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):

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

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the thirdsecond quarter 20172019 to the thirdsecond quarter 20162018 showing how much the line item increased or (decreased) in comparison to the prior period:

Following is an analysis of the change in net revenueoperating revenues comparing the nine months ended September 30, 2017second quarter 2019 to the nine months ended September 30, 2016:second quarter 2018:

The retail electric price variance is primarily due to:

The volume/weather variance is primarily due to a decrease of 439 GWh, or 2%, in billed electricity usage, including the effect of less favorable weather on residential and commercial sales partially offset by an increaseand a decrease in industrial usage. Also contributing to the decrease was decreased usage during the unbilled sales period. The increasedecrease in industrial usage is primarily due to newdriven by decreased demand from cogeneration customers in the primary metals and decreased small industrial gases industries, an increase in demand for existing customers in the chemicals industry, and expansion projects in the chemicals industry.sales.

Other operation and maintenance expenses increased from $1,688$629 million for the nine months ended September 30, 2016second quarter 2018 to $1,776$651 million for the nine months ended September 30, 2017second quarter 2019 primarily due to:

Other income increased primarily due to higher realized gainschanges in 2017 as compared to the same period in 2016 on the decommissioning trust fund investments, including portfolio rebalancing in second quarter 2017,activity and an increase in the allowance for equity funds used during construction due to higher construction work in progress in 2017, including2019, which included the St.Lake Charles Power Station, project.Montgomery County Power Station, and New Orleans Power Station projects.

The Utility operating companies’ results include revenues from rate mechanisms designed to recover fuel, purchased power, and other costs such that the revenues and expenses increasedassociated with these items generally offset and do not affect net income. “Fuel, rider, and other revenues that do not significantly affect net income” includes the revenue variance associated with these items.

The volume/weather variance is primarily due to increasesa decrease of 1,293 GWh, or 2%, in decommissioning expenses primarily as a resultbilled electricity usage, including the effect of a trust transfer agreement Entergy entered into with NYPA in August 2016, which closed in January 2017, to transfer the decommissioning trustsless favorable weather on residential and decommissioning liabilities for the Indian Point 3 and FitzPatrick plants to Entergy and revisionscommercial sales. Also contributing to the estimated decommissioning cost liabilities fordecrease was decreased usage during the Entergy Wholesale Commodities’ Indian Point 2unbilled sales period.

The return of unprotected excess accumulated deferred income taxes to customers resulted from activity at the Utility operating companies in response to the enactment of the Tax Cuts and Palisades plantsJobs Act. The return of unprotected excess accumulated deferred income taxes began in second quarter 2018. In the six months ended June 30, 2019, $121 million was returned to customers through reductions in operating revenues as a result of revised decommissioning cost studiescompared to $151 million in the fourth quarter 2016.six months ended June 30, 2018. There is no effect on net income as the reductions in operating revenues were offset by reductions in income tax expense. See Note 92 to the financial statements in the Form 10-K for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.     

Operating revenues for Entergy Wholesale Commodities decreased from $728 million for the revised decommissioning cost studies. six months ended June 30, 2018 to $723 million for the six months ended June 30, 2019 primarily due to the shutdown of Pilgrim in May 2019, partially offset by higher volume in the Entergy Wholesale Commodities nuclear fleet resulting from fewer non-refueling outage days.

The asset write-offs, impairments, and related charges variance is primarily due to impairment charges of $90 million ($71 million net-of-tax) in the six months ended June 30, 2019 compared to impairment charges of $142 million ($112 million net-of-tax) in the six months ended June 30, 2018. The impairment charges are primarily related to nuclear refueling outage amortizationspending and expenditures for capital assets. These costs relatedwere charged to expense as incurred

Other income increased primarily due to higher gains on decommissioning trust fund investments in the impairmentssix months ended June 30, 2019 compared to the six months ended June 30, 2018. See Notes 8 and related charges.9 to the financial statements herein for a discussion of decommissioning trust fund investments.

