272
 21,766
 1,302
         
Income taxes 3,275
 (326) 7,098
 (603)
         
NET INCOME 6,374
 598
 14,668
 1,905
         
Preferred dividend requirements and other 241
 241
 482
 482
         
EARNINGS APPLICABLE TO COMMON STOCK 
$6,133
 
$357
 
$14,186
 
$1,423
         
See Notes to Financial Statements.        










ENTERGY NEW ORLEANS, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Nine Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$165,218
 
$161,737
 
$453,386
 
$397,126
Natural gas 17,753
 16,904
 86,141
 70,822
TOTAL 182,971
 178,641
 539,527
 467,948
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 43,056
 42,207
 137,922
 83,656
Purchased power 64,396
 63,705
 197,299
 192,028
Other operation and maintenance 28,159
 33,820
 84,530
 102,187
Taxes other than income taxes 12,539
 13,373
 37,153
 37,141
Depreciation and amortization 9,834
 9,392
 29,040
 28,394
Other regulatory charges - net 121
 249
 574
 748
TOTAL 158,105
 162,746
 486,518
 444,154
         
OPERATING INCOME 24,866
 15,895
 53,009
 23,794
         
OTHER INCOME        
Allowance for equity funds used during construction 156
 223
 716
 656
Interest and investment income 11
 24
 49
 68
Miscellaneous - net (213) (277) (797) (921)
TOTAL (46) (30) (32) (197)
         
INTEREST EXPENSE        
Interest expense 3,263
 3,661
 9,928
 10,312
Allowance for borrowed funds used during construction (76) (130) (350) (351)
TOTAL 3,187
 3,531
 9,578
 9,961
         
INCOME BEFORE INCOME TAXES 21,633
 12,334
 43,399
 13,636
         
Income taxes 7,701
 4,248
 14,799
 3,646
         
NET INCOME 13,932
 8,086
 28,600
 9,990
         
Preferred dividend requirements and other 241
 241
 724
 724
         
EARNINGS APPLICABLE TO COMMON STOCK 
$13,691
 
$7,845
 
$27,876
 
$9,266
         
See Notes to Financial Statements.        


160180


ENTERGY NEW ORLEANS, INC.STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$14,668
 
$1,905
 
$28,600
 
$9,990
Adjustments to reconcile net income to net cash flow provided by operating activities:        
Depreciation and amortization 19,206
 19,002
 29,040
 28,394
Deferred income taxes, investment tax credits, and non-current taxes accrued 7,517
 (12,061) 12,604
 (13,649)
Changes in assets and liabilities:        
Receivables 4,023
 (1,942) 11,491
 (944)
Fuel inventory 1,931
 420
 (75) (1,769)
Accounts payable (8,262) 2,790
 (7,683) 1,628
Prepaid taxes and taxes accrued 330
 (1,047) 1,094
 4,502
Interest accrued (484) (219) (932) (266)
Deferred fuel costs (16,496) 959
 (4,542) 19,108
Other working capital accounts (10,652) (4,557) (13,616) (9,813)
Provisions for estimated losses 5,805
 (4,250) 8,164
 (1,871)
Other regulatory assets 2,491
 12,461
 2,650
 13,915
Pension and other postretirement liabilities (6,333) (1,086) (11,444) (2,581)
Other assets and liabilities 2,058
 11,569
 3,195
 13,304
Net cash flow provided by operating activities 15,802
 23,944
 58,546
 59,948
        
INVESTING ACTIVITIES        
Construction expenditures (27,016) (44,018) (42,420) (68,643)
Allowance for equity funds used during construction 560
 433
 716
 656
Change in money pool receivable - net (2,035) (63,683) (1,927) (15,480)
Receipts from storm reserve escrow account 
 7,749
 
 7,749
Payments to storm reserve escrow account (3,615) (3,807) (5,638) (5,828)
Net cash flow used in investing activities (32,106) (103,326) (49,269) (81,546)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 
 99,024
 
 98,495
Retirement of long-term debt 
 (70,061)
Dividends paid:        
Common stock (3,000) 
Preferred stock (482) (482) (724) (724)
Other (31) (55) (377) 
Net cash flow provided by (used in) financing activities (513) 98,487
 (4,101) 27,710
        
Net increase (decrease) in cash and cash equivalents (16,817) 19,105
Net increase in cash and cash equivalents 5,176
 6,112
Cash and cash equivalents at beginning of period 33,489
 9,391
 33,489
 9,391
Cash and cash equivalents at end of period 
$16,672
 
$28,496
 
$38,665
 
$15,503
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest - net of amount capitalized 
$6,694
 
$6,254
 
$10,195
 
$9,775
Income taxes 
$—
 
$425
 
$900
 
$425
        
See Notes to Financial Statements.        


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ENTERGY NEW ORLEANS, INC.BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents        
Cash 
$1,023
 
$317
 
$1,021
 
$317
Temporary cash investments 15,649
 33,172
 37,644
 33,172
Total cash and cash equivalents 16,672
 33,489
 38,665
 33,489
Accounts receivable:        
Customer 40,252
 38,872
 42,941
 38,872
Allowance for doubtful accounts (351) (974) (366) (974)
Associated companies 32,083
 32,273
 19,832
 32,273
Other 1,256
 2,667
 1,830
 2,667
Accrued unbilled revenues 16,355
 18,745
 17,782
 18,745
Total accounts receivable 89,595
 91,583
 82,019
 91,583
Accumulated deferred income taxes 11,459
 12,018
 7,322
 12,018
Fuel inventory - at average cost 1,068
 2,999
 3,074
 2,999
Materials and supplies - at average cost 12,027
 11,696
 12,412
 11,696
Prepayments and other 19,265
 4,178
 12,263
 4,178
TOTAL 150,086
 155,963
 155,755
 155,963
        
OTHER PROPERTY AND INVESTMENTS        
Non-utility property at cost (less accumulated depreciation) 1,016
 1,016
 1,016
 1,016
Storm reserve escrow account 14,128
 10,513
 16,151
 10,513
TOTAL 15,144
 11,529
 17,167
 11,529
        
UTILITY PLANT        
Electric 922,637
 889,629
 929,046
 889,629
Natural gas 223,834
 222,463
 225,838
 222,463
Construction work in progress 12,757
 29,312
 14,481
 29,312
TOTAL UTILITY PLANT 1,159,228
 1,141,404
 1,169,365
 1,141,404
Less - accumulated depreciation and amortization 581,801
 566,948
 588,813
 566,948
UTILITY PLANT - NET 577,427
 574,456
 580,552
 574,456
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 1,106
 
 2,913
 
Deferred fuel costs 4,080
 4,080
 4,080
 4,080
Other regulatory assets 133,594
 137,191
 131,628
 137,191
Other 6,004
 5,577
 6,108
 5,577
TOTAL 144,784
 146,848
 144,729
 146,848
        
TOTAL ASSETS 
$887,441
 
$888,796
 
$898,203
 
$888,796
        
See Notes to Financial Statements.        

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ENTERGY NEW ORLEANS, INC.BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Accounts payable:        
Associated companies 
$25,669
 
$36,193
 
$28,392
 
$36,193
Other 28,707
 27,840
 26,493
 27,840
Customer deposits 23,680
 22,959
 24,423
 22,959
Taxes accrued 1,839
 1,509
 2,603
 1,509
Interest accrued 3,114
 3,598
 2,666
 3,598
Deferred fuel costs 6,649
 23,145
 18,603
 23,145
System agreement cost equalization 14,851
 17,040
 6,569
 17,040
Other 10,621
 4,387
 8,579
 4,387
TOTAL CURRENT LIABILITIES 115,130
 136,671
 118,328
 136,671
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 193,905
 183,636
 197,371
 183,636
Accumulated deferred investment tax credits 973
 1,082
 918
 1,082
Regulatory liability for income taxes - net 
 2,495
 
 2,495
Other regulatory liabilities 27,554
 26,361
 27,600
 26,361
Asset retirement cost liabilities 2,427
 2,347
 2,469
 2,347
Accumulated provisions 20,805
 15,000
 23,164
 15,000
Pension and other postretirement liabilities 26,164
 32,497
 21,053
 32,497
Long-term debt 225,902
 225,944
 225,886
 225,944
Gas system rebuild insurance proceeds 28,129
 32,760
 25,425
 32,760
Other 6,203
 3,940
 5,050
 3,940
TOTAL NON-CURRENT LIABILITIES 532,062
 526,062
 528,936
 526,062
        
Commitments and Contingencies        
        
Preferred stock without sinking fund 19,780
 19,780
 19,780
 19,780
        
COMMON EQUITY        
Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares in 2014 and 2013 33,744
 33,744
 33,744
 33,744
Paid-in capital 36,294
 36,294
 36,294
 36,294
Retained earnings 150,431
 136,245
 161,121
 136,245
TOTAL 220,469
 206,283
 231,159
 206,283
        
TOTAL LIABILITIES AND EQUITY 
$887,441
 
$888,796
 
$898,203
 
$888,796
        
See Notes to Financial Statements.        


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ENTERGY NEW ORLEANS, INC.STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
      
Common Equity  Common Equity  
Common
Stock
 Paid-in
Capital
 
Retained
Earnings
 Total
Common
Stock
 Paid-in
Capital
 
Retained
Earnings
 Total
(In Thousands)(In Thousands)
              
Balance at December 31, 2012
$33,744
 
$36,294
 
$125,527
 
$195,565

$33,744
 
$36,294
 
$125,527
 
$195,565
              
Net income
 
 1,905
 1,905

 
 9,990
 9,990
Preferred stock dividends
 
 (482) (482)
 
 (724) (724)
              
Balance at June 30, 2013
$33,744
 
$36,294
 
$126,950
 
$196,988
Balance at September 30, 2013
$33,744
 
$36,294
 
$134,793
 
$204,831
              
              
Balance at December 31, 2013
$33,744
 
$36,294
 
$136,245
 
$206,283

$33,744
 
$36,294
 
$136,245
 
$206,283
              
Net income
 
 14,668
 14,668

 
 28,600
 28,600
Common stock dividends
 
 (3,000) (3,000)
Preferred stock dividends
 
 (482) (482)
 
 (724) (724)
              
Balance at June 30, 2014
$33,744
 
$36,294
 
$150,431
 
$220,469
Balance at September 30, 2014
$33,744
 
$36,294
 
$161,121
 
$231,159
              
See Notes to Financial Statements. 
  
  
  
 
  
  
  


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ENTERGY NEW ORLEANS, INC.SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$43
 
$43
 
$—
 
 
$64
 
$67
 
($3) (4)
Commercial 45
 43
 2
 5
 52
 55
 (3) (5)
Industrial 9
 8
 1
 13
 9
 11
 (2) (18)
Governmental 16
 16
 
 
 19
 19
 
 
Total retail 113
 110
 3
 3
 144
 152
 (8) (5)
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 27
 4
 23
 575
 16
 6
 10
 167
Non-associated companies 1
 
 1
 
Other 7
 7
 
 
 5
 4
 1
 25
Total 
$148
 
$121
 
$27
 22
 
$165
 
$162
 
$3
 2
                
Billed Electric Energy Sales (GWh):  
  
  
  
  
  
  
  
Residential 394
 393
 1
 
 614
 613
 1
 
Commercial 491
 475
 16
 3
 589
 576
 13
 2
Industrial 114
 116
 (2) (2) 124
 139
 (15) (11)
Governmental 181
 182
 (1) (1) 219
 206
 13
 6
Total retail 1,180
 1,166
 14
 1
 1,546
 1,534
 12
 1
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 433
 70
 363
 519
 304
 93
 211
 227
Non-associated companies 1
 1
 
 
 1
 2
 (1) (50)
Total 1,614
 1,237
 377
 30
 1,851
 1,629
 222
 14
                
                
 Six Months Ended Increase/  
 Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)  
 (Dollars In Millions)  
Electric Operating Revenues:    
  
  
    
  
  
Residential 
$97
 
$88
 
$9
 10
 
$161
 
$155
 
$6
 4
Commercial 88
 85
 3
 4
 140
 140
 
 
Industrial 17
 16
 1
 6
 26
 27
 (1) (4)
Governmental 31
 32
 (1) (3) 50
 51
 (1) (2)
Total retail 233
 221
 12
 5
 377
 373
 4
 1
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 45
 8
 37
 463
 61
 14
 47
 336
Non associated companies 4
 
 4
 
 4
 
 4
 
Other 6
 6
 
 
 11
 10
 1
 10
Total 
$288
 
$235
 
$53
 23
 
$453
 
$397
 
$56
 14
                
Billed Electric Energy Sales (GWh):  
  
  
  
  
  
  
  
Residential 935
 825
 110
 13
 1,549
 1,438
 111
 8
Commercial 963
 926
 37
 4
 1,552
 1,502
 50
 3
Industrial 220
 219
 1
 
 344
 358
 (14) (4)
Governmental 356
 364
 (8) (2) 575
 570
 5
 1
Total retail 2,474
 2,334
 140
 6
 4,020
 3,868
 152
 4
Sales for resale:  
  
  
  
  
  
  
  
Associated companies 700
 156
 544
 349
 1,004
 249
 755
 303
Non-associated companies 11
 2
 9
 450
 12
 4
 8
 200
Total 3,185
 2,492
 693
 28
 5,036
 4,121
 915
 22


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ENTERGY TEXAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income increased $7.6$3.8 million primarily due to higher net revenue and lower other operation and maintenance expenses and higher net revenue, partially offset by higher taxes other than income taxes.

SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net income increased $19.9$23.6 million primarily due to higher net revenue and lower other operation and maintenance expenses, partially offset by higher taxes other than income taxes and higher depreciation and amortization expenses.

Net Revenue

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the secondthird quarter 2014 to the secondthird quarter 2013:
 Amount
 (In Millions)
2013 net revenue
$144.3180.8
Purchased power capacity13.07.7
Retail electric price6.15.8
Transmission revenue(3.82.4)
Net wholesale revenue(5.03.9)
Reserve equalization(6.24.4)
Other5.8(0.4
)
2014 net revenue
$154.2183.2

The purchased power capacity variance is primarily due to a decrease in expenses due to contract changes.

The retail electric price variance is primarily due to an annual base rate increase of $18.5 million, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case. See Note 2 to the financial statements herein for further discussion of the rate case.

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The net wholesale revenue variance is primarily due to a wholesale customer contract changes for municipals and co-op customers.termination in December 2013.


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Management's Financial Discussion and Analysis

The reserve equalization variance is primarily due to increasedan increase in reserve equalization expense as a result ofcompared to the same period in 2013 primarily due to the changes in the Entergy System generation mix compared to the same period in 2013 as a result of Entergy Arkansas’s exit from the System Agreement in December 2013.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $43.9$10.6 million in fuel cost recovery revenues primarily due to higher fuel rates and the base rate increase, as discussed above, partially offset by a decrease of $13.8 million in gross wholesale revenues as a result of contract changes for municipals and co-ops customers and a decrease in sales to affiliated customers and contract changes for municipals and co-ops customers.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power, partially offset by a decrease in deferred fuel expenses due to a decrease in recovery of fuel costs and a shift from purchased powerhigher interim fuel refunds in 2014 compared to higher-priced gas-fired generation.2013.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Six Months EndedJune 30, 2014 Compared to Six Months EndedJune 30, 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the sixnine months ended JuneSeptember 30, 2014 to the sixnine months ended JuneSeptember 30, 2013:

 Amount
 (In Millions)
2013 net revenue
$265.1445.9
Purchased power capacity22.730.4
Volume/weather15.314.8
Retail electric price7.012.8
Transmission revenue(5.36.5)
Reserve equalization(10.815.2)
Net wholesale revenue(11.815.7)
Other7.36.2
2014 net revenue
$289.5472.7

The purchased power capacity variance is primarily due to a decrease in expenses due to contract changes.

The volume/weather variance is primarily due to an increase of 962942 GWh, or 13%7%, in billed electricity usage, including the effect of favorable weather on residential sales and increased industrial usage primarily in the petroleum industry.industry as a result of expansions.

The retail electric price variance is primarily due to an annual base rate increase of $18.5 million, effective April 2014, as a result of the PUCT’s order in the September 2013 rate case. See Note 2 to the financial statements herein for further discussion of the rate case.

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The reserve equalization variance is primarily due to increasedan increase in reserve equalization expense as a result ofcompared to the same period in 2013 primarily due to the changes in the Entergy System generation mix compared to the same period in 2013 as a result of Entergy Arkansas’s exit from the System Agreement in December 2013.


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Management's Financial Discussion and Analysis

The net wholesale revenue variance is primarily due to a wholesale customer contract changes for municipals and co-op customers.termination in December 2013.
 
Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to to:

an increase of $157.2$167.9 million in fuel cost recovery revenues primarily due to higher fuel rates and therates;
an increase related to volume/weather, as discussed above,above; and
the base rate increase, as discussed above.

The increase was partially offset by a

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Management's Financial Discussion and Analysis

decrease$38.2 million in gross wholesale revenues, as a result ofdiscussed above, and a decrease in sales to affiliated customers and contract changes for municipals and co-ops customers.
    
Fuel and purchased power expenses increased primarily due to an increase in the average market prices of natural gas and purchased power, a shift from purchased power to higher-priced gas-fired generation, and an increase in deferred fuel expenses due to lower interim fuel refunds in 2014 compared to 2013, partially offset by a decrease in recovery of fuel costs.

Other Income Statement Variances

SecondThird Quarter2014 Compared to SecondThird Quarter2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $3.3 million in fossil-fueled generation expenses resulting from an overall lower scope of work done compared to prior year;
a decrease of $2.6 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;
a decrease of $2.3$5.1 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and fewer employees.a settlement charge in 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $1.2$2.1 million resulting from costs incurred in contract work relating primarily2013 related to vegetation maintenance.the now-terminated plan to spin off and merge the Utility’s transmission business.

Taxes other than income taxes increased primarily due to an increase in local franchise taxes resulting from higher gross receipts.and an increase in ad valorem taxes. Franchise taxes have no effect on net income as these taxes are recovered through the franchise tax rider.

SixDepreciation and amortization expenses increased primarily due to additions to plant in service.

Nine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Other operation and maintenance expenses decreased primarily due to:

a decrease of $5.8 million in fossil-fueled generation expenses resulting from an overall lower scope of work done compared to prior year;
a decrease of $4 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business;
a decrease of $3.1$8.2 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and fewer employees.a settlement charge in 2013 related to the payment of lump sum benefits out of the non-qualified pension plan.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for further discussion of benefits costs; and
a decrease of $1.4$6.2 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business; and

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Management's Financial Discussion and Analysis

a decrease of $6 million in contractfossil-fueled generation expenses resulting from an overall lower scope of work relatingdone compared to prior year.

The decrease was partially offset by an increase of $4.4 million primarily due to vegetation maintenance.administration fees in 2014 related to participation in the MISO RTO.     

Taxes other than income taxes increased primarily due to a reduction in the provision recorded for sales and use taxes in 2013, an increase in ad valorem taxes, and an increase in local franchise taxes resulting from higher gross receipts.taxes. Franchise taxes have no effect on net income as these taxes are recovered through the franchise tax rider.