The effective income tax rate was (10.8%)8.1% for the ninesix months ended SeptemberJune 30, 2017.2019. The difference in the effective income tax rate for the ninesix months ended SeptemberJune 30, 20172019 versus the federal statutory rate of 35%21% was primarily due to tax elections to treat as corporations for federalamortization of excess accumulated deferred income tax purposes two subsidiaries that each own an Entergy Wholesale Commodities nuclear power plant, which resulted in both permanent and temporary differences under the income tax accounting standards, and the re-determined tax basis of the FitzPatrick plant as a result of its sale on March 31, 2017,taxes, partially offset by state income taxes.the tax effects of the disposition of Vermont Yankee. See Note 10 to the financial statements herein and Notes 2 and 3 to the financial statements in the Form 10-K for a discussion of the effects and regulatory activity regarding the Tax Cuts and Jobs Act. See Note 10 to the financial statements herein for furthera discussion of the tax elections andeffects of the tax benefit associated with the sale of FitzPatrick.Vermont Yankee disposition.

The effective income tax rate was 11%(160%) for the ninesix months ended SeptemberJune 30, 2016.2018. The difference in the effective income tax rate for the ninesix months ended SeptemberJune 30, 20162018 versus the federal statutory rate of 35%21% was primarily due to amortization of excess accumulated deferred income taxes and an IRS audit settlement for the 2012-2013 tax returns. See Note 10 to the financial statements herein and Notes 2 and 3 to the financial statements in the Form 10-K for a tax election to treat as a corporation for federal income tax purposes a subsidiary that owns an Entergy Wholesale Commodities nuclear power plant, which resulted in reduced income tax expense and the reversal of a portiondiscussion of the provision for uncertain tax positions as a result ofeffects and regulatory activity regarding the settlement of the 2010-2011 IRS audit in the second quarter 2016, partially offset by state income taxes.Tax Cuts and Jobs Act. See Note 3 to the financial statements in the Form 10-K for additionala discussion of the tax election and the tax settlements.IRS audit settlement.

In September 2017The transaction is subject to closing conditions, including approval from the MichiganNRC. Entergy and Holtec also plan to seek an order from the New York State Public Service Commission issued an order conditionallydisclaiming jurisdiction, or alternatively approving the PPA amendmenttransaction. Closing is also conditioned on obtaining from the New York State Department of Environmental Conservation an agreement related to Holtec’s decommissioning plan as being consistent with applicable standards. The transaction but only granting Consumers Energy recoveryclosing is targeted for third quarter 2021, following the defueling of $136.6 millionIndian Point 3.

As consideration for the transfer to Holtec of its interest in Indian Point, Entergy will receive nominal cash consideration. The Indian Point transaction is expected to result in a loss based on the difference between Entergy’s adjusted net investment in the subsidiaries at closing and the sale price net of any agreed adjustments. As of June 30, 2019, Entergy’s adjusted net investment in the Indian Point units was $265 million. The primary variables in the ultimate loss that Entergy will incur are the values of the $172 million requested early termination payment. Asnuclear decommissioning trusts and the asset retirement obligations at closing, the financial results from plant operations until the closing, and the level of any unrealized deferred tax balances at closing. The terms of the transaction include limitations on withdrawals from the nuclear decommissioning trusts to fund decommissioning activities and controls on how Entergy manages the investment of nuclear decommissioning trust assets between signing and closing; however, the agreement does not require a result, Entergy and Consumers Energy agreed to terminate the PPA amendment agreement. Entergy will continue to operate Palisades under the current PPA with Consumers Energy, insteadminimum level of shutting downfunding in the fall of 2018nuclear decommissioning trusts as previously planned. Entergy intendsa condition to shut down the Palisades nuclear power plant permanently in the spring of 2022. As a result of the change in expected operating life of the plant, the expected probability-weighted undiscounted net cash flows as of September 30, 2017 exceed the carrying value of the plant and related assets. Accordingly, nuclear fuel spending, nuclear refueling outage spending, and expenditures for capital assets incurred at Palisades after September 30, 2017 will no longer be charged to expense as incurred, but will be recorded as assets and depreciated or amortized. See Note 13 to the financial statements herein for discussion of the updated calculation of the liability amortization associated with the PPA and see Note 14 to the financial statements herein for discussion of the associated asset retirement obligation revision.closing.