Income Taxes

The effective income tax rate was 39.2%37% for the secondthird quarter 2014 and 39.2%38% for the sixnine months ended JuneSeptember 30, 2014. The differences in the effective income tax rates for the secondthird quarter 2014 and for the sixnine months ended

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Management's Financial Discussion and Analysis

June September 30, 2014 versus the federal statutory rate of 35% were primarily due to certain book and tax differences related to utility plant items and state income taxes.  

The effective income tax rate was 40.1%37.7% for the secondthird quarter 2013 and 46.5%40.2% for the sixnine months ended JuneSeptember 30, 2013. The differencesdifference in the effective income tax ratesrate for the secondthird quarter 2013 and the six months ended June 30, 2013 versus the federal statutory rate of 35% werewas primarily due to certain book and tax differences related to utility plant items and state income
taxes. The difference in the effective income tax rate for the nine months ended September 30, 2013 versus the federal
federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to the allowance for equity funds used during construction.

Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$46,488
 
$60,236

$46,488
 
$60,236
Cash flow provided by (used in):      
Operating activities128,331
 93,516
225,723
 167,278
Investing activities(72,936) (101,881)(123,573) (130,025)
Financing activities(89,561) (33,319)(108,580) (75,746)
Net decrease in cash and cash equivalents(34,166) (41,684)(6,430) (38,493)
Cash and cash equivalents at end of period
$12,322
 
$18,552

$40,058
 
$21,743

Operating Activities

Net cash flow provided by operating activities increased $34.8$58.4 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to:

$86.1 million of fuel cost refunds in the first quarter 2013. See Note 2 to the financial statements in the Form 10-K for discussion of the fuel cost refunds;
System Agreement bandwidth remedy payments of $48.6 million received in the second quarter 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period;period. Entergy Texas received approval to apply a portion of the payments to the under-collected fuel balance. The remaining balance to be refunded to customers is $24.6

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the remaining $9.5 Management's Financial Discussion and Analysis

million of System Agreement bandwidth remedy receipts resulting from FERC’s October 2011 order for the period June - December 2005 werewhich $15.3 million has been credited to Entergy Texas customers as of September 30, 2014. See Note 2 to the financial statements herein and in the first quarter 2013.Form 10-K for a discussion of the System Agreement proceedings; and
timing of collections from customers.

The increase was substantially offset by income tax payments of $2.6$2.8 million for the sixnine months ended JuneSeptember 30, 2014 compared to income tax refunds of $94.2 million for the sixnine months ended JuneSeptember 30, 2013. Entergy Texas had income tax refunds in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The refunds resulted from the utilization of Entergy Texas’s taxable losses against taxable income of other members of the Entergy consolidated group.

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

Investing Activities

Net cash flow used in investing activities decreased $28.9$6.5 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to money pool activity and lower fossil-fueled generation construction expenditures due to a greater scope of projects in 2013.

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

DecreasesIncreases in Entergy Texas’s receivable from the money pool are a sourceuse of cash flow, and Entergy Texas’s receivable from the money pool decreasedincreased by $1.6$0.4 million for the sixnine months endedJune September 30, 2014 compared to increasing by $21.1$5.9 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce Entergy’sthe Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities increased $56.2$32.8 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to $40the retirement of $150 million of 7.875% Series first mortgage bonds in June 2014 and an increase of $15 million in common stock dividends paid, in 2014. Entergy Texas issuedpartially offset by the issuance of $135 million of 5.625% Series first mortgage bonds in May 2014 and retired $150 million of 7.875% Series first mortgage bonds in June 2014. See Note 5 to the financial statements in the Form 10-K and Note 4 to the financial statements herein for more details on long-term debt.

Capital Structure

Entergy Texas’s capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio is primarily due to a decrease in long-term debt and an increase in retained earnings.
June 30,
2014
 
December 31,
2013
September 30,
2014
 
December 31,
2013
Debt to capital63.2% 63.7%61.9% 63.7%
Effect of excluding the securitization bonds(12.2%) (12.6%)(12.0%) (12.6%)
Debt to capital, excluding securitization bonds (a)51.0% 51.1%49.9% 51.1%
Effect of subtracting cash(0.4%) (1.3%)(1.2%) (1.3%)
Net debt to net capital, excluding securitization bonds (a)50.6% 49.8%48.7% 49.8%

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

Net debt consists of debt less cash and cash equivalents.  Debt consists of long-term debt, including the currently maturing portion.  Capital consists of debt and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Texas uses the debt to capital ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Texas’s financial condition because the securitization bonds are non-recourse to Entergy Texas, as more fully described in Note 5 to the financial statements in the Form 10-K.  Entergy Texas also uses the net debt to net capital ratio excluding

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securitization bonds in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Texas’s financial condition because net debt indicates Entergy Texas’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS -Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Texas’s uses and sources of capital.


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Following are updates to the information provided in the Form 10-K. Entergy Texas Inc.is developing its capital investment plan for 2015 through 2017 and Subsidiaries
Management's Financial Discussion and Analysis

Following are the currentcurrently anticipates making $1.2 billion in capital investments during that period. The estimate includes amounts of Entergy Texas’s planned constructionassociated with specific investments such as environmental compliance spending, transmission upgrades, resource planning, generation projects, system improvements, and other investments. Estimated capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$55
 
$25
 
$45
Transmission65
 135
 135
Distribution85
 80
 90
Other10
 30
 20
Total
$215
 
$270
 
$290

The updated capital plan for 2014-2016 reflects spending for potential new generation resourceexpenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints and requirements, transmissionenvironmental compliance, business opportunities, market volatility, economic trends, business restructuring, changes in project plans, and the ability to support economic development through 2016 and reliability as well as other capital plan refinements.access capital.

Entergy Texas’s receivables from the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
$4,671 $6,287 $40,293 $19,175
September 30, 2014 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
$6,727 $6,287 $25,105 $19,175

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

Entergy Texas has a credit facility in the amount of $150 million scheduled to expire in March 2019.  The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. As of JuneSeptember 30, 2014,, there were no cash borrowings and $23.3$31.4 million of letters of credit outstanding under the credit facility.  See Note 4 to the financial statements herein for additional discussion of the credit facility.

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

State and Local Rate Regulation and Fuel-Cost Recovery

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

Filings with the PUCT

2013 Rate Case

In September 2013, Entergy Texas filed a rate case requesting a $38.6$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$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$22 million of purchased power capacity costs. In January 2014 the PUCT staff filed direct testimony recommending a retail rate reduction of $0.3$0.3 million and a 9.2% return on common equity. In March 2014, Entergy

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Management's Financial Discussion and Analysis

Texas filed an Agreed Motion for Interim Rates. The motion explained that the parties to this proceeding have agreed that Entergy Texas should be allowed to implement new rates reflecting an $18.5 million base rate increase, effective for usage on and after April 1, 2014, as well as recovery of charges for rough production cost equalization and rate

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case expenses. In March 2014 the State Office of Administrative Hearings, the body assigned to hear the case, approved the motion. In April 2014, Entergy Texas filed a unanimous stipulation in this case. Among other things, the stipulation provides for an $18.5 million base rate increase, recovery over three years of the calendar year 2012 rough production cost equalization charges and rate case expenses, and states a 9.8% return on common equity. In addition, the stipulation finalizes the fuel and purchased power reconciliation covering the period July 2011 through March 2013, with the parties stipulating an immaterial fuel disallowance. No special circumstances recovery of purchased power capacity costs was allowed. In April 2014 the State Office of Administrative Hearings remanded the case back to the PUCT for final processing. In May 2014 the PUCT approved the stipulation. No motions for rehearing were filed during the statutory rehearing period.

In September 2014, Entergy Texas filed for a distribution cost recovery factor 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 is requesting collection of approximately $7 million annually from retail customers. The PUCT has not yet acted on this filing.

Federal Regulation

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

Industrial and Commercial Customers

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Industrial and Commercial Customers" in the Form 10-K for a discussion of industrial and commercial customers.

Nuclear Matters

See “Nuclear Matters” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

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

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of unbilled revenue and qualified pension and other postretirement benefits.





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ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Six Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$482,932
 
$455,100
 
$923,188
 
$761,273
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 89,258
 60,044
 140,226
 33,944
Purchased power 223,213
 234,228
 458,039
 426,947
Other operation and maintenance 58,979
 67,177
 110,189
 123,667
Taxes other than income taxes 17,260
 15,051
 33,758
 29,701
Depreciation and amortization 24,842
 23,712
 49,357
 47,072
Other regulatory charges - net 16,222
 16,533
 35,405
 35,310
TOTAL 429,774
 416,745
 826,974
 696,641
         
OPERATING INCOME 53,158
 38,355
 96,214
 64,632
         
OTHER INCOME        
Allowance for equity funds used during construction 611
 1,910
 1,456
 2,669
Interest and investment income 172
 339
 475
 686
Miscellaneous - net (876) (485) (1,340) (1,343)
TOTAL (93) 1,764
 591
 2,012
         
INTEREST EXPENSE        
Interest expense 22,948
 23,151
 45,609
 46,332
Allowance for borrowed funds used during construction (426) (1,331) (1,015) (1,886)
TOTAL 22,522
 21,820
 44,594
 44,446
         
INCOME BEFORE INCOME TAXES 30,543
 18,299
 52,211
 22,198
         
Income taxes 11,958
 7,346
 20,461
 10,323
         
NET INCOME 
$18,585
 
$10,953
 
$31,750
 
$11,875
         
See Notes to Financial Statements.        

