Entergy expects to incur employee retention and severance expenses associated with management’s strategy to reduce the size ofexit the Entergy Wholesale Commodities’ merchant fleetpower business of approximately $110$120 million in 2017,2019, of which $89$56 million hadhas been incurred as of SeptemberJune 30, 2017,2019, and a total of approximately $400$120 million from 20182020 through the spring of 2022. In addition, Entergy Wholesale Commodities incurred impairment charges related to nuclear fuel spending, nuclear refueling outage spending, and expenditures for capital assets of $16 million for the three months ended SeptemberJune 30, 20172019 and $422$90 million for the ninesix months ended SeptemberJune 30, 2017.2019. These costs were charged to expense as incurred as a result of the impaired value of certain of the Entergy Wholesale Commodities nuclear plants’ long-lived assets due to the

Entergy’s capitalizationdebt to capital ratio is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital ratio for Entergy as of June 30, 2019 is primarily due to the settlement of the remaining equity forwards in 2019. See Note 3 to the financial statements herein for a discussion of the equity forward sale agreements.

Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in August 2022.September 2023.  The facility permitsincludes fronting commitments for the issuance of letters of credit against 50%$20 million of the total borrowing capacity of the credit facility.  The commitment fee is currently 0.225% of the undrawn commitment amount.  Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation.  The weighted average interest rate for the ninesix months ended SeptemberJune 30, 20172019 was 2.50%4.05% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of SeptemberJune 30, 2017:2019:

In January 2019, Entergy Nuclear Vermont Yankee has awas transferred to NorthStar and its credit facility guaranteedwas assumed by Vermont Yankee Asset Retirement Management, LLC, Entergy Corporation withNuclear Vermont Yankee’s parent company that remains an Entergy subsidiary after the transfer. The credit facility has a borrowing capacity of $100$139 million whichand expires in January 2018.November 2020. As of SeptemberJune 30, 2017, $802019, $139 million in cash borrowings were outstanding under the credit facility.  The weighted average interest rate for the ninesix months ended SeptemberJune 30, 20172019 was 2.56%4.19% on the drawn portion of the facility. Entergy Nuclear Vermont Yankee also has an uncommitted credit facility guaranteed by Entergy Corporation with a borrowing capacity of $85 million, which expires in January 2018. As of September 30, 2017, there were no cash borrowings outstanding under the uncommitted credit facility. See Note 414 to the financial statements in the Form 10-K and Note 16 to the financial statements herein for additional discussion of the transfer of Entergy Nuclear Vermont Yankee facilities.to NorthStar.

The updated capital investment plan for 2018 through 2020 and currently anticipates that the Utility will make approximately $10.7 billion in2019-2021 reflects incremental capital investments during that periodto improve reliability and that Entergy Wholesale Commodities will make approximately $0.4 billion inenable new customer products and services. The capital investments, not including nuclear fuel, during that period. The preliminary Utility estimateplan includes amounts associated with specific investments such as the St. Charles Power Station, Lake Charles Power Station, Washington Parish Energy Center, Choctaw Generating Station, Sunflower Solar Facility, New Orleans Power Station, and Montgomery County Power Station, each discussed below, and the St. Charles Power Station; transmission projects to enhance reliability, reduce congestion, and enable economic growth; distribution spending to enhance reliability and improve service to customers, including initial investment to support advanced metering;meters and related investments; resource planning, including potential generation projects; system improvements; investments in the nuclear fleet; and other investments. The preliminary Entergy Wholesale Commodities estimate includes amounts associated with specific investments, such as the investments in the nuclear fleet, component replacement, software and security, and dry cask storage. Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of business restructuring, regulatory constraints and requirements, environmental regulations, business opportunities, market volatility, economic trends, changes in project plans, and the ability to access capital.

In November 2016, Entergy Louisiana filed an application withAs discussed in the Form 10-K, the LPSC seekingissued an order in December 2016 approving certification that the public conveniencenecessity and necessityconvenience would be served by the construction of the LakeSt. Charles Power Station. Commercial operation commenced in May 2019.

Declarations of dividends on Entergy’s common stock are made at the discretion of the Board.  Among other things, the Board evaluates the level of Entergy’s common stock dividends based upon earnings per share from the Utility operating segment and the Parent and Other portion of the business, financial strength, and future investment opportunities.  At its October 2017July 2019 meeting, the Board declared a dividend of $0.89$0.91 per share, an increase fromwhich is the previous $0.87same quarterly dividend per share that Entergy has paid since the fourththird quarter 2016.2018.

As shown in Entergy’s Consolidated Statements of Cash Flows, cash flows for the ninesix months ended SeptemberJune 30, 20172019 and 20162018 were as follows:

Net cash flow provided by operating activities decreased by $539$27 million for the ninesix months ended SeptemberJune 30, 20172019 compared to the ninesix months ended SeptemberJune 30, 20162018 primarily due to:

Net cash flow used in investing activities decreased $155increased $96 million for the ninesix months ended SeptemberJune 30, 20172019 compared to the ninesix months ended SeptemberJune 30, 20162018 primarily due to the purchase of the Union Power Station for approximately $949 million in March 2016 and proceeds of $100 million from the sale in March 2017 of the FitzPatrick plant to Exelon. See Note 14 to the financial statements in the Form 10-K for discussion of the Union Power Station purchase and Note 13 to the financial statements herein for a discussion of the sale of FitzPatrick.

Net cash flow provided by financing activities decreased $214increased $246 million for the ninesix months ended SeptemberJune 30, 20172019 compared to the ninesix months ended SeptemberJune 30, 20162018 primarily due to:

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

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

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers.  Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.  In addition to selling the energy produced by its plants, Entergy Wholesale Commodities also sells unforced capacity, which allows load-serving entities to meet specified reserve and related requirements placed on them by the ISOs in their respective areas.  Entergy Wholesale Commodities’ forward physical power contracts consist of contracts to sell energy only, contracts to sell capacity only, and bundled contracts in which it sells both capacity and energy.  While the terminology and payment mechanics vary in these contracts, each of these types of contracts requires Entergy Wholesale Commodities to deliver MWh of energy, make capacity available, or

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’ power plants contain provisions that require an Entergy subsidiary to provide credit support to secure its obligations under the agreements. The Entergy subsidiary is required to provide credit support based upon the difference between the current market prices and contracted power prices in the regions where Entergy Wholesale Commodities sells power. The primary form of credit support to satisfy these requirements is an Entergy Corporation guaranty.guarantee.  Cash and letters of credit are also acceptable forms of credit support. At SeptemberJune 30, 2017,2019, based on power prices at that time, Entergy had liquidity exposure of $105$75 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $9$21 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of SeptemberJune 30, 2017,2019, Entergy would have been required to provide approximately $50$30 million of additional cash or letters of credit under some of the agreements. As of SeptemberJune 30, 2017,2019, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously posted collateral from counterparties, would increase by $295$169 million for a $1 per MMBtu increase in gas prices in both the short-andshort- and long-term markets.

As of SeptemberJune 30, 2017,2019, substantially all of the credit exposure associated with the planned energy output under contract for Entergy Wholesale Commodities nuclear plants through 2022 is with counterparties or their guarantors that have public investment grade credit ratings.