ENTERGY TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Nine Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$528,508
 
$526,978
 
$1,451,696
 
$1,288,251
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 92,748
 101,094
 232,974
 135,038
Purchased power 228,755
 220,490
 686,794
 647,437
Other operation and maintenance 56,367
 60,913
 166,556
 184,580
Taxes other than income taxes 18,873
 16,805
 52,631
 46,506
Depreciation and amortization 25,041
 23,659
 74,398
 70,731
Other regulatory charges - net 23,813
 24,587
 59,218
 59,897
TOTAL 445,597
 447,548
 1,272,571
 1,144,189
         
OPERATING INCOME 82,911
 79,430
 179,125
 144,062
         
OTHER INCOME        
Allowance for equity funds used during construction 726
 890
 2,182
 3,559
Interest and investment income 307
 228
 782
 914
Miscellaneous - net (277) (625) (1,617) (1,968)
TOTAL 756
 493
 1,347
 2,505
         
INTEREST EXPENSE        
Interest expense 21,352
 23,069
 66,961
 69,401
Allowance for borrowed funds used during construction (505) (647) (1,520) (2,533)
TOTAL 20,847
 22,422
 65,441
 66,868
         
INCOME BEFORE INCOME TAXES 62,820
 57,501
 115,031
 79,699
         
Income taxes 23,261
 21,700
 43,722
 32,023
         
NET INCOME 
$39,559
 
$35,801
 
$71,309
 
$47,676
         
See Notes to Financial Statements.        

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ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$31,750
 
$11,875
 
$71,309
 
$47,676
Adjustments to reconcile net income to net cash flow provided by operating activities:        
Depreciation and amortization 49,357
 47,072
 74,398
 70,731
Deferred income taxes, investment tax credits, and non-current taxes accrued (52,824) (28,187) (46,976) 78,717
Changes in assets and liabilities:        
Receivables (34,427) (43,776) (14,671) (63,375)
Fuel inventory (1,025) (4,337) 2,115
 (968)
Accounts payable 20,243
 36,679
 (4,292) 13,450
Taxes accrued and prepaid taxes 61,678
 120,352
Prepaid taxes and taxes accrued 84,155
 39,644
Interest accrued (499) (394) (9,744) (9,190)
Deferred fuel costs 3,803
 (93,518) (10,807) (92,604)
Other working capital accounts (8,354) 4,387
 (2,589) 4,689
Provisions for estimated losses 75
 2,124
 (255) 2,358
Other regulatory assets 42,842
 46,800
 70,811
 78,433
Pension and other postretirement liabilities (10,992) (4,303) (18,803) (8,983)
Other assets and liabilities 26,704
 (1,258) 31,072
 6,700
Net cash flow provided by operating activities 128,331
 93,516
 225,723
 167,278
        
INVESTING ACTIVITIES        
Construction expenditures (82,352) (92,149) (130,710) (133,489)
Allowance for equity funds used during construction 1,461
 2,669
 2,193
 3,559
Change in money pool receivable - net 1,616
 (21,118) (440) (5,930)
Changes in securitization account 6,339
 8,717
 5,384
 5,877
Other 
 (42)
Net cash flow used in investing activities (72,936) (101,881) (123,573) (130,025)
        
FINANCING ACTIVITIES        
Proceeds from the issuance of long-term debt 131,436
 
 131,170
 
Retirement of long-term debt (184,343) (33,157) (202,055) (50,579)
Dividends paid:        
Common stock (40,000) 
 (40,000) (25,000)
Other 3,346
 (162) 2,305
 (167)
Net cash flow used in financing activities (89,561) (33,319) (108,580) (75,746)
        
Net decrease in cash and cash equivalents (34,166) (41,684) (6,430) (38,493)
Cash and cash equivalents at beginning of period 46,488
 60,236
 46,488
 60,236
Cash and cash equivalents at end of period 
$12,322
 
$18,552
 
$40,058
 
$21,743
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid (received) during the period for:        
Interest - net of amount capitalized 
$44,178
 
$44,663
 
$73,816
 
$75,500
Income taxes 
$2,572
 
($94,189) 
$2,780
 
($94,233)
        
See Notes to Financial Statements.        


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ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$1,499
 
$2,432
 
$2,028
 
$2,432
Temporary cash investments 10,823
 44,056
 38,030
 44,056
Total cash and cash equivalents 12,322
 46,488
 40,058
 46,488
Securitization recovery trust account 31,172
 37,511
 32,128
 37,511
Accounts receivable:        
Customer 78,395
 76,957
 85,038
 76,957
Allowance for doubtful accounts (559) (443) (813) (443)
Associated companies 107,570
 76,494
 76,560
 76,494
Other 10,339
 10,897
 15,188
 10,897
Accrued unbilled revenues 44,038
 43,067
 46,110
 43,067
Total accounts receivable 239,783
 206,972
 222,083
 206,972
Deferred fuel costs 6,714
 
Accumulated deferred income taxes 17,600
 
Fuel inventory - at average cost 56,360
 55,335
 53,220
 55,335
Materials and supplies - at average cost 34,359
 34,068
 34,466
 34,068
System agreement cost equalization 13,851
 16,040
 
 16,040
Prepaid taxes 
 55,635
 
 55,635
Prepayments and other 59,196
 34,458
 47,467
 34,458
TOTAL 447,043
 486,507
 453,736
 486,507
        
OTHER PROPERTY AND INVESTMENTS        
Investments in affiliates - at equity 669
 687
 661
 687
Non-utility property - at cost (less accumulated depreciation) 376
 376
 376
 376
Other 18,799
 18,161
 18,942
 18,161
TOTAL 19,844
 19,224
 19,979
 19,224
        
UTILITY PLANT        
Electric 3,692,693
 3,616,061
 3,724,088
 3,616,061
Construction work in progress 84,539
 94,743
 95,913
 94,743
TOTAL UTILITY PLANT 3,777,232
 3,710,804
 3,820,001
 3,710,804
Less - accumulated depreciation and amortization 1,423,219
 1,387,303
 1,443,022
 1,387,303
UTILITY PLANT - NET 2,354,013
 2,323,501
 2,376,979
 2,323,501
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 127,338
 129,069
 126,893
 129,069
Other regulatory assets (includes securitization property of $555,466 as of June 30, 2014 and $585,152 as of December 31, 2013) 878,123
 919,234
Other regulatory assets (includes securitization property of $535,167 as of September 30, 2014 and $585,152 as of December 31, 2013) 850,599
 919,234
Long-term receivables - associated companies 26,961
 27,900
 26,558
 27,900
Other 15,869
 16,425
 15,707
 16,425
TOTAL 1,048,291
 1,092,628
 1,019,757
 1,092,628
        
TOTAL ASSETS 
$3,869,191
 
$3,921,860
 
$3,870,451
 
$3,921,860
        
See Notes to Financial Statements.  
  
  
  

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ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Currently maturing long-term debt 
$200,000
 
$—
 
$200,000
 
$—
Accounts payable:        
Associated companies 119,856
 112,309
 102,796
 112,309
Other 82,910
 73,682
 74,882
 73,682
Customer deposits 41,460
 38,721
 42,900
 38,721
Taxes accrued 6,043
 
 28,520
 
Accumulated deferred income taxes 26,366
 33,847
 
 33,847
Interest accrued 30,747
 31,246
 21,502
 31,246
Deferred fuel costs 7,896
 4,093
 
 4,093
Pension and other postretirement liabilities 743
 786
 722
 786
System agreement cost equalization 12,000
 12,000
 
 12,000
Other 35,237
 23,490
 26,089
 23,490
TOTAL 563,258
 330,174
 497,411
 330,174
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 975,599
 1,022,955
 1,026,601
 1,022,955
Accumulated deferred investment tax credits 15,433
 16,147
 15,084
 16,147
Other regulatory liabilities 22,720
 5,194
 12,837
 5,194
Asset retirement cost liabilities 4,477
 4,349
 4,543
 4,349
Accumulated provisions 9,154
 9,079
 8,824
 9,079
Pension and other postretirement liabilities 40,304
 51,253
 32,514
 51,253
Long-term debt (includes securitization bonds of $594,755 as of June 30, 2014 and $629,087 as of December 31, 2013) 1,307,817
 1,556,939
Long-term debt (includes securitization bonds of $577,049 as of September 30, 2014 and $629,087 as of December 31, 2013) 1,290,216
 1,556,939
Other 51,652
 38,743
 64,085
 38,743
TOTAL 2,427,156
 2,704,659
 2,454,704
 2,704,659
        
Commitments and Contingencies        
        
COMMON EQUITY        
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 46,525,000 shares in 2014 and 2013 49,452
 49,452
 49,452
 49,452
Paid-in capital 481,994
 481,994
 481,994
 481,994
Retained earnings 347,331
 355,581
 386,890
 355,581
TOTAL 878,777
 887,027
 918,336
 887,027
        
TOTAL LIABILITIES AND EQUITY 
$3,869,191
 
$3,921,860
 
$3,870,451
 
$3,921,860
        
See Notes to Financial Statements.        


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ENTERGY TEXAS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
      
Common Equity  Common Equity  
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 Total
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 Total
(In Thousands)(In Thousands)
              
Balance at December 31, 2012
$49,452
 
$481,994
 
$322,700
 
$854,146

$49,452
 
$481,994
 
$322,700
 
$854,146
              
Net income
 
 11,875
 11,875

 
 47,676
 47,676
Common stock dividends
 
 (25,000) (25,000)
              
Balance at June 30, 2013
$49,452
 
$481,994
 
$334,575
 
$866,021
Balance at September 30, 2013
$49,452
 
$481,994
 
$345,376
 
$876,822
              
              
Balance at December 31, 2013
$49,452
 
$481,994
 
$355,581
 
$887,027

$49,452
 
$481,994
 
$355,581
 
$887,027
              
Net income
 
 31,750
 31,750

 
 71,309
 71,309
Common stock dividends
 
 (40,000) (40,000)
 
 (40,000) (40,000)
              
Balance at June 30, 2014
$49,452
 
$481,994
 
$347,331
 
$878,777
Balance at September 30, 2014
$49,452
 
$481,994
 
$386,890
 
$918,336
              
See Notes to Financial Statements.              


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ENTERGY TEXAS, INC. AND SUBSIDIARIESSELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2014 and 2013
For the Three and Nine Months Ended September 30, 2014 and 2013For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
            
 Three Months Ended Increase/   Three Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$141
 
$136
 
$5
 4
 
$210
 
$213
 
($3) (1)
Commercial 97
 85
 12
 14
 109
 102
 7
 7
Industrial 121
 85
 36
 42
 106
 98
 8
 8
Governmental 7
 6
 1
 17
 7
 7
 
 
Total retail 366
 312
 54
 17
 432
 420
 12
 3
Sales for resale:                
Associated companies 95
 109
 (14) (13) 82
 90
 (8) (9)
Non-associated companies 3
 9
 (6) (67) 5
 10
 (5) (50)
Other 19
 25
 (6) (24) 10
 7
 3
 43
Total 
$483
 
$455
 
$28
 6
 
$529
 
$527
 
$2
 
                
Billed Electric Energy Sales (GWh):                
Residential 1,169
 1,203
 (34) (3) 1,845
 1,917
 (72) (4)
Commercial 1,049
 1,034
 15
 1
 1,292
 1,291
 1
 
Industrial 1,860
 1,517
 343
 23
 1,823
 1,768
 55
 3
Governmental 68
 68
 
 
 73
 77
 (4) (5)
Total retail 4,146
 3,822
 324
 8
 5,033
 5,053
 (20) 
Sales for resale:                
Associated companies 1,423
 1,740
 (317) (18) 1,353
 1,713
 (360) (21)
Non-associated companies 18
 160
 (142) (89) 14
 142
 (128) (90)
Total 5,587
 5,722
 (135) (2) 6,400
 6,908
 (508) (7)
                
                
 Six Months Ended Increase/   Nine Months Ended Increase/  
Description 2014 2013 (Decrease) % 2014 2013 (Decrease) %
 (Dollars In Millions)   (Dollars In Millions)  
Electric Operating Revenues:                
Residential 
$306
 
$237
 
$69
 29
 
$516
 
$450
 
$66
 15
Commercial 185
 138
 47
 34
 294
 240
 54
 23
Industrial 216
 135
 81
 60
 322
 233
 89
 38
Governmental 13
 10
 3
 30
 20
 17
 3
 18
Total retail 720
 520
 200
 38
 1,152
 940
 212
 23
Sales for resale:                
Associated companies 170
 193
 (23) (12) 252
 283
 (31) (11)
Non-associated companies 15
 18
 (3) (17) 20
 28
 (8) (29)
Other 18
 30
 (12) (40) 28
 37
 (9) (24)
Total 
$923
 
$761
 
$162
 21
 
$1,452
 
$1,288
 
$164
 13
                
Billed Electric Energy Sales (GWh):                
Residential 2,702
 2,466
 236
 10
 4,547
 4,383
 164
 4
Commercial 2,095
 2,015
 80
 4
 3,387
 3,306
 81
 2
Industrial 3,582
 2,936
 646
 22
 5,405
 4,704
 701
 15
Governmental 136
 136
 
 
 209
 213
 (4) (2)
Total retail 8,515
 7,553
 962
 13
 13,548
 12,606
 942
 7
Sales for resale:                
Associated companies 2,453
 3,065
 (612) (20) 3,806
 4,778
 (972) (20)
Non-associated companies 154
 322
 (168) (52) 168
 464
 (296) (64)
Total 11,122
 10,940
 182
 2
 17,522
 17,848
 (326) (2)

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SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

System Energy’s principal asset currently consists of an ownership interest and a leasehold interest in Grand Gulf.  The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf pursuant to the Unit Power Sales Agreement.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenues.
 
SecondThird Quarter2014 Compared to SecondThird Quarter2013

Net income decreased $1.8$8.4 million primarily due to a higher effective income tax rate and lower operating revenues resulting from lower rate base as compared with the same period in the prior year.year, partially offset by higher other regulatory credits. System Energy records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The increase in regulatory credits for the third quarter 2014 compared to the same period in prior year is primarily caused by regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment.
    
SixNine Months EndedJune September 30, 2014 Compared to SixNine Months EndedJune September 30, 2013

Net income decreased $5.2$13.6 million primarily due to a higher effective income tax rate and lower operating revenues resulting from lower rate base as compared with the same period in the prior year.year, partially offset by higher other regulatory credits. System Energy records a regulatory credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation-related costs collected in revenue. The increase in regulatory credits for the third quarter 2014 compared to the same period in prior year is primarily caused by increases in depreciation and accretion expenses and regulatory credits recorded in the third quarter 2014 to realign the asset retirement obligation regulatory asset with regulatory treatment.
    
Liquidity and Capital Resources

Cash Flow

Cash flows for the sixnine months endedJune September 30, 2014 and 2013 were as follows:
2014 20132014 2013
(In Thousands)(In Thousands)
Cash and cash equivalents at beginning of period
$127,142
 
$83,622

$127,142
 
$83,622
      
Cash flow provided by (used in):      
Operating activities173,357
 16,406
296,114
 136,814
Investing activities(186,375) (19,437)(204,522) (59,890)
Financing activities(26,370) (79,971)(83,903) (156,734)
Net decrease in cash and cash equivalents(39,388) (83,002)
Net increase (decrease) in cash and cash equivalents7,689
 (79,810)
      
Cash and cash equivalents at end of period
$87,754
 
$620

$134,831
 
$3,812

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System Energy Resources, Inc.
Management's Financial Discussion and Analysis

Operating Activities

Net cash flow provided by operating activities increased $157$159.3 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to a decrease of $198.7$211.5 million in income tax payments in 2014. The decrease was partially offset by spending on the Grand Gulf refueling outage in 2014 and an increase of $5.3$11.8 million in pension contributions in 2014. System Energy had income tax payments in 2013 in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The income tax payments resulted primarily from the reversal of temporary differences for which System Energy had previously claimed a tax deduction. See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical

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System Energy Resources, Inc.
Management's Financial Discussion and Analysis

Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits.

Investing Activities

Net cash flow used in investing activities increased $166.9$144.6 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to fluctuations in nuclear fuel activity because of variations from year to year in the timing and pricing of fuel reload requirements in the Utility business, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle and money pool activity.

Increases in System Energy’s receivable from the money pool are a use of cash flow and System Energy’s receivable from the money pool increased by $27.2$14.5 million for the sixnine months endedJune September 30, 2014 compared to decreasing by $26.9$22.9 million for the sixnine months endedJune September 30, 2013.2013.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used by financing activities decreased $53.6$72.8 million for the sixnine months endedJune September 30, 2014 compared to the sixnine months endedJune September 30, 2013 primarily due to to:

the redemption of $70 million of 6.29% Series F notes by the nuclear fuel company variable interest entity in September 2013; and
borrowings of $65.4$40.8 million on the nuclear fuel company variable interest entity’s credit facility in 2014 compared to repaymentsborrowings of $38.9$6.5 million on the nuclear fuel company variable interest entity’s credit facility in 2013.

This decrease was offset by money pool activity.

Increasesan increase of $28 million in System Energy’s payable to the money pool are a source of cash flow, and System Energy’s payable to the money pool increased by $51.1 million for the six months ended June 30, 2013.common stock dividends paid in 2014.

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

Capital Structure

System Energy’s capitalization is balanced between equity and debt, as shown in the following table.  
June 30,
 2014
 
December 31,
2013
September 30,
 2014
 
December 31,
2013
Debt to capital46.8% 46.4%46.2% 46.4%
Effect of subtracting cash(3.0%) (4.6%)(4.9%) (4.6%)
Net debt to net capital43.8% 41.8%41.3% 41.8%

Net debt consists of debt less cash and cash equivalents.  Debt consists of short-term borrowings and long-term debt, including the currently maturing portion.  Capital consists of debt and common equity.  Net capital consists of capital

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System Energy Resources, Inc.
Management's Financial Discussion and Analysis

less cash and cash equivalents.  System Energy uses the debt to capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy’s financial condition.  System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy’s financial condition because net debt indicates System Energy’s outstanding debt position that could not be readily satisfied by cash and cash equivalents on hand.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources"in the Form 10-K for a discussion of System Energy’s uses and sources of capital.


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Following are updates to the information provided in the Form 10-K. System Energy Resources, Inc.
Management's Financial Discussion and Analysis

Following are the current amounts of System Energy’s planned construction and otheris developing its capital investments.
 2014 2015 2016
 (In Millions)
Planned construction and capital investment:   
  
Generation
$65
 
$50
 
$55
Other5
 5
 5
Total
$70
 
$55
 
$60

The updated capitalinvestment plan for 2014-2016 reflects spending for2015 through 2017 and currently anticipates making $170 million in capital investments during that period. The estimate includes amounts associated with specific investments, and initiativessuch as well as other capital plan refinements.plant improvements.

System Energy’s receivables from or (payables to) the money pool were as follows:
June 30,
2014
 
December 31,
2013
 
June 30,
2013
 
December 31,
2012
(In Thousands)
$36,456 $9,223 ($51,092) $26,915
September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
December 31,
2012
(In Thousands)
$23,768 $9,223 $4,008 $26,915

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

The System Energy nuclear fuel company variable interest entity has a credit facility in the amount of $125$125 million scheduled to expire in June 2016.2016.  As of JuneSeptember 30, 2014,, $65.4 $40.9 million in letters of credit were outstanding under the credit facility to support a like amount of commercial paper issued by the System Energy nuclear fuel company variable interest entity.  See Note 4 to the financial statements herein for additional discussion of the variable interest entity credit facility.

Nuclear Matters

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

Environmental Risks

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

Critical Accounting Estimates

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






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SYSTEM ENERGY RESOURCES, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Six Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$163,830
 
$172,177
 
$321,497
 
$340,755
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 23,111
 28,586
 37,259
 50,103
Nuclear refueling outage expenses 5,511
 7,358
 11,693
 14,715
Other operation and maintenance 34,122
 40,437
 68,800
 80,378
Decommissioning 10,368
 8,787
 20,560
 17,418
Taxes other than income taxes 6,352
 6,484
 12,874
 12,973
Depreciation and amortization 35,985
 32,030
 73,311
 67,446
Other regulatory credits - net (8,166) (3,137) (11,576) (5,962)
TOTAL 107,283
 120,545
 212,921
 237,071
         
OPERATING INCOME 56,547
 51,632
 108,576
 103,684
         
OTHER INCOME        
Allowance for equity funds used during construction 986
 1,732
 2,204
 3,203
Interest and investment income 1,388
 2,514
 5,803
 5,191
Miscellaneous - net (96) (191) (201) (359)
TOTAL 2,278
 4,055
 7,806
 8,035
         
INTEREST EXPENSE        
Interest expense 13,354
 9,451
 27,601
 18,655
Allowance for borrowed funds used during construction (415) (203) (582) (381)
TOTAL 12,939
 9,248
 27,019
 18,274
         
INCOME BEFORE INCOME TAXES 45,886
 46,439
 89,363
 93,445
         
Income taxes 19,955
 18,705
 38,813
 37,705
         
NET INCOME 
$25,931
 
$27,734
 
$50,550
 
$55,740
         
See Notes to Financial Statements.        
















SYSTEM ENERGY RESOURCES, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
     
  Three Months Ended Nine Months Ended
  2014 2013 2014 2013
  (In Thousands) (In Thousands)
OPERATING REVENUES        
Electric 
$172,151
 
$192,679
 
$493,648
 
$533,434
         
OPERATING EXPENSES        
Operation and Maintenance:        
Fuel, fuel-related expenses, and gas purchased for resale 23,286
 26,974
 60,545
 77,077
Nuclear refueling outage expenses 5,808
 7,418
 17,501
 22,133
Other operation and maintenance 44,573
 43,577
 113,373
 123,955
Decommissioning 10,546
 8,946
 31,106
 26,364
Taxes other than income taxes 6,283
 6,291
 19,157
 19,264
Depreciation and amortization 33,941
 51,981
 107,252
 119,427
Other regulatory credits - net (10,770) (4,537) (22,346) (10,499)
TOTAL 113,667
 140,650
 326,588
 377,721
         
OPERATING INCOME 58,484
 52,029
 167,060
 155,713
         
OTHER INCOME        
Allowance for equity funds used during construction 1,295
 2,267
 3,499
 5,470
Interest and investment income 2,921
 1,259
 8,724
 6,450
Miscellaneous - net (88) (134) (289) (493)
TOTAL 4,128
 3,392
 11,934
 11,427
         
INTEREST EXPENSE        
Interest expense 15,501
 9,756
 43,102
 28,411
Allowance for borrowed funds used during construction (338) (223) (920) (604)
TOTAL 15,163
 9,533
 42,182
 27,807
         
INCOME BEFORE INCOME TAXES 47,449
 45,888
 136,812
 139,333
         
Income taxes 20,719
 10,783
 59,532
 48,488
         
NET INCOME 
$26,730
 
$35,105
 
$77,280
 
$90,845
         
See Notes to Financial Statements.        

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SYSTEM ENERGY RESOURCES, INC.STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
OPERATING ACTIVITIES        
Net income 
$50,550
 
$55,740
 
$77,280
 
$90,845
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization 122,932
 124,192
 187,357
 206,699
Deferred income taxes, investment tax credits, and non-current taxes accrued 43,603
 34,693
 56,268
 57,096
Changes in assets and liabilities:        
Receivables 43,554
 11,076
 23,355
 4,180
Accounts payable (8,232) 43
 (9,193) (2,039)
Taxes accrued and prepaid taxes (18,406) (211,986)
Prepaid taxes and taxes accrued (6,724) (219,221)
Interest accrued 5,890
 (3,254) 20,266
 (127)
Other working capital accounts (31,953) 8,537
 (20,848) 17,025
Other regulatory assets 4,692
 11,145
 2,802
 13,724
Pension and other postretirement liabilities (5,930) (1,777) (14,384) (4,891)
Other assets and liabilities (33,343) (12,003) (20,065) (26,477)
Net cash flow provided by operating activities 173,357
 16,406
 296,114
 136,814
        
INVESTING ACTIVITIES        
Construction expenditures (37,453) (30,515) (50,379) (37,731)
Allowance for equity funds used during construction 2,204
 3,203
 3,499
 5,470
Nuclear fuel purchases (152,527) (29,802) (163,492) (53,666)
Proceeds from the sale of nuclear fuel 43,992
 26,522
 43,992
 26,522
Proceeds from nuclear decommissioning trust fund sales 231,632
 91,230
 333,046
 144,631
Investment in nuclear decommissioning trust funds (246,990) (106,990) (356,643) (168,023)
Changes in money pool receivable - net (27,233) 26,915
 (14,545) 22,907
Net cash flow used in investing activities (186,375) (19,437) (204,522) (59,890)
        
FINANCING ACTIVITIES        
Retirement of long-term debt (46,743) (40,902) (46,743) (111,479)
Changes in money pool payable - net 
 51,092
Changes in credit borrowings - net 65,400
 (38,934) 40,846
 6,531
Dividends paid:        
Common stock (45,000) (50,000) (77,977) (50,000)
Other (27) (1,227) (29) (1,786)
Net cash flow used in financing activities (26,370) (79,971) (83,903) (156,734)
        
Net decrease in cash and cash equivalents (39,388) (83,002)
Net increase (decrease) in cash and cash equivalents 7,689
 (79,810)
Cash and cash equivalents at beginning of period 127,142
 83,622
 127,142
 83,622
Cash and cash equivalents at end of period 
$87,754
 
$620
 
$134,831
 
$3,812
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest - net of amount capitalized 
$16,364
 
$17,578
 
$16,364
 
$20,708
Income taxes 
$5,564
 
$204,219
 
$5,564
 
$217,089
        
See Notes to Financial Statements.        


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SYSTEM ENERGY RESOURCES, INC.BALANCE SHEETSASSETS
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT ASSETS        
Cash and cash equivalents:        
Cash 
$3,519
 
$62,561
 
$570
 
$62,561
Temporary cash investments 84,235
 64,581
 134,261
 64,581
Total cash and cash equivalents 87,754
 127,142
 134,831
 127,142
Accounts receivable:        
Associated companies 91,139
 104,419
 96,728
 104,419
Other 3,359
 6,400
 5,281
 6,400
Total accounts receivable 94,498
 110,819
 102,009
 110,819
Materials and supplies - at average cost 84,172
 85,118
 81,284
 85,118
Deferred nuclear refueling outage costs 38,918
 7,853
 32,759
 7,853
Prepaid taxes 7,285
 
Prepayments and other 6,071
 1,727
 4,009
 1,727
TOTAL 318,698
 332,659
 354,892
 332,659
        
OTHER PROPERTY AND INVESTMENTS        
Decommissioning trust funds 645,225
 603,896
 650,700
 603,896
TOTAL 645,225
 603,896
 650,700
 603,896
        
UTILITY PLANT        
Electric 4,137,678
 4,124,647
 4,142,718
 4,124,647
Property under capital lease 570,872
 570,872
 570,872
 570,872
Construction work in progress 34,128
 29,061
 39,679
 29,061
Nuclear fuel 288,467
 188,824
 261,710
 188,824
TOTAL UTILITY PLANT 5,031,145
 4,913,404
 5,014,979
 4,913,404
Less - accumulated depreciation and amortization 2,752,375
 2,699,263
 2,785,310
 2,699,263
UTILITY PLANT - NET 2,278,770
 2,214,141
 2,229,669
 2,214,141
        
DEFERRED DEBITS AND OTHER ASSETS        
Regulatory assets:        
Regulatory asset for income taxes - net 110,958
 115,492
 108,335
 115,492
Other regulatory assets 261,582
 261,740
 266,095
 261,740
Other 15,032
 15,996
 14,390
 15,996
TOTAL 387,572
 393,228
 388,820
 393,228
        
TOTAL ASSETS 
$3,630,265
 
$3,543,924
 
$3,624,081
 
$3,543,924
        
See Notes to Financial Statements.        

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SYSTEM ENERGY RESOURCES, INC.BALANCE SHEETSLIABILITIES AND EQUITY
June 30, 2014 and December 31, 2013
September 30, 2014 and December 31, 2013September 30, 2014 and December 31, 2013
(Unaudited)
 2014 2013 2014 2013
 (In Thousands) (In Thousands)
CURRENT LIABILITIES        
Currently maturing long-term debt 
$75,160
 
$48,653
 
$76,310
 
$48,653
Short-term borrowings 65,400
 
 40,846
 
Accounts payable:        
Associated companies 4,288
 12,778
 4,801
 12,778
Other 33,895
 31,862
 33,152
 31,862
Taxes accrued 
 11,121
 4,397
 11,121
Accumulated deferred income taxes 14,239
 2,310
 12,676
 2,310
Interest accrued 17,715
 11,825
 32,091
 11,825
Other 2,320
 2,312
 2,316
 2,312
TOTAL 213,017
 120,861
 206,589
 120,861
        
NON-CURRENT LIABILITIES        
Accumulated deferred income taxes and taxes accrued 778,662
 737,973
 789,524
 737,973
Accumulated deferred investment tax credits 53,062
 54,786
 53,120
 54,786
Other regulatory liabilities 358,079
 349,846
 352,681
 349,846
Decommissioning 636,717
 616,157
 647,263
 616,157
Pension and other postretirement liabilities 73,481
 79,411
 65,027
 79,411
Long-term debt 635,590
 708,783
 634,467
 708,783
TOTAL 2,535,591
 2,546,956
 2,542,082
 2,546,956
        
Commitments and Contingencies        
        
COMMON EQUITY        
Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 2014 and 2013 789,350
 789,350
 789,350
 789,350
Retained earnings 92,307
 86,757
 86,060
 86,757
TOTAL 881,657
 876,107
 875,410
 876,107
        
TOTAL LIABILITIES AND EQUITY 
$3,630,265
 
$3,543,924
 
$3,624,081
 
$3,543,924
        
See Notes to Financial Statements.        


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SYSTEM ENERGY RESOURCES, INC.STATEMENTS OF CHANGES IN COMMON EQUITY
For the Six Months Ended June 30, 2014 and 2013
For the Nine Months Ended September 30, 2014 and 2013For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)
      
Common Equity  Common Equity  
Common
Stock
 
Retained
Earnings
 Total
Common
Stock
 
Retained
Earnings
 Total
(In Thousands)(In Thousands)
          
Balance at December 31, 2012
$789,350
 
$43,379
 
$832,729

$789,350
 
$43,379
 
$832,729
          
Net income
 55,740
 55,740

 90,845
 90,845
Common stock dividends
 (50,000) (50,000)
 (50,000) (50,000)
          
Balance at June 30, 2013
$789,350
 
$49,119
 
$838,469
Balance at September 30, 2013
$789,350
 
$84,224
 
$873,574
          
          
Balance at December 31, 2013
$789,350
 
$86,757
 
$876,107

$789,350
 
$86,757
 
$876,107
          
Net income
 50,550
 50,550

 77,280
 77,280
Common stock dividends
 (45,000) (45,000)
 (77,977) (77,977)
          
Balance at June 30, 2014
$789,350
 
$92,307
 
$881,657
Balance at September 30, 2014
$789,350
 
$86,060
 
$875,410
          
See Notes to Financial Statements.          



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ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal, administrative, and other regulatory proceedings affecting Entergy.  Also see "Item 5, Other Information, Environmental Regulation" below, for updates regarding environmental proceedings and regulation.

Item 1A.  Risk Factors

There have been no material changes to the risk factors discussed in "PART I, Item 1A, Risk Factors" in the Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (a)
Period 
Total Number of
Shares Purchased
 
Average Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan
 
Maximum $
Amount
of Shares that May
Yet be Purchased
Under a Plan (b)
         
4/01/2014-4/30/2014 
 
$—
 
 
$350,052,918
5/01/2014-5/31/2014 248,190
 
$73.57
 248,190
 
$350,052,918
6/01/2014-6/30/2014 
 
$—
 
 
$350,052,918
Total 248,190
 
$73.57
 248,190
  
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan
Maximum $
Amount
of Shares that May
Yet be Purchased
Under a Plan (b)
7/01/2014-7/31/2014

$—


$350,052,918
8/01/2014-8/31/2014

$—


$350,052,918
9/01/2014-9/30/2014

$—


$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 2014, Entergy withheld 55,076 shares of its common stock at $61.29 per share and 43,246 shares of its common stock at $63.03 to pay income taxes due upon vesting of restricted stock granted as part of its long-term incentive program.

(a)See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.
(b)Maximum amount of shares that may yet be repurchased relates only to the $500 million plan and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.



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Item 5.  Other Information

Regulation of the Nuclear Power Industry

Nuclear Waste Policy Act of 1982

Spent Nuclear Fuel

Following the current Presidential administration’s defunding of the Yucca Mountain spent fuel repository program, the National Association of Regulatory Utility Commissioners and others sued the government seeking cessation of collection of the one mill per net kWh generated and sold after April 7, 1983 fee. In November 2013 the D.C. Circuit Court of Appeals ordered the DOE to submit a proposal to Congress to reset the fee to zero until the DOE complies with the Nuclear Waste Policy Act or Congress enacts an alternative waste disposal plan. In January 2014 the DOE submitted the proposal to Congress under protest, and also filed a petition for rehearing with the D.C. Circuit. The petition for rehearing was denied. The zero spent fuel fee went into effect prospectively in May 2014. Management cannot predict the potential timing or magnitude of future spent fuel fee revisions that may occur.

Nuclear Plant Decommissioning

See the discussion in Part I, Item 1 in the Form 10-K for information regarding decommissioning funding for the nuclear plants.  Following is an update to that discussion.  In March 2014, Entergy Nuclear Operations made filings with the NRC reporting on decommissioning funding for certain of Entergy’s nuclear plants.  Those reports all showed that decommissioning funding for those nuclear plants met the NRC’s financial assurance requirements.

Environmental Regulation

Following are updates to the Environmental Regulation section of Part I, Item 1 of the Form 10-K.

Clean Air Act and Subsequent Amendments

Cross-State Air Pollution

In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and 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.

Based on several court challenges, the CAIR was vacated and remanded to the EPA by the D.C. Circuit in 2008.  The court allowed the CAIR to become effective in January 2009, while the EPA revised the rule.  On July 7, 2011, the EPA released its final Cross-State Air Pollution Rule (CSAPR, which previously was referred to as the Transport Rule).  The rule was directed at limiting the interstate transport of emissions of NOX and SO2 as precursors to ozone and fine particulate matter.  The final rule provided a significantly lower number of allowances to Entergy’s Utility states than did the draft rule.  Entergy’s capital investment and annual allowance purchase costs under the CSAPR would depend on the economic assessment of NOX and SO2 allowance markets, the cost of control technologies, generation unit utilization, and the availability and cost of purchased power.

Entergy filed a petition for review with the United States Court of Appeals for the D.C. Circuit and a petition with the EPA for reconsideration of the rule and stay of its effectiveness. Several other parties filed similar petitions. In December 2011 the Court of Appeals for the D.C. Circuit Court stayed CSAPR and instructed the EPA to continue administering CAIR, pending further judicial review. In August 2012 the court issued a decision vacating CSAPR and leaving CAIR in place pending the promulgation of a lawful replacement for both rules. In January 2013 the court denied petitions for reconsideration filed by the EPA and certain states and intervenors. In March 2013 the EPA and

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other parties filed petitions for certiorari with the U.S. Supreme Court. The U.S. Supreme Court issued an order in June 2013 granting the EPA’s and environmental groups’ petitions for review of the D.C. Circuit’s decision vacating CSAPR. In April 2014 the Supreme Court reversed the D.C. Circuit and remanded the case to the D.C. Circuit for further proceedings. In June 2014 the EPA filed a motion with the D.C. Circuit Court requesting that the court lift the stay and extend CSAPR’s deadlines by three years so that the Phase 1 emissions budgets apply in 2015 and 2016 and the Phase 2 emissions budgets apply in 2017 and beyond. Until the courts or the EPA issue further guidance on this rule and its applicability, Entergy will continue to comply with CAIR as directed by the D.C. Circuit in its original opinion.

New Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, President Obama directed the EPA to (i) reissue proposed carbon pollution standards for new power plants by September 20, 2013, with finalization of the rules to occur in a timely manner; (ii) issue proposed carbon pollution standards, regulations, or guidelines, as appropriate, for modified, reconstructed, and existing power plants no later than June 1, 2014; (iii) finalize those rules by no later than June 1, 2015; and (iv) include in the guidelines addressing existing power plants a requirement that states submit to the EPA the implementation plans required under Section 111(d) of the Clean Air Act and its implementing regulations by no later than June 30, 2016. In September 2013 the EPA issued the proposed New Source Performance Standards rule for new sources. The rule was published in the Federal Register in January 2014. Entergy is actively engaged in the rulemaking process. In June 2014 the EPA issued proposed standards for existing power plants.  Comments on this rule are due to the EPA in Octoberby December 1, 2014.  Entergy is reviewing this rule and will be actively engaged in the rulemaking process.  Cost and methods of compliance remain unknown at this time. 

Clean Water Act

NPDES Permits and Section 401 Water Quality Certifications

Indian Point

See the Form 10-K for discussion of Entergy’s application for renewal of Indian Point 2 and Indian Point 3 discharge permit and Entergy’s application for a water quality certification. Hearings were held in July 2013 before New York State Department of Environmental Conservation (NYSDEC) ALJs on environmental issues related to Indian Point’s wedgewire screen proposal for “best technology available." In 2014, hearings were held on NYSDEC’s proposed best technology available, closed cycle cooling. The NYSDEC also has proposed annual fish protection outages of 42, 62, or 92 days at both units or at one unit with closed cycle cooling at the other. Hearings on this alternative technology are expected to occur in early 2015, to be followed by post-hearing briefing. The ALJs have issued no partial decisions on the several issues that have been litigated during the past two years and have not announced a schedule for doing so. After the full hearing on the merits, the ALJs will issue a recommended decision to the NYSDEC Commissioner who will then issue the final agency decision.  A party to the proceeding can appeal the decision of the NYSDEC Commissioner to state court.

Effluent Limitation Guidelines

In April 2013 the EPA issued proposed effluent limitation guidelines that, if adopted as final, would apply to discharges from Entergy’s generating facilities that hold national pollutant discharge elimination system permits under the Clean Water Act.  The limitations proposed primarily affect coal units. The proposal includes several options for public consideration.  Entergy submitted comments on the proposed rule and will continue to engage in the public comment process as appropriate. The EPA announced that the final rule will be issued no later than September 30, 2015.


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316(b) Cooling Water Intake Structures

As discussed inSee the Form 10-K the EPA issued regulations in July 2004 governing the intakefor discussion of water at large existing power plants employing cooling water intake structures. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of thethis rule. In May 2014 the EPA issued a pre-publication version of the final 316(b) rule, with an expectedfollowed by publication in the Federal Register in August 2014, with the third or fourth quarterfinal rule effective in October 2014. Entergy is assessingdeveloping a compliance plan for each affected facility in accordance with the rulerequirements of the final rule.

Entergy filed as a co-petitioner with the Utility Water Act Group (UWAG) a petition for review of the final rule. The case will be heard in the U.S. Court of Appeals for the 4th Circuit in Richmond, Virginia. Entergy expects briefing on the case to determine compliance requirements which could vary significantly from unit to unit.occur in early 2015, with a decision by late 2015 or early 2016.

Federal Jurisdiction of Waters of the United States

In September 2013 the EPA and the U.S. Army Corps of Engineers announced the intention to propose a rule to clarify federal Clean Water Act jurisdiction over waters of the United States. The announcement was made in conjunction with the EPA’s release of a draft scientific report on the "connectivity" of waters that the agency says will inform the rulemaking. The proposed rule was published in the Federal Register on April 21, 2014. The initial 90-day public comment period has been extended until October 20,November 14, 2014. Preliminary review indicates that this proposal could significantly increase the number and types of waters included in the EPA’s and the U.S. Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. Entergy is actively engaged in the rulemaking process.

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Entergy Louisiana Officer Election (Entergy Louisiana)

On May 6, 2014, the Board of Directors of Entergy Louisiana elected Andrew S. Marsh to the position of Executive Vice President and Chief Financial Officer.  Upon his election, Mr. Marsh became Entergy Louisiana’s principal financial officer.  Alyson M. Mount, Entergy Louisiana’s Senior Vice President and Chief Accounting Officer, previously served as Entergy Louisiana’s acting principal financial officer and will continue to serve as its principal accounting officer. 

Mr. Marsh, age 42, continues to serve as Executive Vice President and Chief Financial Officer for Entergy Corporation.  Mr. Marsh previously served as Vice President, System Planning for Entergy Services, Inc. (ESI), from June 2010 until February 2013, Vice President, Planning and Financial Communications of ESI from July 2007 through June 2010 and as Vice President, Strategic Planning of ESI from October 2004 through June 2007. Mr. Marsh receives compensation for serving as an executive officer of Entergy Corporation and will not receive any additional compensation as Entergy Louisiana’s Executive Vice President and Chief Financial Officer.

Earnings Ratios (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)


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The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:
 Ratios of Earnings to Fixed Charges Ratios of Earnings to Fixed Charges
 Twelve Months Ended Twelve Months Ended
 December 31, June 30, December 31, September 30,
 2009 2010 2011 2012 2013 2014 2009 2010 2011 2012 2013 2014
Entergy Arkansas 2.39 3.91 4.31 3.79
 3.62
 3.63 2.39 3.91 4.31 3.79
 3.62
 3.31
Entergy Gulf States Louisiana 2.99 3.58 4.36 3.48
 3.63
 4.11 2.99 3.58 4.36 3.48
 3.63
 4.07
Entergy Louisiana 3.52 3.41 1.86 2.08
 3.13
 3.24 3.52 3.41 1.86 2.08
 3.13
 3.37
Entergy Mississippi 3.31 3.35 3.55 2.79
 3.19
 3.78 3.31 3.35 3.55 2.79
 3.19
 2.78
Entergy New Orleans 3.61 4.43 5.37 3.02
 1.93
 3.37 3.61 4.43 5.37 3.02
 1.93
 4.11
Entergy Texas 1.92 2.10 2.34 1.76
 1.94
 2.26 1.92 2.10 2.34 1.76
 1.94
 2.35
System Energy 3.73 3.64 3.85 5.12
 5.66
 4.71 3.73 3.64 3.85 5.12
 5.66
 4.35
 
Ratios of Earnings to Combined Fixed Charges
and Preferred Dividends/Distributions
 
Ratios of Earnings to Combined Fixed Charges
and Preferred Dividends/Distributions
 Twelve Months Ended Twelve Months Ended
 December 31, June 30, December 31, September 30,
 2009 2010 2011 2012 2013 2014 2009 2010 2011 2012 2013 2014
Entergy Arkansas 2.09 3.60 3.83 3.36
 3.25
 3.25 2.09 3.60 3.83 3.36
 3.25
 2.96
Entergy Gulf States Louisiana 2.95 3.54 4.30 3.43
 3.57
 4.04 2.95 3.54 4.30 3.43
 3.57
 4.01
Entergy Louisiana 3.27 3.19 1.70 1.93
 2.92
 3.03 3.27 3.19 1.70 1.93
 2.92
 3.15
Entergy Mississippi 3.06 3.16 3.27 2.59
 2.97
 3.51 3.06 3.16 3.27 2.59
 2.97
 2.58
Entergy New Orleans 3.33 4.08 4.74 2.67
 1.74
 3.04 3.33 4.08 4.74 2.67
 1.74
 3.69

The Registrant Subsidiaries accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.



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Item 6.  Exhibits *
*4(a)10(a) -Seventy-ninth Supplemental Indenture, dated asFifth Amendment of June 1, 2014, tothe Pension Equalization Plan of Entergy Louisiana, LLC MortgageCorporation and Deed of Trust, dated as of April 1, 1944 (4.08 to Form 8-K dated June 24, 2014 in 1-32718).
*4(b) -Eightieth Supplemental Indenture, dated as ofSubsidiaries, effective July 1, 2014, to Entergy Louisiana, LLC Mortgage and Deed of Trust, dated as of April 1, 1944 (4.08 to Form 8-K dated July 1, 2014 in 1-32718).
*4(c) -Eighty-first Supplemental Indenture, dated as of July 1, 2014, to Entergy Gulf States Louisiana, L.L.C. Indenture of Mortgage, dated September 1, 1926 (4.07 to Form 8-K dated July 1, 2014 in 0-20371).2014.
   
 4(d)10(b) -Officer’s Certificate No. 7-B-5 dated May 13, 2014, supplemental to Indenture, DeedThird Amendment of Trustthe Supplemental Retirement Plan of Entergy Corporation and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee.Subsidiaries, effective July 25, 2013.
   
 10(a)10(c) -Third Amended and Restated Limited Liability Company AgreementFourth Amendment of the Supplemental Retirement Plan of Entergy Holdings Company LLC dated asCorporation and Subsidiaries, effective July 1, 2014.
10(d) -Fifth Amendment of August 6,the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014.
   
 12(a) -Entergy Arkansas’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
   
 12(b) -Entergy Gulf States Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
   
 12(c) -Entergy Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
   
 12(d) -Entergy Mississippi’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
   
 12(e) -Entergy New Orleans’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
   

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 12(f) -Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.
   
 12(g) -System Energy’s Computation of Ratios of Earnings to Fixed Charges, as defined.
   
 31(a) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
   
 31(b) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
   
 31(c) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
   
 31(d) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
   
 31(e) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
   
 31(f) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
   
 31(g) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
   
 31(h) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
   
 31(i) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
   
 31(j) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
   
 31(k) -Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
   
 31(l) -Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
   
 31(m) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
   
 31(n) -Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
   
 31(o) -Rule 13a-14(a)/15d-14(a) Certification for System Energy.
   

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 31(p) -Rule 13a-14(a)/15d-14(a) Certification for System Energy.
   
 32(a) -Section 1350 Certification for Entergy Corporation.
   
 32(b) -Section 1350 Certification for Entergy Corporation.
   
 32(c) -Section 1350 Certification for Entergy Arkansas.
   
 32(d) -Section 1350 Certification for Entergy Arkansas.
   
 32(e) -Section 1350 Certification for Entergy Gulf States Louisiana.
   
 32(f) -Section 1350 Certification for Entergy Gulf States Louisiana.
   
 32(g) -Section 1350 Certification for Entergy Louisiana.
   
 32(h) -Section 1350 Certification for Entergy Louisiana.
   
 32(i) -Section 1350 Certification for Entergy Mississippi.
   
 32(j) -Section 1350 Certification for Entergy Mississippi.
   
 32(k) -Section 1350 Certification for Entergy New Orleans.
   
 32(l) -Section 1350 Certification for Entergy New Orleans.
   
 32(m) -Section 1350 Certification for Entergy Texas.
   
 32(n) -Section 1350 Certification for Entergy Texas.
   
 32(o) -Section 1350 Certification for System Energy.
   
 32(p) -Section 1350 Certification for System Energy.
   
 101 INS -XBRL Instance Document.
   

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 101 SCH -XBRL Taxonomy Extension Schema Document.
   
 101 PRE -XBRL Taxonomy Presentation Linkbase Document.
   
 101 LAB -XBRL Taxonomy Label Linkbase Document.
   
 101 CAL -XBRL Taxonomy Calculation Linkbase Document.
   
 101 DEF -XBRL Definition Linkbase Document.
___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

*Incorporated herein by reference as indicated.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES LOUISIANA, L.L.C.
ENTERGY LOUISIANA, LLC
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY TEXAS, INC.
SYSTEM ENERGY RESOURCES, INC.
 
 
/s/ Alyson M. Mount
Alyson M. Mount
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)


Date:    August 7,November 6, 2014


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